10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                           to                                         .

Commission file number: 000-50249

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

(Exact name of registrant as specified in its charter

MARYLAND	52-2298116
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 ROCKEFELLER PLAZA
NEW YORK, NEW YORK	10020
(Address of principal executive offices)	(Zip code)

Registrant’s telephone numbers, including area code:

INVESTOR RELATIONS (212) 492-8920
(212) 492-1100

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this report, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o       Accelerated filer o      Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

Registrant has no active market for its common stock as of March 24, 2006. Non-affiliates held 124,509,725 shares of common stock at March 24, 2006.

As of March 24, 2006, there are 128,052,017 shares of common stock of registrant outstanding.

The registrant incorporates by reference its definitive Proxy Statement with respect to its 2005 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

PART I
	ITEM 1. Business
	ITEM 1A. Risk Factors
	ITEM 1B. Unresolved Staff Comments
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
	ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	ITEM 6. Selected Financial Data
	ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
	ITEM 8. Financial Statements and Supplementary Data
	ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	ITEM 9A. Controls and Procedures
	ITEM 9B. Other Information
PART III
	ITEM 10. Directors and Executive Officers of the Registrant
	ITEM 11. Executive Compensation
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	ITEM 13. Certain Relationships and Related Transactions
	ITEM 14. Principal Accountant Fees and Services
PART IV
	ITEM 15. Exhibits, Financial Statement Schedules
SIGNATURES
EX-4.1: 2001 AMENDED AND RESTATED DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN
EX 10-2: LEASE AGREEMENT
EX-10.3: LEASE AGREEMENT
EX-10.4: LOAN AGREEMENT
EX-10.5: GUARANTY AND SURETYSHIP AGREEMENT
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

PART I

This Annual Report on Form 10-K contains certain forward-looking statements relating to Corporate Property Associates 15 Incorporated. As used in this Annual Report on Form 10-K, the terms “the Company,” “we,” “us” and “our” include Corporate Property Associates 15 Incorporated, its consolidated subsidiaries and predecessors, unless otherwise indicated. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seeks,” “plans” or similar expressions. Do not unduly rely on forward-looking statements. They give our expectations about the future and are not guarantees, and speak only as of the date they are made. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievement to be materially different from the results of operations or plan expressed or implied by such forward-looking statements. While we cannot predict all of the risks and uncertainties, they include, but are not limited to, those described below in “Risk Factors.” Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved.

Financial information in this report is in thousands except share and per share amounts.

ITEM 1. Business.

(a) General Development of Business

Overview

We are a real estate investment trust (“REIT”) that invests in commercial properties leased to companies domestically and internationally. As a REIT, we are not subject to U.S. federal income taxation as long as we satisfy certain requirements relating to the nature of our income, the level of our distributions and other factors.

Our core investment strategy is to own and manage our existing portfolio of properties leased to a diversified group of companies on a single tenant net lease basis. We may make additional investments if appropriate opportunities arise. These leases generally require the tenant to pay substantially all of the costs associated with operating and maintaining the property such as maintenance, insurance, taxes, structural repairs and other operating expenses (referred to as triple-net leases). We generally seek to include in our leases:

- clauses providing for mandated rent increases or periodic rent increases over the term of the lease tied to increases in the consumer price index (“CPI”) or other indices for the jurisdiction in which the property is located or, when appropriate, increases tied to the volume of sales at the property;

- indemnification for environmental and other liabilities;

- operational or financial covenants of the tenant; and

- guarantees of lease obligations from parent companies or letters of credit.

We are managed by W. P. Carey & Co. LLC (“WPC”) through its wholly-owned subsidiaries (collectively, the “advisor”). WPC is a publicly-traded company listed on the New York Stock Exchange under the symbol “WPC.”

Our advisor provides both strategic and day-to-day management services for us, including capital funding services, investment research and analysis, investment financing and other investment acquisition related services, asset management, disposition of assets, investor relations and administrative services. The advisor also provides office space and other facilities for us. We pay asset management fees and certain transactional fees to the advisor and also reimburse the advisor for certain expenses. The advisor also serves in this capacity for the following affiliated entities: Corporate Property Associates 12 Incorporated (“CPA^®:12”), Corporate Property Associates 14 Incorporated (“CPA^®:14”) , Corporate Property Associates 16 — Global Incorporated (“CPA^®:16 — Global”), and served in this capacity for Carey Institutional Properties Incorporated (“CIP^®”) until its merger with us in September 2004 (the “Merger”) (collectively, including us, the “CPA^® REITs”).

On September 1, 2004, we completed a Merger with CIP®, an affiliate, for a total purchase price $519,477, which was comprised of 17,420,571 shares ($174,206 based on $10 per share) of our common stock, $140,913 in consideration for shareholders who redeemed their interests, fair value of debt assumed of $202,186 and transaction costs of $2,172. We have accounted for the Merger under the purchase method of accounting. Refer to Note 3 in the accompanying consolidated financial statements for details of the Merger.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

We were formed as a Maryland corporation on February 26, 2001. In two offerings, between November 2001 and August 2003, we sold a total of 104,617,606 shares of our common stock for a total of $1,046,176 in gross offering proceeds. We have used and will continue to use these proceeds along with limited recourse mortgage debt to purchase our property portfolio.

Our principal executive offices are located at 50 Rockefeller Plaza, New York, NY 10020 and our telephone number is (212) 492-1100. As of December 31, 2005, we had no employees. WPC employs 128 individuals who are available to perform services for us.

Significant Developments During 2005

INVESTMENT ACTIVITY — During the year ended December 31, 2005, we completed seven investments, including entering into three build-to-suit projects, at a total cost of $408,097, which is based upon the applicable foreign exchange rate at the date of acquisition where appropriate, and reflects our proportionate share of cost, under the equity method of accounting, for investments made jointly with related parties where we do not have a controlling interest. During 2005, we obtained limited recourse mortgage financing of $301,493 including our proportionate share of financing for investments accounted for under the equity method of accounting, with a weighted average interest rate and term of approximately 4.8% and 11 years, respectively. Of the seven investments made, three are in the U.S. and four are in Europe.

DISPOSITIONS — In April 2005, we completed the sale of a vacant property in Miami, Florida formerly leased to Transworld Center, Inc. to a third party for $19,419, net of selling costs. We recognized impairment charges of $610 during the quarter ended March 31, 2005 and $5,000 in 2004 to reduce the property’s carrying value to an amount approximating the sales price less estimated costs to sell. In connection with this sale, we recognized a loss of $10. In addition, prior to the sale, we received cash of $150 and a $4,000 promissory note with a term of approximately five years from the former tenant in settlement of their remaining lease obligations. We have fully reserved the amounts due under the note. The former tenant also agreed to forfeit its $1,694 security deposit.

In December 2005, we sold our majority interest in the assets and liabilities of a joint venture company which owns property in Toulouse, France to our third party joint venture partner for $4,090, net of selling costs. In connection with this sale, we recognized a gain of $1,672, excluding a reserve for uncollected rents of $1,812 previously recognized against the property.

In November 2005, we entered into a deed-in-lieu transaction with the lender of limited recourse mortgage financing at a partially vacant property in Tulsa, Oklahoma. In connection with this transaction, we transferred the property to the lender in return for release from the outstanding debt obligation of $29,651 and recorded a gain on extinguishment of debt of $363. We had previously recognized impairment charges totaling $24,600 against this property. In addition, during 2005 we sold certain equipment at this property and recorded a loss of $1,091.

PROPOSED DISPOSITIONS — In August 2005, we entered into a contract with a third party to sell a property in Miami, Florida formerly leased to Trends Clothing Corp. During the fourth quarter of 2005, the buyer exercised its right to terminate the contract. In December 2005, we entered into a contract with another third party to sell the property for $17,980. We completed the sale in March 2006 and expect to record a gain of approximately $3,095 on the sale.

TENANT ACTIVITY — One of our tenants, Tower Automotive, Inc. (“Tower”), filed for Chapter 11 bankruptcy in February 2005. Tower, which contributed $2,479 in lease revenue during 2005, is current on its obligations since filing for bankruptcy. We cannot predict whether Tower will affirm or terminate its lease in connection with its bankruptcy reorganization.

SEC INVESTIGATION – WPC and Carey Financial, LLC (“Carey Financial”), the wholly-owned broker-dealer subsidiary of WPC, are currently subject to an investigation by the United States Securities and Exchange Commission (“SEC”) into payments made to third-party broker-dealers in connection with the distribution of REITs managed by WPC and other matters. Although no regulatory action has been initiated against WPC or Carey Financial in connection with the matters being investigated, we expect that the SEC may pursue an action in the future. The potential timing of any such action and the nature of the relief or remedies the SEC may seek cannot be predicted at this time. If such an action is brought, it could materially affect WPC and the REITs managed by WPC, including us. See Item 3 — Legal Proceedings for a discussion of this investigation.

SENIOR MANAGEMENT – The following changes in our advisor’s senior management occurred during 2005:

- In March 2005, Gordon F. DuGan was elected chief executive officer. Mr. DuGan was previously co-chief executive officer with William Polk Carey, who remains chairman of the board.

- In March 2005, Thomas E. Zacharias was appointed chief operating officer. Mr. Zacharias also continues to serve as managing director and head of the asset management department.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

- In March 2005, the board of directors accepted the resignation of John J. Park as chief financial officer and elected Claude Fernandez, who had been the chief accounting officer, as acting chief financial officer. Mr. Park is currently managing director — strategic planning.

- In November 2005, Mark J. DeCesaris, managing director, was appointed acting chief financial officer and chief administrative officer. Mr. DeCesaris has been a consultant in the finance department since May 2005. Mr. Fernandez has resumed his responsibilities as chief accounting officer.

SARBANES-OXLEY — We will not be performing compliance testing in accordance with the Sarbanes-Oxley Act for 2005 as, pursuant to recently clarified SEC interpretations, we are no longer considered an accelerated filer. As a non-accelerated filer we are not required to perform compliance testing until 2007.

Refer to Subsequent Events in Item 7 for developments that have occurred since December 31, 2005.

(b) Financial Information About Segments

We operate in one industry segment, real estate operations with domestic and foreign investments. Refer to the Segment Information footnote in the accompanying consolidated financial statements for financial information about this segment.

(c) Narrative Description of Business

Business Objectives and Strategy

We invest primarily in income-producing commercial real estate properties, which are upon acquisition, improved or developed or which will be developed within a reasonable time after acquisition.

Our primary objectives are to:

- own a diversified portfolio of triple-net leased real estate;

- fund distributions to shareholders; and

- increase our equity in our real estate by making regular mortgage principal payments.

We seek to achieve these objectives by investing in and holding commercial properties each triple-net leased to a single corporate tenant. We intend our portfolio to be diversified by tenant, facility type, geographic location and tenant industry.

Our Portfolio

As of December 31, 2005, our portfolio consisted of 324 properties leased to 86 tenants, totaling more than 30.3 million square feet and had the following property and lease characteristics:

GEOGRAPHIC DIVERSIFICATION
Information regarding the geographic diversification of our properties as of December 31, 2005 is set forth below:

	Consolidated Investments					Combined Investments (2)
	Annualized		% of Annualized			Annualized		% of Annualized
	Contractual Lease		Contractual			Contractual Lease		Contractual
Region	Revenue (1)		Lease Revenue			Revenue (1)		Lease Revenue
United States
East	$	39,639		21.96	%	$	46,748		21.42	%
South		36,491		20.21			43,849		20.09
West		29,189		16.17			42,902		19.66
Midwest		29,051		16.09			37,786		17.31
Total U.S.		134,370		74.43			171,285		78.48
International
Europe		46,155		25.57			46,959		21.52
Total	$	180,525		100.00	%	$	218,244		100.00	%

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

(1) Reflects annualized contractual base rent for the fourth quarter of 2005.
(2) Reflects information regarding our consolidated investments and our pro rata share of annualized contractual base rent from equity investments.

PROPERTY DIVERSIFICATION
Information regarding our property diversification as of December 31, 2005 is set forth below:

	Consolidated Investments					Combined Investments (2)
	Annualized		% of Annualized			Annualized		% of Annualized
	Contractual Lease		Contractual			Contractual Lease		Contractual
Property Type	Revenue (1)		Lease Revenue			Revenue (1)		Lease Revenue
Office	$	57,847		32.04	%	$	59,575		27.30	%
Industrial		33,695		18.67			42,555		19.50
Warehouse/distribution		27,249		15.09			36,458		16.70
Retail		21,074		11.67			22,517		10.32
Hospitality		—		—			8,439		3.87
Other properties		40,660		22.53			48,700		22.31
Total	$	180,525		100.00	%	$	218,244		100.00	%

(1)	Reflects annualized contractual base rent for the fourth quarter of 2005.
(2)	Reflects information regarding our consolidated investments and our pro rata share of annualized contractual base rent from equity investments.

TENANT DIVERSIFICATION
Information regarding our tenant diversification as of December 31, 2005 is set forth below:

	Consolidated Investments					Combined Investments (2)
	Annualized		% of Annualized			Annualized		% of Annualized
	Contractual Lease		Contractual			Contractual Lease		Contractual
Tenant Industry (3)	Revenue (1)		Lease Revenue			Revenue (1)		Lease Revenue
Manufacturing	$	48,599		26.92	%	$	59,385		27.21	%
Retail trade		33,215		18.40			35,394		16.22
Professional, scientific and technical services		19,594		10.85			19,594		8.98
Arts, entertainment and recreation		16,527		9.16			24,567		11.26
Real estate, rental and leasing		16,465		9.12			16,465		7.54
Wholesale trade		11,077		6.14			19,351		8.87
Educational services		8,752		4.85			8,752		4.01
Information		8,258		4.57			8,258		3.78
Healthcare and social assistance		4,926		2.73			4,926		2.26
Public administration		4,520		2.50			4,520		2.07
Accommodation and food services		—		—			8,439		3.87
Other (4)		8,592		4.76			8,593		3.93
Total	$	180,525		100.00	%	$	218,244		100.00	%

(1)	Reflects annualized contractual base rent for the fourth quarter of 2005.
(2)	Reflects information regarding our consolidated investments and our pro rata share of annualized contractual base rent from equity investments.
(3)	Based on the North American Industry Classification System (NAICS) and information provided by the tenant.
(4)	Includes revenue from tenants in the transportation and warehousing and finance and administrative industries.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

LEASE EXPIRATIONS
As of December 31, 2005, lease expirations of our properties, including our pro rata share of equity investments are as follows:

	Consolidated Investments					Combined Investments (2)
	Annualized		% of Annualized			Annualized		% of Annualized
	Contractual Lease		Contractual			Contractual Lease		Contractual
Year of Lease Expiration	Revenue (1)		Lease Revenue			Revenue (1)		Lease Revenue
2006	$	1,323		.73	%	$	1,323		.61	%
2007-2009		—		—			—		—
2010		6,667		3.69			6,667		3.05
2011		9,924		5.50			9,925		4.55
2012		2,450		1.36			10,889		4.99
2013		8,073		4.47			8,073		3.70
2014		15,591		8.64			15,591		7.14
2015		5,391		2.99			5,391		2.47
2016 - 2020		48,403		26.81			56,909		26.08
2021 - 2025		67,624		37.46			86,848		39.79
2026 and thereafter		15,079		8.35			16,628		7.62
Total	$	180,525		100.00	%	$	218,244		100.00	%

(1)	Reflects annualized contractual base rent for the fourth quarter of 2005.
(2)	Reflects information regarding our consolidated investments and our pro rata share of annualized contractual base rent from equity investments.

Asset Management

We believe that effective management of our net lease assets is essential to maintain and enhance property values. Important aspects of asset management include restructuring transactions to meet the evolving needs of current tenants, re-leasing properties, refinancing debt, selling properties and knowledge of the bankruptcy process.

The advisor monitors, on an ongoing basis, compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of our properties. Monitoring involves receiving assurances that each tenant has paid real estate taxes, assessments and other expenses relating to the properties it occupies and confirming that appropriate insurance coverage is being maintained by the tenant. The advisor reviews financial statements of our tenants and undertakes regular physical inspections of the condition and maintenance of our properties. Additionally, the advisor periodically analyzes each tenant’s financial condition, the industry in which each tenant operates and each tenant’s relative strength in its industry.

Holding Period

We intend to hold each property we invest in for an extended period. The determination of whether a particular property should be sold or otherwise disposed of will be made after consideration of relevant factors with a view to achieving maximum capital appreciation for our shareholders. No assurance can be given that this objective will be realized.

Our intention is to consider alternatives for providing liquidity for our shareholders generally after eight years following the investment of substantially all of the net proceeds from our offering. A liquidity transaction could include sales of assets, either on a portfolio basis or individually, a listing of our shares on a stock exchange or inclusion in an automated quotation system, a merger (which may include a merger with one of our affiliated CPA^® REITs) or another transaction approved by our board of directors. While we are considering liquidity alternatives, we may choose to limit the making of new investments, unless our board of directors, including a majority of our independent directors, determines that, in light of our expected life, it is in our shareholders’ best interests for us to make new investments. In making the decision to apply for listing of the shares or providing other forms of liquidity, the board will try to determine whether listing the shares or liquidating will result in greater value for the shareholders. It cannot be determined at this time under what circumstances, if any, the directors would agree to list the shares. Even if liquidity has not been facilitated, we are under no obligation to liquidate our portfolio within any particular period since the precise timing will depend on real estate and financial markets, economic conditions of the areas in which the properties are located and U.S. federal income tax effects on shareholders which may prevail in the future. Furthermore, there can be no assurance that we will be able to liquidate our

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

portfolio and it should be noted that we will continue in existence until all properties are sold and our other assets are liquidated. In the two most recent instances in which CPA^® REIT shareholders were provided with liquidity, the affected entity merged with another, later-formed CPA^® REIT. In each of these transactions, shareholders of the affected entity were offered the opportunity to exchange their shares either for shares of the merged entity or for cash in one instance and a short-term note in the other.

Financing Strategies

Consistent with our investment policies, we use leverage when available on favorable terms. As December 31, 2005, substantially all of our mortgages are limited recourse, bear interest at fixed rates and provide for monthly or quarterly installments which include scheduled payments of principal. Accordingly, our near term cash flow should not be adversely affected by increases in interest rates. However, financing on future investments will likely bear higher rates of interest because we are in a rising interest rate environment. The advisor may refinance properties or defease a loan when a decline in interest rates makes it profitable to prepay an existing mortgage, when an existing mortgage matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment. There is no assurance that existing debt will be refinanced at lower rates of interest as such debt matures. The benefits of the refinancing may include an increased cash flow resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing, if any, and/or an increase in property ownership if some refinancing proceeds are reinvested in real estate. The prepayment of loans may require us to pay a yield maintenance premium to the lender in order to pay off a loan prior to its maturity.

A lender on limited recourse mortgage debt generally has recourse only to the property collateralizing such debt and not to any of our other assets, while unsecured financing would give a lender recourse to all of our assets. The use of limited recourse debt, therefore, will help us to limit the exposure of all of our assets to any one debt obligation. Lenders may, however, have recourse to our other assets in limited circumstances not related to the repayment of the indebtedness, such as under an environmental indemnity or in the case of fraud.

Lenders may also seek to include in the terms of mortgage loans, provisions making the termination or replacement of the advisor an event of default or an event requiring the immediate repayment of the full outstanding balance of the loan. We will attempt to negotiate loan terms allowing us to replace or terminate the advisor. Even if we are successful in negotiating such provisions, the replacement or termination of the advisor may require the prior consent of the mortgage lenders.

The advisor may refinance properties or defease a loan when a decline in interest rates makes it profitable to prepay an existing mortgage, when an existing mortgage matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment. The benefits of the refinancing may include an increased cash flow resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing, if any, and/or an increase in property ownership if some refinancing proceeds are reinvested in real estate. The prepayment of loans may require us to pay a yield maintenance premium to the lender in order to pay off a loan prior to its maturity.

Investment Opportunities

In addition to opportunities in the domestic real estate market, including the net lease market, we believe that international real estate markets also provide investors with an opportunity to diversify their portfolio with investments that may provide returns that are less correlated to the returns of the equity, bond or real estate markets of the United States. Although we are primarily focusing our international investments on properties in the European Union, we plan to evaluate potential investments on a case-by-case basis and have no predetermined limitations or targets for geographical location.

The commercial real estate markets of certain countries within the European Union or other countries or geographic locations where we may invest in properties may have different characteristics than those described above. We will evaluate each transaction on a case-by-case basis and will, as a part of this evaluation, examine current characteristics and market conditions.

Investment Strategies

Generally, the properties in which we invest are triple net-leased to tenants that the investment committee of the advisor deems

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

creditworthy based on leases that will be full recourse obligations of the tenants or their affiliates. In most cases, leases will require the initial tenant to pay all the costs of maintenance, insurance and real estate taxes.

In analyzing potential investments, the advisor reviews all aspects of a transaction, including the tenant and real estate fundamentals to determine whether a potential investment and lease can be structured to satisfy our investment criteria. The advisor generally considers, among other things, the following aspects of each transaction:

DIVERSIFICATION. The advisor seeks to diversify our portfolio to avoid dependence on any one particular tenant, facility type, geographic location or tenant industry. Diversification, to the extent achieved, helps reduce the adverse effect of a single under-performing tenant or a downturn in any particular industry or geographic location.

TENANT EVALUATION. The advisor evaluates each potential tenant for its creditworthiness, typically considering factors such as: management experience; industry position and fundamentals; operating history; and capital structure. In evaluating a possible investment, the creditworthiness of a tenant generally will be a more significant factor than the value of the property absent the lease with such tenant. The advisor seeks tenants it believes will have stable or improving credit profiles and credit potential that has not been recognized by the market. By leasing properties to these tenants, we can generally charge rent that is higher than the rent charged to tenants with recognized credit and thereby enhance current return from these properties as compared with properties leased to companies whose credit potential has already been recognized by the market. Furthermore, if a tenant’s credit does improve, the value of our lease or investment will likely increase (if all other factors affecting value remain unchanged). Whether a prospective tenant is creditworthy will be determined by the advisor or its investment committee. Creditworthy does not mean “investment grade.”

LEASES WITH INCREASING RENT. The advisor seeks to include clauses in our leases that provide for increases in rent over the term of the leases. These increases may be fixed or generally tied to increases in certain indices such as the CPI, or mandated rental increases on specific dates, or in the case of retail stores, participation in gross sales above a stated level.

PROPERTY EVALUATION. The prospects for the seller/lessee’s enterprise and the financial strength of the seller/lessee will generally be important aspects of the sale and leaseback of a property, particularly a property specifically suited to the needs of the lessee. Operating results of properties may be examined to determine whether or not projected rental levels are likely to be met. Each property that we invest in will be appraised by a third party appraiser prior to acquisition. The contractual purchase price plus acquisition fees, but excluding acquisition expenses, payable to the advisor for a property we invest in will not exceed its appraised value. The appraisals may take into consideration, among other things, the terms and conditions of the particular lease transaction, the quality of the lessee’s credit and the conditions of the credit markets at the time the lease transaction is negotiated. The appraised value may be greater than the construction cost or the replacement cost of a property, and the actual sale price of a property if sold by us may be greater or less than the appraised value.

ENVIRONMENTAL EVALUATION. The advisor’s practices generally include conducting, or requiring the seller to conduct, evaluations of the physical condition of properties and Phase I or similar environmental site assessments (including a visual inspection for the potential presence of asbestos) in an attempt to identify potential environmental liabilities associated with a property prior to its acquisition. Sampling or testing generally are conducted only if, and to the extent that, potential environmental liabilities are identified in the environmental site assessment. If potential environmental liabilities are identified, we generally require that identified environmental issues be resolved by the seller prior to property acquisition or require tenants contractually to assume responsibility for resolving identified environmental issues post-closing and indemnify us against any potential claims, losses, or expenses arising from such matters. Where such contractual protections are used, circumstances may arise in which a tenant fails, or is unable, to fulfill its contractual obligations. In addition, material environmental conditions, liabilities or compliance concerns may arise after the environmental review has been completed, and future laws, ordinances or regulations may impose material new or additional environmental liabilities.

PROPERTIES IMPORTANT TO TENANT OPERATIONS. The advisor generally seeks to invest in properties that it believes are essential or important to the ongoing operations of the tenant. The advisor believes that these properties provide better protection in the event a tenant files for bankruptcy, since leases on properties essential or important to the operations of a bankrupt tenant are less likely to be terminated by a bankrupt tenant.

PROFITABLE LOCATIONS. The advisor seeks properties that it believes are profitable locations for the user of the property, thus increasing the likelihood that it could be sold or re-leased in the event that it becomes necessary to do so.

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LEASE PROVISIONS THAT ENHANCE AND PROTECT VALUE. When available, the advisor attempts to include provisions in our leases that require our consent to specified tenant activity, require the tenant to provide indemnification protections, or require the tenant to satisfy specific operating tests. These provisions may include, for example, operational and financial covenants of the tenant and indemnification from the tenant against environmental and other contingent liabilities. These provisions protect our investment from changes in the operating and financial characteristics of a tenant that may affect its ability to satisfy its obligations to us or could reduce the value of our properties. Even where such contractual protections are obtained, however, circumstances may nonetheless arise in which a tenant fails, or is unable, to fulfill its contractual obligations.

LETTER OF CREDIT OR GUARANTY. The advisor may also seek to enhance the likelihood of a tenant’s lease obligations being satisfied through a guaranty of lease obligations from the tenant’s corporate parent or a letter of credit. This credit enhancement, if obtained, provides us with additional financial security. While the advisor will select tenants it believes are creditworthy, tenants will not be required to meet any minimum rating established by a third party credit rating agency. The advisor and the investment committee’s standards for determining whether a particular tenant is creditworthy will vary in accordance with a variety of factors relating to specific prospective tenants. The creditworthiness of a tenant will be determined on a tenant by tenant, case by case basis. Therefore, general standards for creditworthiness cannot be applied.

INVESTMENT COMMITTEE. The advisor has an investment committee that provides services to the CPA^® REITs and WPC. Under our current arrangement with the advisor, as a transaction is structured, it is evaluated by the chairman of the investment committee and the advisor’s chief investment officer with respect to the potential tenant’s creditworthiness, business prospects, position within its industry and other characteristics important to the long-term value of the property and the capability of the tenant to meet its lease obligations. Before a property is acquired by a CPA^® REIT, the transaction is reviewed by the investment committee to ensure that it satisfies the investment criteria. The investment committee is not directly involved in originating or negotiating potential investments, but instead functions as a separate and final step in the investment process. The advisor places special emphasis on having experienced individuals serve on its investment committee and generally does not invest in a transaction on our behalf unless it is approved by the investment committee. For transactions that meet the investment criteria of more than one CPA^® REIT, the chief investment officer has discretion as to which CPA^® REIT or REITs will hold the investment. In cases where two or more CPA^® REITs (or one or more CPA^® REIT and WPC) will hold the investment, the independent directors of each CPA^® REIT investing in the property must also approve the transaction.

The following people, each of whom is also a director of WPC, currently serve on the investment committee:

- Ralph F. Verni, Chairman – Currently serving as a board of director member of Commonwealth Capital, First Pioneer Credit and the Eaton Vance Mutual Fund Family. Former board member of The MacGregor Group and former executive vice president, board member and chief investment officer of The New England Mutual Life Insurance Company and former president and chief executive officer of State Street Research Management.

- Dr. Lawrence R. Klein – Currently serving as professor emeritus of economics and finance at the University of Pennsylvania and its Wharton School. Recipient of the 1980 Nobel Prize in economic sciences and former consultant to both the Federal Reserve Board and the President’s Council of Economic Advisors.

- Nathaniel S. Coolidge – Former senior vice president and head of the bond and corporate finance department of John Hancock Mutual Life Insurance. Mr. Coolidge’s responsibilities included overseeing its entire portfolio of fixed income investments.

- George E. Stoddard – Former officer-in-charge of the direct placement department of The Equitable Life Assurance Society of the United States and our former chief investment officer.

- Dr. Karsten von Köller – Currently chairman of Lone Star Germany GmbH and chairman and member of the board of managing directors of Allgemeine HypothekenBank Rheinboden AG.

The advisor is required to use its best efforts to present a continuing and suitable investment program to us but is not required to present to us any particular investment opportunity, even if it is of a character which, if presented, could be taken by us.

Segments

We operate in one industry segment, real estate operations with domestic and foreign investments. For the year ended December 31, 2005, Mercury Moving Partners LP and U-Haul Moving Partners, Inc. jointly represented 13% of our total lease revenue, inclusive of minority interest.

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Competition

We face competition for the acquisition of commercial properties in general, and such properties net leased to major corporations in particular, from many sources, including insurance companies, credit companies, pension funds, private individuals, financial institutions, finance companies, investment companies and other REITs. We also face competition from institutions that provide or arrange for other types of commercial financing through private or public offerings of equity or debt or traditional bank financings. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants. We believe the advisor’s experience in real estate, credit underwriting and transaction structuring should allow us to compete effectively for commercial properties.

Environmental Matters

We have invested, and expect to continue to invest, in properties currently or historically used for commercial purposes, including industrial and manufacturing properties. Under various federal, state and local environmental laws and regulations, current and former owners and operators of property may have liability for the cost of investigating, cleaning-up or disposing of hazardous materials released at, on, under, in or from the property. These laws typically impose responsibility and liability without regard to whether the owner or operator knew of or was responsible for the presence of hazardous materials or contamination, and liability under these laws is often joint and several. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous materials.

While we typically perform assessments of potential environmental risks when evaluating a new acquisition of property, no assurance can be given that we have performed such assessments on all of our properties, or that the environmental assessments we do perform will disclose all potential environmental liabilities and we may purchase a property that contains hazardous materials in the building, or that is known to have or be near soil or groundwater contamination. In addition, new environmental conditions, liabilities or compliance concerns may arise or be discovered during our ownership.

While we frequently obtain contractual protection (indemnities, cash reserves, letters of credit or other instruments) from property sellers, tenants, a tenant’s parent company or another third party to address these known or potential issues, we cannot eliminate our statutory liability or the potential for claims against us by governmental authorities or other third parties, the contractual protection may not cover all potential damages or liabilities, and the indemnifying party may fail to meet its contractual obligations. In addition, the existence of any environmental conditions, liabilities or compliance concerns at or near our properties could adversely affect our ability to rent or sell property or to borrow using the property as collateral and could also adversely affect the tenant’s ability to make rental payments.

As a result of all of the foregoing, we have incurred in the past and will incur in the future costs and liabilities to investigate environmental matters and to address environmental conditions, liabilities and compliance concerns. Although we do not currently anticipate incurring any material liabilities in connection with environmental matters, we cannot assure you that future environmental costs and liabilities will not be material or will not adversely affect our business.

Transactions with Affiliates

We may acquire assets from our affiliates, including the other CPA^® REITs, if we believe that doing so is consistent with our investment objectives and we comply with our investment policies and procedures. We may acquire single properties or portfolios of properties. Like us, the other CPA^® REITs intend to consider alternatives for providing liquidity for their shareholders some years after they have invested substantially all of the net proceeds from their public offerings. We may seek to purchase assets from another CPA^® REIT that is entering its liquidation phase. These transactions may take the form of a direct purchase of assets, a merger or another type of transaction.

Types of Investments

Substantially all of our investments to date have been and will continue to be income-producing properties, which are, upon acquisition, improved or being developed or which will be developed within a reasonable period of time after their acquisition. These investments have been through sale-leaseback transactions, in which we invest in properties from companies that simultaneously lease the properties back from us subject to long-term leases. These sale-leaseback transactions provide the lessee company with a source of capital that is an alternative to other financing sources such as corporate borrowing, mortgaging real property, or selling shares of common stock. We anticipate that some of our sale-leasebacks will be in conjunction with acquisitions, recapitalizations or other

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corporate transactions. We may act as one of several sources of financing for these transactions by purchasing real property from the seller and net leasing it to the company or its successor in interest (the lessee). Investments will not be restricted as to geographical areas.

In some circumstances, we grant tenants a right to purchase the property leased by the tenant. The option purchase price is generally the greater of the contract purchase price and the fair market value of the property at the time the option is exercised.

JOINT VENTURES. We may enter into joint ventures or general partnerships and other participations with real estate developers, owners and others, including other CPA^® REITs, for the purpose of obtaining equity interests in a property or properties in accordance with our investment policies. These investments permit us to own interests in large properties without unduly restricting the diversity of our portfolio. We will not enter into a joint venture to make an investment that we would not be permitted to make on our own. In connection with such a joint investment, both we and our affiliates would be required to approve any material decisions concerning the investment, including refinancing and capital improvements.

OTHER INVESTMENTS. We may invest up to 10% of our net equity in unimproved or non-income-producing real property and in “equity interests.” Investment in equity interests in the aggregate will not exceed five percent of our net equity. Such “equity interests” are defined generally to mean stock, warrants or other rights to purchase the stock of, or other interests in, a tenant of a property, an entity to which we lend money or a parent or controlling person of a borrower or tenant. We may invest in unimproved or non-income-producing property, which the advisor believes will appreciate in value, or which will increase the value of adjoining or neighboring properties we own. There can be no assurance that these expectations will be realized. Often, equity interests will be “restricted securities” as defined in Rule 144 under the Securities Act. Under this rule, we may be prohibited from reselling the equity securities without limitation until we have fully paid for and held the securities for one year. The issuer of equity interests in which we invest may never register the interests under the Securities Act. Whether an issuer registers its securities under the Securities Act may depend on the success of its operations.

We will exercise warrants or other rights to purchase stock generally if the value of the stock at the time the rights are exercised exceeds the exercise price. Payment of the exercise price shall not be deemed an investment subject to the above described limitations. We may borrow funds to pay the exercise price on warrants or other rights or may pay the exercise price from funds held for working capital and then repay the loan or replenish the working capital upon the sale of the securities or interests purchased. We will not consider paying distributions out of the proceeds of the sale of these interests until any funds borrowed to purchase the interest have been fully repaid.

We will not invest in real estate contracts of sale unless the contracts of sale are in recordable form and are appropriately recorded in the applicable chain of title.

There can be no assurance as to when our capital may be fully invested in properties. Pending investment, cash obtained from the offering of our securities will be invested in permitted temporary investments, which include short-term U.S. Government securities, bank certificates of deposit, other short-term liquid investments and auction-rate securities. Auction-rate securities are purchases of long-term income instruments which provide for frequent resets of stated interest rates. A market exists to provide for redemption of auction-rate securities at the interest reset date, generally at par value; however, there is a risk that a redemption price will be below par value. To maintain our REIT qualification, we also may invest in securities that qualify as “real estate assets” and produce qualifying income under the REIT provisions of the Internal Revenue Code. Any investments in other REITs in which the advisor or any director is an affiliate must be approved as being fair and reasonable by a majority of the directors (including a majority of the independent directors) who are not otherwise interested in the transaction.

If at any time the character of our investments would cause us to be deemed an “investment company” for purposes of the Investment Company Act of 1940, we will take the necessary action to ensure that we are not deemed to be an “investment company.” The advisor will continually review our investment activity to attempt to ensure that we do not come within the application of the Investment Company Act of 1940. Among other things, they will attempt to monitor the proportion of our portfolio that is placed in various investments so that we do not come within the definition of an investment company under the Investment Company Act of 1940.

Our reserves, if any, will be invested in permitted temporary investments. The advisor will evaluate the relative risks and rate of return, our cash needs and other appropriate considerations when making short-term investments on our behalf. The rate of return of permitted temporary investments may be less than would be obtainable from real estate investments.

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(d) Financial Information About Geographic Areas

Refer to the Segment Information footnote of the accompanying consolidated financial statements for financial information pertaining to our segment and geographic operations.

(e) Available Information

All filings we make with the SEC, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, and any amendments to those reports, are available for free on our website as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website address is http://www.cpa15.com. Our SEC filings are available to be read or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings can also be obtained for free on the SEC’s Internet site at http://www.sec.gov. The reference to our website address does not constitute incorporation by reference of the information contained on our website in this Report or other filings with the SEC, and the information contained on our website is not part of this document.

ITEM 1A. Risk Factors.

Our future results may be affected by certain risks and uncertainties including the following:

We are subject to the risks of real estate ownership which could reduce the value of our properties.

We are subject to all of the general risks associated with the ownership of real estate. In particular, we face the risk that lease revenue from the properties will be insufficient to cover all corporate operating expenses and debt service payments on indebtedness we incur. Additional real estate ownership risks include:

- Adverse changes in general or local economic conditions,

- Changes in supply of or demand for similar or competing properties,

- Changes in interest rates and operating expenses,

- Competition for tenants,

- Changes in market rental rates,

- Inability to lease properties upon termination of existing leases,

- Renewal of leases at lower rental rates,

- Inability to collect rents from tenants due to financial hardship, including bankruptcy,

- Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate,

- Uninsured property liability, property damage or casualty losses,

- Unexpected expenditures for capital improvements or to bring properties into compliance with applicable federal, state and local laws, and

- Acts of God and other factors beyond the control of our management.

WPC and Carey Financial are the subjects of an ongoing SEC investigation, the effects of which could be materially adverse to them and, possibly, us.

WPC has disclosed in its publicly available reports filed with the SEC, that the Division of Enforcement of the SEC has commenced an investigation into certain activities of WPC and Carey Financial involving REITs managed by WPC. WPC has announced that it and Carey Financial are cooperating fully with the SEC’s investigation and that they have provided information to the Division of Enforcement in response to subpoenas and document requests. Although no formal regulatory action has been initiated against WPC or Carey Financial in connection with the matters being investigated, WPC has publicly reported that it expects the SEC to pursue an action against WPC or Carey Financial or both in the future which could have a material adverse effect on WPC or Carey Financial or both. If such an action is brought, it could have a material adverse effect on WPC and its affiliates and Carey Financial. Any action brought against WPC or Carey Financial could also have a material adverse effect on us because of our dependence on WPC and Carey Financial for a broad range of services.

Investments in properties outside of the United States subject us to foreign currency risks which may adversely affect distributions.

We are subject to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. Our principal currency exposures are to the Euro and the Pound Sterling (U.K.). For the year ended December 31, 2005, we have incurred realized and unrealized foreign currency translation losses. We attempt to mitigate a portion of the risk of currency fluctuation by financing our properties in the local currency denominations, although there can be no assurance that this will be effective. As a result, changes in the relation of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of shareholders’ equity. Although we have not done so to date, we anticipate that in the future we may engage in direct hedging activities to mitigate the risks of exchange rate fluctuations. If we were to engage in foreign currency exchange rate hedging activities, any income recognized with respect to these hedges (as well as any unhedged foreign currency gain recognized with respect to changes in exchange rates) will generally not qualify as eligible income for purposes of either the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify as a REIT.

Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our qualification as a REIT. Further, bank accounts in foreign currency which are not considered cash or cash equivalents may adversely affect our qualification as a REIT.

International investment risks, including currency fluctuation, adverse political or economic developments, lack of uniform accounting standards (including availability of information in accordance with U.S. generally accepted accounting principles), the tax treatment of transaction structures, uncertainty of foreign laws and the difficulty of enforcing certain obligations in other countries may adversely affect our operations and our ability to make distributions.

Foreign real estate investments involve certain risks not generally associated with investments in the United States. These risks include unexpected changes in regulatory requirements, political and economic instability in certain geographic locations, potential imposition of adverse or confiscatory taxes, possible challenges to the anticipated tax treatment of the structures through which we acquire and hold investments, possible currency transfer restrictions, expropriation, the difficulty in enforcing obligations in other countries and the burden of complying with a wide variety of foreign laws. Each of these risks might adversely affect our performance and impair our ability to make distributions to our shareholders required to maintain our REIT qualification. In addition, there is less publicly available information about foreign companies and a lack of a uniform financial accounting standards and practices (including the lack of available information in accordance with accounting principles generally accepted in the United States of America) which could impair our ability to analyze transactions and receive timely and accurate financial information from tenants necessary to meet our reporting obligations to financial institutions or governmental or regulatory agencies. Certain of these risks may be greater in emerging markets and less developed countries.

A decline in the appraised value of an international investment may cause the lender to declare a default.

In addition, international loans in many instances contain a covenant that allows the lender to declare a default if the loan-to-value ratio declines below a specified percentage, which may occur if the value of the property (as determined by appraisal) declines below specified percentages relating to its value at the time the loan is made. Such covenants may allow a default to be declared, and the lender to foreclose on the property, even if the owner is current in its payments. If such an event were to occur, the owner may be able to cure the default by making additional principal payments in order to reduce the loan-to-value ratio, resulting in larger cash expenditures and more rapid loan amortization than originally provided for.

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We may have difficulty selling or re-leasing our properties.

Real estate investments generally lack liquidity compared to other financial assets and this lack of liquidity will limit our ability to quickly change our portfolio in response to changes in economic or other conditions. The net leases we may enter into or acquire may be for properties that are specially suited to the particular needs of our tenant. With these properties, if the current lease is terminated or not renewed, we may be required to renovate the property or to make rent concessions in order to lease the property to another tenant. In addition, if we are forced to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed. These and other limitations may affect our ability to sell or re-lease properties without adversely affecting returns to our shareholders. See Item 1 — Our Portfolio above for scheduled lease expirations.

Our success is dependent on the performance of our advisor.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our advisor in the acquisition of investments, the selection of tenants, the determination of any financing arrangements, and the management of the assets. You have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments. You must rely entirely on the management ability of our advisor and the oversight of our board of directors. We cannot guaranty that our advisor will be able to successfully achieve liquidity for us to the extent it has done so for prior programs.

Our advisor may be subject to conflicts of interest.

Our advisor manages our business and selects our real estate investments. Our advisor has some conflicts of interest in its management of us, which arise primarily from the involvement of our advisor in other activities that may conflict with us and the payment of fees by us to our advisor. Activities in which a conflict could arise between us and our advisor include:

- the receipt of compensation by our advisor for property purchases, leases, sales and financing for us, which may cause our advisor to engage in transactions that generate higher fees, rather than transactions that are more appropriate or beneficial for our business;

- agreements between us and our advisor, including agreements regarding compensation, have not been negotiated on an arm’s length basis as would occur if the agreements were with unaffiliated third parties;

- transactions with affiliates will increase fees payable to the advisor and will decrease our net income;

- acquisitions of single properties or portfolios of properties from affiliates, including the CPA^® REITs, subject to our investment policies and procedures, which may take the form of a direct purchase of assets, a merger or another type of transaction;

- competition with certain affiliates for property acquisitions, which may cause our advisor and its affiliates to direct properties suitable for us to other related entities;

- purchases and loans from affiliates, subject to our investment procedures, objectives and policies, which will increase fees and interest payable to affiliates, thereby decreasing our net income and possibly causing us to incur higher leverage levels;

- a decision by our advisor (on our behalf) of whether to hold or sell a property. This decision could impact the timing and amount of fees payable to our advisor because our advisor receives asset management fees and may decide not to sell a property; and

- disposition, incentive and termination fees, which are based on the sale price of properties, may cause a conflict between the advisor’s desire to sell a property and our plans to hold the property.

We have limited independence from our advisor.

All of our management functions are performed by officers of our advisor pursuant to our contract with the advisor. Each member of our board of directors, including our chairman, is a director of our advisor or one or more of its affiliates. Our independent directors are selected through a process which includes significant input from our advisor and also serve as the independent directors of other advisor-sponsored REITs. As a result of the foregoing, we have limited independence from our advisor. This limited independence, combined with and our advisor’s limited equity interests in us, may exacerbate the conflicts of interest described in this section by giving our advisor substantial control over us while having different economic incentives than our shareholders.

Potential liability for environmental matters could adversely affect our financial condition.

We have and in the future may invest in properties historically used for industrial, manufacturing and other commercial purposes. We therefore may own properties that have known or potential environmental contamination as a result of historical operations. Buildings and structures on the properties we purchase may have known or suspected asbestos-containing building materials. Our properties currently are used for industrial, manufacturing, and other commercial purposes, and some of our tenants may handle hazardous or

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toxic substances, generate hazardous wastes, or discharge regulated pollutants to the environment. We may invest in properties located in countries that have adopted laws or observe environmental management standards that are less stringent than those generally followed in the United States, which may pose a greater risk that releases of hazardous or toxic substances have occurred to the environment. Leasing properties to tenants that engage in these activities, and owning properties historically and currently used for industrial, manufacturing, and other commercial purposes, will cause us to be subject to the risk of liabilities under environmental laws. Some of these laws could impose the following on us:

- Responsibility and liability for the cost of investigation, removal or remediation of hazardous or toxic substances released on or from our property, generally without regard to our knowledge of, or responsibility for, the presence of these contaminants.

- Liability for claims by third parties based on damages to natural resources or property, personal injuries, or costs of removal or remediation of hazardous or toxic substances in, on, or migrating from our property.

- Responsibility for managing asbestos-containing building materials, and third-party claims for exposure to those materials.

Our costs of investigation, remediation or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial. The presence of hazardous or toxic substances at any of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or to borrow using the property as collateral. While we will attempt to mitigate identified environmental risks by requiring tenants contractually to acknowledge their responsibility for complying with environmental laws and to assume liability for environmental matters, circumstances may arise in which a tenant fails, or is unable, to fulfill its contractual obligations. In addition, environmental liabilities, or costs or operating limitations imposed on a tenant to comply with environmental laws, could affect its ability to make rental payments to us. Also, and although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnification against potential environmental liabilities.

Failure to qualify as a REIT would adversely affect our operations and ability to make distributions.

If we fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax on our net taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year we lose our REIT qualification. Losing our REIT qualification would reduce our net earnings available for investment or distribution to shareholders because of the additional tax liability, and we would no longer be required to make distributions. We might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements regarding the composition of our assets and the sources of our gross income. Also, we must make distributions to our shareholders aggregating annually at least 90% of our net taxable income, excluding net capital gains. Because we have investments in foreign real property, we are subject to foreign currency gains and losses. Foreign currency gains are not qualifying income for purposes of the REIT income requirements. To reduce the risk of foreign currency gains adversely affecting our REIT qualification, we may be required to defer the repatriation of cash from foreign jurisdictions or to employ other structures that could affect the timing, character or amount of income we receive from our foreign investments. No assurance can be given that we will be able to manage our foreign currency gains in a manner that enables us to qualify as a REIT or to avoid U.S. federal and other taxes on our income. In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect our investors, our ability to qualify as a REIT for U.S. federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

We may face competition for acquisition of properties.

We face competition for the acquisition of commercial properties in general, and such properties net leased to major corporations, in particular, from insurance companies, credit companies, pension funds, private individuals, investment companies and other REITs. We also face competition from institutions that provide or arrange for other types of commercial financing through private or public offerings of equity or debt or traditional bank financings. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants. In addition, our evaluation of the acceptability of rates of return on behalf of the CPA® REITs is affected by our relative cost of capital. Thus, if our fee structure and cost of fundraising is higher than our competitors, we may be limited in the amount of new acquisitions we are able to make.

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We may face competition from affiliates of our advisor in the purchase, sale, lease and operation of properties.

The advisor and its affiliates specialize in providing lease financing services to corporations and in sponsoring funds, such as other CPA^® REITs, that invest in real estate. The other CPA^® REITs have investment policies and return objectives that are similar to ours and several of the CPA^® REITs are currently actively seeking opportunities to reinvest capital. Therefore, the advisor and its affiliates, including other CPA^® REITs, may compete with us with respect to properties, potential purchasers, sellers and lessees of properties, and mortgage financing for properties. We have no noncompetition agreement with the advisor and its affiliates and there are no restrictions on their ability to sponsor or manage funds or other investment vehicles that may compete with us in the future.

The inability of a tenant in a single tenant property to pay rent will reduce our revenues.

Most of our properties are each occupied by a single tenant and, therefore, the success of our investments is materially dependent on the financial stability of such tenants. For the year ended December 31, 2005, Mercury Moving Partners LP and U-Haul Moving Partners, Inc. jointly represented 13% of our total lease revenue, inclusive of minority interest. Lease payment defaults by tenants could cause us to reduce the amount of distributions to shareholders. A default of a tenant on its lease payments to us would cause us to lose the revenue from the property and cause us to have to find an alternative source of revenue to meet any mortgage payment and prevent a foreclosure if the property is subject to a mortgage. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and reletting our property. If a lease is terminated, there is no assurance that we will be able to lease the property for the rent previously received or sell the property without incurring a loss.

Our highly leveraged tenants may have a higher possibility of filing for bankruptcy or insolvency.

Highly leveraged tenants that experience downturns in their operating results due to adverse changes to their business or economic conditions may have a higher possibility of filing for bankruptcy or insolvency. In bankruptcy or insolvency, a tenant may have the option of vacating a property instead of paying rent. Until such a property is released from bankruptcy, our revenues may be reduced and could cause us to reduce distributions to shareholders.

The bankruptcy or insolvency of tenants may cause a reduction in revenue.

Bankruptcy or insolvency of a tenant could cause:

- the loss of lease payments;

- an increase in the costs incurred to carry the property;

- a reduction in the value of our shares; and

- a decrease in distributions to shareholders.

Under U.S. bankruptcy law, a tenant who is the subject of bankruptcy proceedings has the option of continuing or terminating any unexpired lease. If the tenant terminates the lease, any claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. The maximum claim will be capped at the amount owed for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year’s lease payments or 15% of the remaining lease payments payable under the lease (but no more than three years’ lease payments). In addition, due to the long term nature of our leases and terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction. If that were to occur, we would not be treated as the owner of the property, but might have additional rights as a secured creditor. Those rights would not include a right to compel the tenant to timely perform its obligations under the lease but would instead entitle us to “adequate protection,” a bankruptcy concept that applies to protect against further decrease in the value of the property if the value of the property is less than the balance owed to us.

As a general rule, insolvency laws outside of the United States are not as favorable to reorganization or to the protection of a debtor’s rights as tenants under a lease as are the laws in the United States. Our rights to terminate a lease for default are more likely to be enforceable in countries other than the United States, while a debtor/ tenant or its insolvency representative is less likely to have rights to force continuation of lease without our consent. Nonetheless, most such laws would permit a tenant or an appointed insolvency representative to terminate a lease if it so chooses.

However, because the bankruptcy laws of the United States are considered to be more favorable to debtors and to their reorganization, entities which are not ordinarily perceived as United States entities may seek to take advantage of the U.S. bankruptcy laws if they are eligible. An entity would be eligible to be a debtor under the U.S. bankruptcy laws if it had a domicile (state of incorporation or registration), place of business or assets in the United States. If a tenant became a debtor under the United States bankruptcy laws, then it would have the option of continuing or terminating any unexpired lease. Prior to taking the requisite procedural steps to

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

continue or terminate an unexpired lease, the tenant (or its trustee if one has been appointed) must timely perform all obligations of the tenant under the lease.

Companies in automotive related industries (manufacturing, parts, services, etc.) are currently experiencing a difficult environment, which has resulted in several companies filing for bankruptcy protection recently. We currently have five tenants in the auto industry, of which one, Tower, filed a voluntary petition of bankruptcy in February 2005. Tower contributed $2,479 in lease revenue during 2005. We cannot predict whether Tower will affirm or terminate its lease in connection with its bankruptcy reorganization. All tenants are current on their obligations including Tower, which is current on its obligations since filing for bankruptcy. If conditions in this industry worsen, additional tenants may file for bankruptcy protection and may disaffirm their leases as part of their bankruptcy reorganization plans. The net result of these trends may have an impact on our results of operations.

The programs managed by our advisor or its affiliates have had tenants file for bankruptcy protection and are involved in litigation. Four of the prior CPA^® programs reduced the rate of distributions to their investors as a result of adverse developments involving tenants.

Our tenants generally may not have a recognized credit rating, and may have a higher risk of lease defaults than if our tenants had a recognized credit rating.

Credit rating agencies may not evaluate or rank the debt or the credit risk of our tenants, as we seek tenants that we believe will have stable or improving credit profiles that have not been recognized by the traditional credit market. Our long-term leases with certain of these tenants may therefore pose a higher risk of default than would long-term leases with tenants whose credit potential has already been recognized by the market.

We may recognize substantial impairment charges on properties we own.

We may incur substantial impairment charges, which we are required to recognize whenever we sell a property for less than its carrying value, or we determine that the property has experienced an other-than-temporary decline in its carrying value (or, for direct financing leases, that the unguaranteed residual value of the underlying property has declined). By their nature, such impairment charges are not predictable. If we incur such impairment charges, they will reduce our net income, although they will not necessarily affect our cash flow from operations.

Our sale-leaseback agreements may permit tenants to purchase a property at a predetermined price, which could limit our realization of any appreciation or result in a loss.

In some circumstances, we grant tenants a right to purchase the property leased by the tenant. The purchase price may be a fixed price or it may be based on a formula. If a tenant exercises its right to purchase the property and the property’s market value has increased beyond that price, we would be limited in fully realizing the appreciation on that property. Additionally, if the property’s market value has decreased below the price at which the tenant can purchase the property, we would incur a loss.

Liability for uninsured losses could adversely affect our financial condition.

Losses from disaster-type occurrences (such as wars, terrorist activities, floods or earthquakes) may be either uninsurable or not insurable on economically viable terms. Should an uninsured loss occur, we could lose our capital investment and/or anticipated profits and cash flow from one or more properties, which in turn could cause the value of the shares and distributions to our shareholders to be reduced.

Our use of debt to finance investments could adversely affect our cash flow.

Most of our property acquisitions are made by borrowing a portion of the purchase price of our properties and securing the loan with a mortgage on the property. There is no limitation on the amount which we can borrow on a single property. We generally borrow on a limited recourse basis to limit our exposure on any property to the amount of equity invested in the property. If we are unable to make our debt payments as required, a lender could foreclose on the property or properties securing its debt. This could cause us to lose part or all of our investment which in turn could cause the value of our portfolio, and revenues available for distributions to our shareholders to be reduced. In addition, international loans typically contain covenants that allow the lender to declare a default if the loan-to-value ratio declines below a specified percentage, which may occur if the value of the property (as determined by appraisal) declines below its value at the time the loan is made. Such covenants may allow a default to be declared, and the lender to foreclose on the property, even if the owner is current in its payments. If such an event were to occur, the owner may be able to cure the default by making additional principal payments in order to reduce the loan-to-value ratio, resulting in larger cash expenditures and more rapid loan amortization than originally provided for.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Balloon payment obligations may adversely affect our financial condition.

Some of our financing may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make any balloon payment may depend upon our ability to refinance the mortgage or to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. Our ability to accomplish these goals will be affected by various factors existing at the relevant time, such as the state of the national and regional economies, local real estate conditions, available mortgage rates, our equity in the mortgaged properties, our financial condition, the operating history of the mortgaged properties and tax laws. A refinancing or sale could affect the rate of return to shareholders and the projected time of disposition of our assets. Scheduled balloon payments for the next five years are as follows:

2006	$	160	(1)
2007	$	—
2008	$	—
2009	$	35,958	(2)
2010	$	24,921

(1)

Excludes $56,717, of which our share is $34,030, related to mortgage debt on a property in Finland. These amounts are subject to fluctuation in foreign currency exchange rates. In accordance with the loan agreement, we have an obligation to complete certain actions within a specified period of time that have not been completed as of December 31, 2005. As a result of not completing this obligation, an event of default has occurred. We are working to complete this obligation and have received a waiver from the lender providing for an extension to complete the obligation by May 31, 2006. In the event that we are unable to complete this obligation by May 31, 2006, the lender may call the remaining obligation on this loan at any time.

(2)

Excludes our pro rata share of mortgage inclusive of obligations from equity investments totaling $26,120 in 2009.

Payment of fees to our advisor will reduce cash available for investment and distribution.

Our advisor will perform services for us in connection with the offer and sale of our shares, the selection and acquisition of our investments, the management and leasing of our properties and the administration of our other investments. Unless our advisor elects to receive our common stock in lieu of cash compensation, we will pay our advisor substantial fees for these services, which will reduce the amount of cash available for investment in properties or distribution to our shareholders.

Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.

We do not intend to register as an investment company under the Investment Company Act of 1940, as amended. If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

- limitations on capital structure;

- restrictions on specified investments;

- prohibitions on transactions with affiliates; and

- compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

In general, we expect to be able to rely on the exemption from registration provided by Section 3(c)(5)(C) of the Investment Company Act. In order to qualify for this exemption, at least 55% of our portfolio must be comprised of real property and mortgages and other liens on an interest in real estate (collectively, “qualifying assets”) and at least 80% of our portfolio must be comprised of real estate-related assets. Qualifying assets include mortgage loans, mortgage-backed securities that represent the entire ownership in a pool of mortgage loans and other interests in real estate. In order to maintain our exemption from regulation under the Investment Company Act, we must continue to engage primarily in the business of buying real estate.

To maintain compliance with the Investment Company Act exemption, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional income or loss generating assets that we might not otherwise have acquired or may have to forego opportunities to acquire interests in companies that we would otherwise want to acquire and would be important to our investment strategy. If we were required to register as an

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court were to require enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

We may need to use leverage to make distributions.

We may incur indebtedness if necessary to satisfy the REIT requirement that we distribute at least 90% of our net taxable income, excluding net capital gains, and to avoid the payment of income and excise taxes. It is possible that we could make distributions in excess of our earnings and profits and, accordingly, that such distributions could constitute a return of capital for U.S. federal income tax purposes. It is also possible that we will make distributions in excess of our income as calculated in accordance with generally accepted accounting principles.

The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT qualification.

The Internal Revenue Service, or IRS, may take the position that specific sale-leaseback transactions we treat as true leases are not true leases for U.S. federal income tax purposes but are, instead, financing arrangements or loans. If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the qualification requirements applicable to REITs.

Dividends payable by REITs generally do not qualify for reduced U.S. federal income tax rates because qualifying REITs do not pay U.S. federal income tax on their net income.

The maximum U.S. federal income tax rate for dividends payable by domestic corporations to individual domestic shareholders is 15% (through 2008). Dividends payable by REITs, however, are generally not eligible for the reduced rates, except to the extent that they are attributable to dividends paid by a taxable REIT subsidiary or a C corporation, or relate to certain other activities. This is because qualifying REITs receive an entity level tax benefit from not having to pay U.S. federal income tax on their net income. As a result, the more favorable rates applicable to regular corporate distributions could cause shareholders who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

In addition, the relative attractiveness of real estate in general may be adversely affected by the reduced U.S. federal income tax rates applicable to corporate dividends, which could negatively affect the value of our properties.

Possible legislative or other actions affecting REITs could adversely affect our shareholders and us.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our shareholders or us. It cannot be predicted whether, when, in what forms, or with what effective dates, the tax laws applicable to our shareholders or us will be changed.

The ability of our board of directors to revoke our REIT election without shareholder approval may cause adverse consequences to our shareholders.

Our organizational documents permit our board of directors to revoke or otherwise terminate our REIT election, without the approval of our shareholders, if it determines that it is not in our best interest to qualify as a REIT. In such a case, we would become subject to U.S. federal income tax on our taxable income and we would no longer be required to distribute most of our net taxable income to our shareholders, which may have adverse consequences on the total return to our shareholders.

The limit on the number of our shares a person may own may discourage a takeover.

Our articles of incorporation restrict beneficial ownership of more than 9.8% of the outstanding shares by one person or affiliated group in order to assist us in meeting the REIT qualification rules. These restrictions may discourage a change of control and may deter individuals or entities from making tender offers for shares, which offers might be financially attractive to shareholders or which may cause a change in our management.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Maryland law could restrict change in control.

Provisions of Maryland law applicable to us prohibit business combinations with:

- any person who beneficially owns 10% or more of the voting power of outstanding shares;

- an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our outstanding shares, referred to as an interested shareholder; or

- an affiliate of an interested shareholder.

These prohibitions last for five years after the most recent date on which the interested shareholder became an interested shareholder. Thereafter, any business combination must be recommended by our board of directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares and two-thirds of the votes entitled to be cast by holders of our shares other than shares held by the interested shareholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our shareholders’ interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our board of directors prior to the time that someone becomes an interested shareholder.

Our articles of incorporation permit our board of directors to issue stock with terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.

Our board of directors may determine that it is in our best interest to classify or reclassify any unissued stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of such stock with terms and conditions that could subordinate the rights of the holders of our common stock or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock. If our board of directors determines to take any such action, it will do so in accordance with the fiduciary duties it owes to holders of our common stock.

There is not, and may never be, a public market for our shares, so it will be difficult for shareholders to sell shares quickly.

There is no current public market for our shares. Our charter also prohibits the ownership of more than 9.8% of our stock, unless exempted by our board of directors, which may inhibit large investors from desiring to purchase your shares. Moreover, our redemption plan includes numerous restrictions that limit your ability to sell your shares to us, and our board of directors may amend, suspend or terminate our redemption plan. Therefore, it will be difficult for you to sell your shares promptly or at all. In addition, the price received for any shares sold prior to a liquidity event is likely to be less than the proportionate value of the real estate we own. Investor suitability standards imposed by certain states may also make it more difficult to sell your shares to someone in those states.

There are special considerations for pension or profit-sharing trusts, Keoghs or IRAs.

If you are investing the assets of a pension, profit sharing, 401(k), Keogh or other retirement plan, IRA or any other employee benefit plan subject to ERISA or Section 4975 of the Code in our shares, you should consider:

- whether your investment is consistent with the applicable provisions of ERISA and the Internal Revenue Code;

- whether your investment will produce unrelated business taxable income, referred to as UBTI, to the benefit plan; and

- your need to value the assets of the benefit plan annually.

We believe that, under current ERISA law and regulations, our assets should not be treated as “plan assets” of a benefit plan subject to ERISA and/or Section 4975 of the Internal Revenue Code that purchases shares, and based on our articles of incorporation and on our related representations. Our view is not binding on the Internal Revenue Service or the Department of Labor. If our assets were considered to be plan assets, our assets would be subject to ERISA and/or Section 4975 of the Internal Revenue Code, and some of the transactions we have entered into with our advisor and its affiliates could be considered “prohibited transactions” which could cause us, our advisor and its affiliates to be subject to liabilities and excise taxes. In addition, Carey Asset Management Corp., a wholly-owned subsidiary of WPC, could be deemed to be a fiduciary under ERISA and subject to other conditions, restrictions and prohibitions under Part 4 of Title I of ERISA. Even if our assets are not considered to be plan assets, a prohibited transaction could occur if we, Carey Financial, any selected dealer, the escrow agent or any of their affiliates is a fiduciary (within the meaning of ERISA) with respect to a purchase by a benefit plan and, therefore, unless an administrative or statutory exemption applies in the event such persons are fiduciaries (within the meaning of ERISA) with respect to your purchase, shares should not be purchased.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Our participation in joint ventures creates additional risk.

From time to time we participate in joint ventures and purchase properties jointly with other entities. To date, all of our joint venture partners have been affiliated CPA^® REITs; however, we may have unaffiliated joint venture partners in the future. There are additional risks involved in joint venture transactions. These risks include the potential of our joint venture partner becoming bankrupt and the possibility of diverging or inconsistent economic or business interests of us and our partner. These diverging interests could result in, among other things, exposing us to liabilities of the joint venture in excess of our proportionate share of these liabilities. The partition rights of each owner in a jointly owned property could reduce the value of each portion of the divided property. In addition, the fiduciary obligation that our advisor may owe to our partner in an affiliated transaction may make it more difficult for us to enforce our rights.

We do not fully control the management for our properties.

The tenants or managers of net lease properties are responsible for maintenance and other day-to-day management of the properties. Because our revenues are largely derived from rents, our financial condition is dependent on the ability of net lease tenants to operate the properties successfully. If tenants are unable to operate the properties successfully, the tenants may not be able to pay their rent, which could adversely affect our financial condition.

Shareholders’ equity interests may be diluted.

Our shareholders do not have preemptive rights to any shares of common stock issued by us in the future. Therefore, if we (1) sell shares of common stock in the future, including those issued pursuant to the distribution reinvestment plan, (2) sell securities that are

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

convertible into common stock, (3) issue common stock in a private placement to institutional investors, or (4) issue shares of common stock to our directors and to WPC and its affiliates for payment of fees in lieu of cash, then existing shareholders and investors purchasing shares in any later offering will experience dilution of their percentage ownership in us. Depending on the terms of such transactions, most notably the offer price per share, which may be less than the price paid per share in any later offering, and the value of our properties and our other investments, existing shareholders might also experience a dilution in the book value per share of their investment in us.

Our net asset value will be based on information that our advisor provides to a third party.

Our asset management and performance fees are based on an annual third party valuation of our real estate. Any valuation includes the use of estimates and our valuation may be influenced by the information provided by the advisor. Because net asset value is an estimate and can change as interest rate and real estate markets fluctuate, there is no assurance that a shareholder will realize net asset value in connection with any liquidity event.

Our board of directors may change our investment policies without shareholder approval, which could alter the nature of your investment.

Our bylaws require that our independent directors review our investment policies at least annually to determine that the policies we are following are in the best interest of the shareholders. These policies may change over time. The methods of implementing our investment policies may also vary, as new investment techniques are developed. Our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by a majority of the directors (including a majority of the independent directors), without the approval of our shareholders. As a result, the nature of an investment in our shares could change without shareholder consent.

We may incur costs to finish build-to-suit properties.

We may sometimes acquire undeveloped land or partially developed buildings for the purpose of owning to-be-built facilities for a prospective tenant. The primary risks of a build-to-suit project are potential for cost-overruns, failing to meet an agreed-upon delivery schedule and cost-overruns that cause the total project costs to exceed the original appraisal. In some cases, the prospective tenant bears these risks. However, in other instances we are required to bear these risks which means that we may have to advance funds to cover cost-overruns which we would not be able to recover through increased rent payments or that we may incur schedule delays that delay commencement of rent. We attempt to minimize these risks through guaranteed maximum price contracts, review of contractor financials and completed plans and specifications prior to commencement of construction. The incurrence of the costs described above or any non-occupancy by the tenant upon completion may reduce the project’s and our portfolio’s returns or result in losses to us.

The termination or replacement of our advisor could trigger a default or repayment event under our mortgage loans for some of our properties.

Lenders for certain of our properties, particularly in Europe, may request provisions in the mortgage loan documentation that would make the termination or replacement of our advisor an event of default or an event requiring the immediate repayment of the full outstanding balance of the loan. While we will attempt to negotiate not to include such provisions, lenders may require such provisions. If an event of default or repayment event occurs with respect to any of our properties, our revenues and distributions to our shareholders may be adversely affected.

A potential change in United States accounting standards regarding operating leases may make the leasing of facilities less attractive to our potential domestic tenants, which could reduce overall demand for our leasing services.

Under Statement of Financial Accounting Standard No. 13, Accounting for Leases, if the present value of a company’s minimum lease payments equals 90% or more of a property’s fair value, the lease is classified as a capital lease, and the lease obligation is included as a liability on the company’s balance sheet. However, if the present value of the minimum lease payments is less than 90% of the property’s value, the lease is considered an operating lease, and the obligation does not appear on the company’s balance sheet, but rather in the footnotes thereto. Thus, entering into an operating lease can appear to enhance a tenant’s balance sheet. The SEC has conducted a study of off-balance-sheet financing, including leasing, and the Financial Accounting Standards Board has recently indicated that it is considering addressing the issue. If the accounting standards regarding the financial statement classification of operating leases are revised, then companies may be less willing to enter into leases because the apparent benefits to their balance sheets could be reduced or eliminated. This in turn could adversely affect the advisor’s ability to consummate new investments in the future on our behalf, which in turn could adversely affect our financial results.

Requirements to obtain U.S. GAAP financial statements from tenants in certain cases may cause us to have to forego an investment opportunity.

As an SEC registered reporting company, we are subject to SEC rules and regulations that require us to provide financial information with respect to investments we make that are deemed significant under these rules and regulations. The financial information must be prepared in accordance with U.S. GAAP. Potential lessees may not have available U.S. GAAP-based financial information that would enable us to satisfy our obligations. As a result, we may have to elect not to make a particular investment if it will prevent us from satisfying our reporting obligations.

Compliance with the Americans with Disabilities Act may require us to spend substantial amounts of money which could adversely affect our operating results.

We must comply with the Americans with Disabilities Act and fire and safety regulations, which can require significant expenditures. All of our properties must comply with the applicable portions of the Americans with Disabilities Act and the related regulations, rules and orders, commonly referred to as the ADA, or similar applicable foreign laws. The ADA, for example, has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to

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persons with disabilities. If we fail to comply with the ADA and other applicable laws, the U.S. or foreign government might impose fines on us and award damages to individuals affected by the failure. In addition, we must operate our properties in compliance with numerous local and foreign fire and safety regulations, building codes and other land use regulations. Compliance with these requirements could require us to spend substantial amounts of money, which could adversely affect our operating results. Failure to comply with these requirements may also affect the marketability of the properties.

Our business, results of operations, financial condition or our ability to pay distributions at the current rate could be materially adversely affected by the above conditions. The risk factors may have affected, and in the future could affect, our actual operating and financial results and could cause such results to differ materially from those in any forward-looking statements. You should not consider this list exhaustive. New risk factors emerge periodically, and we cannot completely assure you that the factors described above list all material risks to us at any specific point in time. We have disclosed many of the important risk factors discussed above in our previous filings with the SEC.

ITEM 1B. Unresolved Staff Comments.

None.

ITEM 2. Properties.

Our principal offices are located at 50 Rockefeller Plaza, New York, NY 10020. The lease for our primarily corporate office space expires in 2016. We believe that this lease is suitable for our operations for the foreseeable future. We also maintain regional offices in Dallas, Texas and London, England.

Refer to the Our Portfolio section of Item 1 for a discussion of the properties we hold and Schedule III – Real Estate and Accumulated Depreciation of Item 8 for a detail listing of such properties.

ITEM 3. Legal Proceedings.

As of December 31, 2005, we were not involved in any material litigation.

In March 2004, following a broker-dealer examination of Carey Financial, the wholly-owned broker-dealer subsidiary of WPC, by the staff of the SEC, Carey Financial received a letter from the staff of the SEC alleging certain infractions by Carey Financial of the Securities Act of 1933, the Securities Exchange Act of 1934, the rules and regulations thereunder and those of the National Association of Securities Dealers, Inc. (“NASD”).

The staff alleged that in connection with a public offering of our shares, Carey Financial and its retail distributors sold certain securities without an effective registration statement. Specifically, the staff alleged that the delivery of investor funds into escrow after completion of the first phase of the offering (the “Phase I Offering”), completed in the fourth quarter of 2002 but before a registration statement with respect to the second phase of the offering (the “Phase II Offering”) became effective in the first quarter of 2003, constituted sales of securities in violation of Section 5 of the Securities Act of 1933. In addition, in the March 2004 letter the staff raised issues about whether actions taken in connection with the Phase II offering were adequately disclosed to investors in the Phase I Offering.

In June 2004, the Division of Enforcement of the SEC (“Enforcement Staff”) commenced an investigation into compliance with the registration requirements of the Securities Act of 1933 in connection with the public offerings of our shares during 2002 and 2003. In December 2004, the scope of the Enforcement Staff’s inquiries broadened to include broker-dealer compensation arrangements in connection with us and other REITs managed by WPC, as well as the disclosure of such arrangements. At that time WPC and Carey Financial received a subpoena from the Enforcement Staff seeking documents relating to payments by WPC, Carey Financial, and REITs managed by WPC to (or requests for payment received from) any broker-dealer, excluding selling commissions and selected dealer fees. WPC and Carey Financial subsequently received additional subpoenas and requests for information from the Enforcement Staff seeking, among other things, information relating to any revenue sharing agreements or payments (defined to include any payment to a broker-dealer, excluding selling commissions and selected dealer fees) made by WPC, Carey Financial or any REIT managed by WPC in connection with the distribution of WPC’s managed REITs or the retention or maintenance of REIT assets. Other information sought by the SEC includes information concerning the accounting treatment and disclosure of any such payments, communications with third parties (including other REIT issuers) concerning revenue sharing, and documents concerning the calculation of underwriting compensation in connection with the REIT offerings under applicable NASD rules.

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In response to the Enforcement Staff’s subpoenas and requests, WPC and Carey Financial have produced documents relating to payments made to certain broker-dealers both during and after the offering process, for certain of the REITs managed by WPC (including Corporate Property Associates 10 Incorporated (“CPA^®:10”), CIP^®, CPA^®:12 and CPA^®:14 as well as us), in addition to selling commissions and selected dealer fees.

Among the payments reflected on documents produced to the Staff were certain payments, aggregating in excess of $9,600, made to a broker-dealer which distributed shares of the REITs. The expenses associated with these payments, which were made during the period from early 2000 through the end of 2003, were borne by and accounted for on the books and records of the REITs. Of these payments, CPA^®:10 paid in excess of $40; CIP^® paid in excess of $875; CPA^®:12 paid in excess of $2,455; CPA^®:14 paid in excess of $4,990; and we paid in excess of $1,240. In addition, other smaller payments by the REITs to the same and other broker-dealers have been identified aggregating less than $1,000.

WPC and Carey Financial are cooperating fully with this investigation and have provided information to the Enforcement Staff in response to the subpoenas and requests. Although no formal regulatory action has been initiated against WPC or Carey Financial in connection with the matters being investigated, we expect the SEC may pursue such an action against either or both. The nature of the relief or remedies the SEC may seek cannot be predicted at this time. If such an action is brought, it could have a material adverse effect on WPC and Carey Financial and the magnitude of that effect would not necessarily be limited to the payments described above but could include other payments and civil monetary penalties. Any action brought against WPC or Carey Financial could also have a material adverse effect on us because of our dependence on WPC and Carey Financial for a broad range of services.

Several state securities regulators have sought information from Carey Financial relating to the matters described above. While one or more states may commence proceedings against Carey Financial in connection with these inquiries, we do not currently expect that these inquires will have a material effect on WPC or Carey Financial incremental to that caused by any SEC action.

ITEM 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the fourth quarter of the year ended December 31, 2005 to a vote of security holders, through the solicitation of proxies or otherwise.

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PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

There is no established public trading market for our shares. As of March 24, 2006, there were 41,815 holders of record of our shares.

Distributions

We are required to distribute annually at least 90% of our distributable REIT taxable income to maintain our status as a REIT. Quarterly distributions declared by us for the past two years are as follows:

Cash Distributions Declared Per Share:

	2005		2004
First quarter	$	.1589	$	.1569
Second quarter		.1594		.1572
Third quarter		.1599		.1580
Fourth quarter		.1604		.1585
	$	.6386	$	.6306

Unregistered Sales of Equity Securities

For the three month period ended December 31, 2005, 296,735 shares were issued to the advisor as consideration for performance fees. Shares were issued at $10.00 per share. Since none of these transactions were considered to have involved a “public offering” within the meaning of Section 4(2) of the Securities Act, as amended, the shares issued were deemed to be exempt from registration. In acquiring our shares, the advisor represented that such interests were being acquired by it for the purposes of investment and not with a view to the distribution thereof. We previously reported other sales of unregistered shares during 2005 in our quarterly reports on Form 10-Q.

Issuer Purchases of Equity Securities

			Total Number of Shares	Maximum Number
	Total		Purchased as Part of	(or Approximate Dollar Value)
	Number of Shares	Average Price	Publicly Announced	of Shares that may yet be purchased
Period	Purchased (1)	Paid Per Share	Plans or Programs (1)	under the Plans or Programs (1)
October 1, 2005 - October 31, 2005	—	$—	N/A	N/A
November 1, 2005 - November 30, 2005	—	—	N/A	N/A
December 1, 2005 - December 31, 2005	250,414	9.00	N/A	N/A
Total	250,414

(1) All shares were purchased pursuant to our redemption plan which we announced in November 2001. Under our redemption plan, we may elect to redeem shares subject to certain conditions and limitations. The maximum amount of shares purchasable in any period depends on the availability of funds generated by the Distribution Reinvestment and Share Purchase Plan and other factors at the discretion of our board of directors. The redemption plan will terminate if and when our shares are listed on a national securities market.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

ITEM 6. Selected Financial Data.

The following selected financial data should be read in conjunction with the accompanying consolidated financial statements and related notes in Item 8.

(In thousands except per share amounts)

	For the years ended December 31,
	2005		2004 (1)		2003		2002		2001 (2)
OPERATING DATA (3):
Revenues	$	226,701	$	154,957	$	73,216	$	9,277	$	—
Income (loss) from continuing operations		44,266		44,151		28,095		4,612		(69	)
Basic earnings (loss) from continuing operations per share		.35		.39		.36		.23		(3.42	)
Net income (loss)		43,809		38,886		4,647		5,767		(69	)
Basic earnings (loss) per share		.35		.34		.06		.29		(3.42	)
Cash distributions paid (4)		80,475		67,797		40,498		6,179		—
Cash distributions declared per share (4)		.6386		.6306		.6244		.6074		—
Payment of mortgage principal (5)		26,272		13,206		7,864		385		—
BALANCE SHEET DATA:
Total assets	$	2,856,501	$	2,718,396	$	1,639,152	$	806,298	$	2,206
Long-term obligations (6)		1,417,220		1,313,912		607,739		382,918		—

(1)	Includes the impact of the Merger in September 2004. (2) For the period from inception (February 26, 2001) through December 31, 2001.
(3)	Certain prior year balances have been reclassified to discontinued operations.
(4)	We paid our first distributions in April 2002.
(5)	Represents scheduled mortgage principal paid.
(6)	Represents mortgage obligations and deferred acquisition fee installments that are due after more than one year.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(In thousands except share and per share amounts)

The following discussion and analysis of financial condition and results of operations of Corporate Property Associates 15 Incorporated should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2005. As used in this Annual Report on Form 10-K, the terms “the Company,” “we,” “us,” and “our” include Corporate Property Associates 15 Incorporated, its consolidated subsidiaries and predecessors, unless otherwise indicated. The following discussion includes forward-looking statements. Forward-looking statements, which are based on certain assumptions, describe our future plans, strategies and expectations. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seeks,” “plans” or similar expressions. Do not unduly rely on forward-looking statements. They give our expectations about the future and are not guarantees, and speak only as of the date they are made. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievement to be materially different from the results of operations or plan expressed or implied by such forward-looking statements. While we cannot predict all of the risks and uncertainties, they include, but are not limited to, those described in Item 1A of this Annual Report on Form 10-K. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or our objectives and plans will be achieved.

EXECUTIVE OVERVIEW

Nature of Business

As described in more detail in Item 1 of this Annual Report, we are a real estate investment trust (“REIT”) that invests in commercial properties leased to companies domestically and internationally. The primary source of our revenue is earned from leasing real estate, primarily on a triple net lease basis. We were formed in 2001 and are managed by W. P. Carey & Co. LLC and its subsidiaries (collectively, the “advisor”). As a REIT, we are not subject to U.S. federal income taxation as long as we satisfy certain requirements relating to the nature of our income, the level of our distributions and other factors.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Current Developments and Trends

Significant business developments that occurred during 2005 are detailed in Item 1 — Significant Developments During 2005.

Current trends include:

We continue to see increased competition for net leased properties as capital continues to flow into real estate, in general, and net leased real estate, in particular. We believe that the low long-term treasury rate by historical standards has created greater investor demand for yield-based investments, such as triple net leased real estate, thus creating increased capital flows and a more competitive investment environment.

Increases in long term interest rates would likely cause the value of our real estate assets to decrease. Increases in interest rates may also have an impact on the credit quality of certain tenants. Rising interest rates would likely cause an increase in inflation and a corresponding increase in the Consumer Price Index (“CPI”). To the extent that the CPI increases, additional rental income streams may be generated for leases with CPI adjustment triggers. In addition, we constantly evaluate our debt exposure and to the extent that opportunities exist to refinance and lock in lower interest rates over a longer term, we may be able to reduce our exposure to short term interest rate fluctuation.

We have foreign operations and as such are subject to risk from the effects of exchange rate movements in foreign currencies. We benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to foreign currencies. Since December 31, 2004, the U.S. dollar has strengthened which has had an adverse impact on our results of operations and will continue to have such an impact should such strengthening continue.

Companies in automotive related industries (manufacturing, parts, services, etc.) are currently experiencing a difficult environment, which has resulted in several companies filing for bankruptcy protection recently. We currently have five tenants in the auto industry, of which one has recently filed a voluntary petition of bankruptcy. Tower, who has filed for bankruptcy protection, has not indicated whether it will affirm its lease. These five tenants account for annual lease revenues of $5,365 and income from equity investments of $295 and have an aggregate carrying value of $47,291 as of December 31, 2005. Of these totals, the tenant that filed for bankruptcy protection accounted for approximately $2,479 and $19,024 of annual lease revenues and carrying value at December 31, 2005, respectively. All tenants are current on their obligations including Tower, which is current on its obligations since filing for bankruptcy. If conditions in this industry worsen, additional tenants may file for bankruptcy protection and may disaffirm their leases as part of their bankruptcy reorganization plans. The net result of these trends may have an impact on our results of operations.

For the year ended December 31, 2005, cash flow generated from operations and equity investments was sufficient to fund distributions paid to shareholders and minority partners and scheduled mortgage principal payments.

How We Earn Revenue

The primary source of our revenue is from leasing real estate. We invest in and own commercial properties that are then leased to companies domestically and internationally, primarily on a triple net lease basis. Revenue is subject to fluctuation because of the timing of new investments, new lease transactions of existing properties, lease expirations, lease terminations and sales of property.

How Management Evaluates Results of Operations

Management evaluates our results with a primary focus on the ability to generate cash flow necessary to meet our objectives of funding distributions to our shareholders and overall property appreciation. As a result, management’s assessment of operating results gives less emphasis to the effect of unrealized gains and losses, which may cause fluctuations in net income for comparable periods but have no impact on cash flow, and to other noncash charges such as depreciation and impairment charges. In evaluating cash flow from operations, management includes equity distributions that are included in investing activities to the extent that the distributions in excess of equity income are the result of noncash charges such as depreciation and amortization. Management does not consider unrealized gains and losses resulting from short-term foreign currency fluctuations or derivative instruments when evaluating our ability to fund distributions. Management’s evaluation of our potential for generating cash flow includes its assessment of the long-term sustainability of our real estate portfolio.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Our operations consist of the investment in and the leasing of commercial real estate. Management’s evaluation of the sources of lease revenues for the years ended December 31, 2005, 2004 and 2003 is as follows:

	2005		2004		2003
Rental income	$	181,967	$	129,655	$	60,009
Interest income from direct financing leases		32,831		18,097		6,845
	$	214,798	$	147,752	$	66,854

For the years ended December 31, 2005, 2004 and 2003, we earned net lease revenues (i.e., rental income and interest income from direct financing leases) from our direct ownership of real estate from the following lease obligations:

	2005		%			2004		%			2003		%
Mercury Partners, LP and U-Haul Moving Partners, Inc. (c) (h)	$	28,541		13	%	$	19,197		13	%	$	—		—	%
Carrefour-France, SAS (a) (b) (c)		15,973		7			15,185		10			11,722		18
Clear Channel Communications, Inc. (c)		14,151		7			14,151		10			14,151		21
Thales S.A. (b) (c) (g)		11,073		5			4,538		3			—		—
Pohjola Non-Life Insurance Company (b) (c) (e)		7,461		3			—		—			—		—
TietoEnator plc. (b) (g)		6,981		3			3,381		2			—		—
Hellweg Die Profi-Baumarkte GmbH & Co. KG (b) (c) (d)		6,513		3			—		—			—		—
Foster Wheeler, Inc.		5,421		3			5,273		4			5,256		8
Medica — France, SA (a) (b) (c) (i)		5,231		2			5,020		3			4,427		7
Lifetime Fitness, Inc. (i)		4,928		2			4,928		3			1,187		2
Information Resources (f)		4,479		2			1,464		1			—		—
Qualceram Shires Ltd. (b) (i)		4,012		2			3,983		3			2,284		3
Lillian Vernon Corp. (i)		3,848		2			3,848		3			1,910		3
Best Buy, Inc. (f)		3,769		2			1,267		1			—		—
Berry Plastics Corporation (i)		3,261		2			2,962		2			289		—
Other (b) (f)		89,156		42			62,555		42			25,628		38
	$	214,798		100	%	$	147,752		100	%	$	66,854		100	%

(a)	Until March 12, 2003, we owned 100% interests in the applicable properties at which time minority interests were sold to an affiliate (see Note 9). We acquired an additional Carrefour property during the fourth quarter of 2003.
(b)	Revenue amounts are subject to fluctuations in foreign currency exchange rates.
(c)	Includes lease revenues applicable to minority interests. Minority interests included in the consolidated amounts above total $44,568, $27,643 and $10,382 for the years ended December 31, 2005, 2004 and 2003, respectively.
(d)	We acquired our interest in this property during the second quarter of 2005.
(e)	We acquired our interest in this property during the first quarter of 2005.
(f)	Includes the real estate interests acquired in the Merger in September 2004.
(g)	We acquired our interest in these properties during the third quarter of 2004.
(h)	We acquired our interest in these properties during the second quarter of 2004.
(i)	We placed into service or acquired our interest in this property during 2003.

We recognize income from equity investments of which lease revenues are a significant component. Our ownership interests range from 30% to 64%. For the years ended December 31, 2005, 2004 and 2003, our share of net lease revenues in the following lease obligations is as follows:

	2005		%			2004		%			2003		%
Marriott International, Inc. (a)	$	8,833		23	%	$	2,767		11	%	$	—		—	%
Starmark Holdings L.L.C.(b)		8,007		21			8,040		31			7,204		37
True Value Company		7,236		19			7,236		28			7,236		37
Advanced Micro Devices, Inc. (a)		3,484		9			1,086		4			—		—
Petsmart, Inc.		2,491		6			2,491		9			2,491		13
Hologic, Inc		2,020		5			2,020		8			2,020		10
Compucom Systems, Inc (a)		1,489		4			470		2			—		—
Del Monte Corporation (a)		1,471		4			493		2			—		—
The Upper Deck Company (a)		1,452		4			484		2			—		—
The Talaria Company (Hinckley) (c)		985		2			—		—			—		—
Actuant Corporation (d) (e)		739		2			414		1			—		—
Builders Firstsource, Inc.		576		1			574		2			554		3
	$	38,783		100	%	$	26,075		100	%	$	19,505		100	%

(a)	Includes the CIP® real estate interests acquired in the Merger in September 2004.
(b)	We acquired our interest in this investment during the first quarter of 2003.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

(c)	We acquired our interest in this investment during 2005.
(d)	Revenue amounts are subject to fluctuations in foreign currency exchange rates.
(e)	We acquired our interest in this investment during 2003. We sold a 49.99% interest in this investment in May 2004 to an affiliate pursuant to a purchase option, prior to which this investment was consolidated.

RESULTS OF OPERATIONS

Lease Revenue

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, lease revenues (rental income and interest income from direct financing leases) increased by $67,046 primarily due to recent investment activity which contributed $59,453, the completion of several build-to-suit projects in 2004 and 2005 which contributed $6,474 and rent increases at several properties which contributed $1,654. These increases were partially offset by reductions in lease revenue due to the reclassification of an investment to an equity investment in connection with the sale of a portion of our interest to an affiliate and to a lesser extent, fluctuations in foreign currency exchange rates. Our net leases generally have rent increases based on formulas indexed to increases in the CPI or other indices for the jurisdiction in which the property is located, sales overrides or other periodic increases, which are designed to increase lease revenues in the future.

The increase in lease revenue from recent investment activity is comprised of $21,231 from the full year effect of properties acquired in the Merger in September 2004, $21,454 from the full year effect of investments completed in 2004 and $16,768 from investments completed in 2005.

Recent lease activity includes:

- Build-to-suit projects completed during 2005, which contributed lease revenues of $1,232 in 2005, are expected to contribute annual lease revenues of approximately $6,800.

- Tower, which contributed $2,479 in lease revenue during 2005, filed for Chapter 11 bankruptcy protection in February 2005. We cannot predict whether Tower will affirm or terminate its lease in connection with its bankruptcy reorganization.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, lease revenues increased by $80,898 primarily as a direct result of the substantial increase in our real estate assets during 2004 and 2003. During 2004, we earned an additional $69,291 from investments completed during 2004 and 2003, inclusive of $11,124 from the properties acquired from the Merger and $9,015 from the completion of several build-to-suit projects during 2004 and 2003.

Other Operating Income

Other operating income generally consists of costs reimbursable by tenants, lease termination payments and other non-rent related revenues including, but not limited to, settlements of claims against former lessees. We receive settlements in the ordinary course of business; however, the timing and amount of such settlements cannot always be estimated. Reimbursable tenant costs are recorded as both income and property expense and, therefore, have no impact on net income.

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, other operating income increased by $4,698 primarily due to an increase of approximately $3,475 in reimbursable tenant costs resulting from the continued growth in our portfolio.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, other operating income increased by $843 as a result of an increase in costs which are reimbursable by tenants for the same reason described above.

Depreciation and Amortization

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, depreciation and amortization expense increased by $16,678 primarily due to recent investment activity. Depreciation and amortization expense increased by $7,353 from the full year impact of investments completed in 2004, $4,975 from the full year impact of properties acquired in the Merger in September 2004 and $4,373 from investments completed in 2005.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, depreciation and amortization expense increased by $17,895, primarily as a result of our investment activity during 2004 and 2003. New leases in 2004 and 2003 generated $13,776 of the increase

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

and the completion of build-to-suit projects during 2004 and 2003 contributed $1,878. An additional $1,958 of depreciation and amortization is attributable to properties acquired in the Merger.

Property Expenses

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, property expenses increased by $12,332, primarily due to a $7,174 increase in asset management and performance fees payable to the advisor and an increase in costs reimbursable by tenants as described in Other Operating Income above. Asset management and performance fees are based on assets invested in real estate and have increased as a result of the growth in our asset base. Reimbursable tenant costs have increased due to the continued growth in our portfolio.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, property expense increased by $8,874, primarily due to a $7,440 increase in asset management and performance fees and an increase of $842 in costs reimbursable by tenants.

General and Administrative

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, general and administrative expenses increased by $2,170, primarily due to an $828 increase in our share of expenses allocated by the advisor, a $539 increase in our share of rental expenses under an office-sharing agreement, a $530 increase in income taxes primarily incurred by a subsidiary located in the United Kingdom, a $411 increase in investor related costs, including printing and proxy solicitation costs and an increase in bad debt expense primarily for certain non-real estate related receivables of a French subsidiary which have been written off in connection with a sale. These increases were partially offset by a reduction in acquisition related expenses as a result of lower investment volume in 2005.

The increase in expenses allocated by the advisor results from the increase in our asset base due to recent investment activity while the increase in rent expenses is due to an increase in our revenue as rent is allocated under the office-sharing agreement based on revenue. Approximately $335 of the income taxes incurred by a subsidiary located in the United Kingdom has been reimbursed to us by the advisor.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, general and administrative expenses increased by $1,117, primarily due to a $1,707 increase in our share of expenses allocated by the advisor, a $501 increase in state income taxes and an increase in our share of rental expenses under an office-sharing agreement. These increases were offset in part by a number of reductions in elements of general and administrative expense, including a $1,503 reduction in payments to broker dealers and a decline in acquisition expenses. The broker dealer fees, which reflected the discontinuance of payments to a broker dealer of account maintenance fees, are among the payments that are a subject of the SEC investigation described in Item 3 — Legal Proceedings.

Income from Equity Investments

Income from equity investments represents our proportionate share of net income (revenue less expenses) from investments entered into with affiliates or third parties in which we have been deemed to have a non-controlling interest but exercise significant influence.

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, income from equity investments increased by $5,434, primarily due to increases of $4,384 and $550 related to the full year impact of equity investments acquired in 2004 (mainly due to the Merger in September 2004) and equity investments acquired in 2005, respectively.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, income from equity investments increased by $1,832, primarily due to the impact of equity investments acquired in connection with the Merger.

Minority Interest in Income

We consolidate investments in which we are deemed to have a controlling interest. Minority interest in income represents the proportionate share of net income (revenue less expenses) from such investments that is attributable the partner(s) holding the non-controlling interest.

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, minority interest in income increased by $4,952, primarily as a result of 2005 and 2004 investment activity, including the effect of the Merger which contributed $1,914 of the increase.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, minority interest in income increased by $6,742, primarily due to the sales of interests in properties that we previously wholly owned, acquisitions in 2004 and acquiring controlling interests in the Merger. The sale of interests in our French investments to affiliates in 2003 contributed additional minority interest income of $2,910 in 2004. During 2004, we acquired controlling interests in three investments, which contributed $2,825 of the increase. In connection with the Merger, we also acquired controlling interests in five investments which contributed an additional $942 of minority interest income.

(Loss) Gain on Foreign Currency Transactions and Other Gains, Net

2005 VS. 2004 — For the year ended December 31, 2005, we recognized a net loss on foreign currency transactions and other gains of $3,617 as compared with a net gain of $5,516 for the year ended December 31, 2004. This loss primarily consists of unrealized losses of $3,143 on the translation of intercompany subordinated debt with scheduled principal repayments and accrued interest on such debt, primarily due to the strengthening of the U.S. dollar since December 31, 2004.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, the net gain on foreign currency transactions increased $3,015. Foreign currency gains in 2004 primarily represent cash balances that have been generated from our foreign real estate investments and have been converted back to U.S. dollars.

(Loss) Gain on Sale of Real Estate

In 2003, we sold a portion of our interests in several properties in France to an affiliate and recognized a gain of $3,429.

Interest Expense

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, interest expense increased by $32,925, primarily as a result of the addition of $999,633 of new limited recourse mortgage financing in connection with the Merger and properties acquired during 2005 and 2004. This increase was partially offset by a $26,272 reduction in mortgage notes payable balances as a result of making scheduled mortgage principal payments.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, interest expense increased by $32,308, primarily as a result of obtaining $892,820 of new limited recourse mortgage financing for the same factors described above. This increase was partially offset by a $13,206 reduction in mortgage notes payable balances as a result of making scheduled mortgage principal payments.

Income from Continuing Operations

2005 VS. 2004 — For the years ended December 31, 2005 and 2004, income from continuing operations increased $115. Income generated from our 2005 and 2004 investment activity, including the Merger, was substantially offset by a $9,133 difference between in unrealized losses in 2005 and unrealized gains in 2004, primarily on foreign currency transactions. These variances are described above.

2004 VS. 2003 — For the years ended December 31, 2004 and 2003, income from continuing operations increased by $16,056. The increase is primarily due to additional income resulting from our investment activity in 2004 (including the Merger) and 2003.

Discontinued Operations

2005 — For the year ended December 31, 2005, we incurred a loss from discontinued operations of $457 primarily due to impairment charges totaling $1,210 which were partially offset by a net gain on the sales of several properties totaling $571 and income of $182 from the operations of discontinued operations.

2004 — For the year ended December 31, 2004, we incurred a loss from discontinued operations of $5,265 primarily due to impairment charges totaling $5,000.

2003 — For the year ended December 31, 2003, we incurred a loss from discontinued operations of $23,448 primarily due to impairment charges totaling $24,000.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

The effect of suspending depreciation expense as a result of the classification of certain properties as held for sale was $177 in 2005 and $51 in 2004.

FINANCIAL CONDITION

Uses of Cash During the Period

Cash and cash equivalents totaled $131,448 as of December 31, 2005, a decrease of $13,074 from the December 31, 2004 balance. We believe we have sufficient cash balances to meet our working capital needs including our current distribution rate. Our use of cash during the period is described below.

Operating Activities

One of our objectives is to use the cash flow from net leases (including equity investments) to meet operating expenses, service debt and fund distributions to shareholders and minority interest partners. During 2005, cash flows from operations and equity investments of $127,118 were sufficient to pay distributions to shareholders of $80,475, meet scheduled mortgage principal installments of $26,272 and distribute $18,505 to minority interest partners.

Investing Activities

Our investing activities are generally comprised of real estate transactions (purchases and sales of real estate), payment of our annual installment of deferred acquisition fees and the purchase and sale of short-term investments and marketable securities which we intend to convert to cash. We used $364,437 for investments in real estate and incurred $29,691 of capitalized costs primarily related to build-to-suit projects, all of which were completed during 2005. Our investment activity during 2005 was funded through the use of proceeds from limited resource mortgage financing, existing cash balances and proceeds from the sale of auction-rate securities and real estate. Proceeds from the sales of properties in 2005 were $23,723 consisting primarily of $19,419 from the sale of our property in Florida formerly leased to Transworld Center, Inc. and $4,090 from the sale of our majority interest in a joint venture company that owns property in France.

Financing Activities

In addition to making scheduled mortgage principal payments, paying distributions to shareholders and minority partners, we also used $11,569 to purchase treasury shares through a redemption plan which allows shareholders to sell shares back to us, subject to certain limitations. We obtained $301,493 in limited recourse mortgage financing to fund investment activity in 2005 and received $37,589 from minority partners for their participation in three investments. We also received $20,375 from the issuance of stock, net of costs.

Cash Resources

As of December 31, 2005, we had $131,448 in cash and cash equivalents which will primarily be used for future real estate investments and may be used for working capital needs, distributions and other commitments. In addition, debt may be incurred on unleveraged properties with a carrying value of $57,338 as of December 31, 2005 and any proceeds may be used to finance future real estate purchases and for working capital needs.

We expect cash flows from operating activities to be affected by several factors in 2006 including:

• The full year impact of investments completed in 2005 which we expect will provide additional cash flow in 2006.

• The advisor’s election in 2006 to continue to receive performance fees in restricted shares.

• Scheduled rent increases on several properties during 2006 should result in additional cash from operations.

Cash Requirements

During the next twelve months, cash requirements will include scheduled mortgage principal payment installments including a mortgage balloon payment of $160 due in June 2006 (our next mortgage balloon payment is not scheduled until January 2009), paying distributions to shareholders and minority partners as well as other normal recurring operating expenses. We may also seek to use our cash to invest in new properties to further diversify our portfolio and maintain cash balances sufficient to meet working capital needs.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Based on projected increases in operating cash flows from recent investments, cash flow from operations and distributions from operations of equity investments in excess of equity income is expected to be sufficient to meet operating cash flow objectives during the next twelve months. Accordingly, we expect to have sufficient cash flow to continue funding distributions to our shareholders. Distributions are determined based in part upon our long-term projections of cash flow.

AGGREGATE CONTRACTUAL AGREEMENTS

The table below summarizes our contractual obligations as of December 31, 2005 and the effect that such commitments and obligations are expected to have on our liquidity and cash flow in future periods.

			Less than 1							More than 5
	Total		Year			1-3 Years		3-5 Years		years
Mortgage notes payable – Principal	$	1,476,980	$	84,258	(1)	$	60,909	$	133,165	$	1,198,648
Mortgage notes payable – Interest (2)		693,289		88,034			164,060		151,528		289,667
Deferred acquisition fees – Principal		33,953		9,455			23,159		1,339		—
Deferred acquisition fees – Interest		4,663		1,922			2,661		80		—
Subordinated disposition fees (3)		1,273		—			—		—		1,273
Operating leases (4)		9,253		578			1,567		1,740		5,368
	$	2,219,411	$	184,247		$	252,356	$	287,852	$	1,494,956

(1)	Includes $56,717, of which our share is $34,030, related to mortgage debt on a property in Finland. These amounts are subject to fluctuation in foreign currency exchange rates. In accordance with the loan agreement, we have an obligation to complete certain actions within a specified period of time that have not been completed as of December 31, 2005. As a result of not completing this obligation, an event of default has occurred. We are working to complete this obligation and have received a waiver from the lender providing for an extension to complete the obligation by May 31, 2006. In the event that we are unable to complete this obligation by May 31, 2006, the lender may call the remaining obligation on this loan at any time.
(2)	Interest on variable rate debt obligations was calculated using the applicable variable interest rate as of December 31, 2005.
(3)	Payable to the advisor, subject to meeting contingencies, in connection with any liquidity event.
(4)	Operating lease obligations consist primarily of our share of minimum rents payable under an office cost-sharing agreement with certain affiliates for the purpose of leasing office space used for the administration of real estate entities. Such amounts are allocated among the entities based on gross revenues and are adjusted quarterly.

Amounts in the table above related to our foreign operations are based on the exchange rate of the local currencies as of December 31, 2005.

As of December 31, 2005, we have no material capital lease obligations for which we are the lessee, either individually or in the aggregate.

In connection with the purchase of our properties, we require the sellers to perform environmental reviews. We believe, based on the results of such reviews, that our properties were in substantial compliance with Federal and state environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with either leakage from underground storage tanks, surface spills from facility activities or historical on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. Tenants are generally subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. In addition, our leases generally require tenants to indemnify us from all liabilities and losses related to the leased properties with provisions of such indemnification specifically addressing environmental matters. The leases generally include provisions which allow for periodic environmental assessments, paid for by the tenant, and allow us to extend leases until such time as a tenant has satisfied its environmental obligations. Certain of the leases allow us to require financial assurances from tenants such as performance bonds or letters of credit if the costs of remediating environmental conditions are, in our estimation, in excess of specified amounts. Accordingly, we believe that the ultimate resolution of any environmental matter should not have a material adverse effect on our financial condition, liquidity or results of operations.

SUBSEQUENT EVENTS

In January 2006 the advisor entered into a co-operation agreement with Starmark Holdings L.L.C. (“Starmark”) (formerly the parent of Starmark Camhood L.L.C.) covering several properties owned by us and certain of our affiliates and leased to Starmark under a master lease. Under this cooperation agreement, the advisor, on behalf of ourselves and our affiliates, has agreed to co-operate in Starmark’s efforts to sell its existing individual leasehold interests to third parties and restructure the lease agreements.

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Additionally, Starmark’s financial covenants have been replaced by certain payment restrictions and an agreement to reserve certain of the proceeds of sale of the leasehold interests and other Starmark properties to cover certain costs we incurred in connection with transactions under the co-operation agreement.

In August 2005, we entered into an agreement to sell a property in Miami, Florida formerly leased to Trends Clothing Corp. During the fourth quarter of 2005, the buyer exercised its right to terminate the contract and we entered into an agreement with a new third party to sell the property for $17,890. We completed the sale in March 2006 and expect to record a gain on sale of approximately $3,095. We used $7,763 of the sale proceeds to satisfy an existing mortgage obligation on the property.

As previously reported in our Form 10-Q report for the quarter ended September 30, 2005, upon being advised that certain distributions, beginning with the April 2004 distribution, might be construed to be preferential dividends, we promptly notified the IRS and submitted a request for a closing agreement. In March 2006, we entered into a closing agreement with the IRS, under which the IRS reached a final determination that it would not challenge our qualification as a REIT, or the deductibility of dividends paid to our shareholders, for the tax years ended December 31, 2005 and 2004 based upon the manner in which we issued shares in our distribution reinvestment plan. In settlement of this matter, the advisor has agreed to make a payment of $129 to the IRS and to cancel the issuance of a de minimis number of shares issued pursuant to our distribution reinvestment plan that may have caused the dividends to be preferential.

In March 2006, we together with an affiliate, CPA^®:16-Global, through a subsidiary in which we own a 75% interest and CPA^®:16-Global owns the remaining 25%, entered into agreements to acquire and lease back 18 retail facilities in Europe from OBI AG, for a total purchase price that is expected to be approximately $200,000. The transaction is expected to close during the first half of 2006, however there can be no assurance that we will be successful in completing the transaction for the expected purchase price and within the estimated timeframe. In anticipation of closing this transaction and obtaining limited recourse mortgage financing, we entered into an interest rate swap contract with a lender with a notional amount of approximately $119,345, based on the exchange rate of the Euro as of March 2, 2006, the date we entered into the interest rate swap.

In March 2006, we entered into an agreement to fund an expansion at an existing facility in Nebraska. The total cost of the expansion is expected to be approximately $14,700.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2 to the consolidated financial statements. Many of these accounting policies require certain judgment and the use of certain estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Those accounting policies that require significant estimation and/or judgment are listed below.

Classification of Real Estate Assets

We classify our directly owned leased assets for financial reporting purposes as either real estate leased under the operating method or net investment in direct financing leases at the inception of a lease or when significant lease terms are amended. This classification is based on several criteria, including, but not limited to, estimates of the remaining economic life of the leased assets and the calculation of the present value of future minimum rents. In determining the classification of a lease, we use estimates of remaining economic life provided by third party appraisals of the leased assets. The calculation of the present value of future minimum rents includes determining a lease’s implicit interest rate, which requires an estimate of the residual value of leased assets as of the end of the non-cancelable lease term. Different estimates of residual value result in different implicit interest rates and could possibly affect the financial reporting classification of leased assets. The contractual terms of our leases are not necessarily different for operating and direct financing leases; however the classification is based on accounting pronouncements which are intended to indicate whether the risks and rewards of ownership are retained by the lessor or substantially transferred to the lessee. Management believes that it retains certain risks of ownership regardless of accounting classification. Assets classified as net investment in direct financing leases are not depreciated and, therefore, the classification of assets may have a significant impact on net income even though it has no effect on cash flows.

Identification of Tangible and Intangible Assets in Connection with Real Estate Acquisitions

In connection with the acquisition of properties, purchase costs are allocated to tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of tangible assets, consisting of land, buildings and tenant improvements, is determined

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as if vacant. Intangible assets including the above-market value of leases, the value of in-place leases and the value of tenant relationships are recorded at their relative fair values. Below-market value of leases are also recorded at their relative fair values and are included in prepaid rental income and security deposits in the accompanying consolidated financial statements.

The value attributed to tangible assets is determined in part using a discount cash flow model which is intended to approximate what a third party would pay to purchase the property as vacant and rent at current “market” rates. In applying the model, we assume that the disinterested party would sell the property at the end of a market lease term. Assumptions used in the model are property-specific as it is available; however, when certain necessary information is not available, we will use available regional and property-type information. Assumptions and estimates include a discount rate or internal rate of return, marketing period necessary to put a lease in place, carrying costs during the marketing period, leasing commissions and tenant improvements allowances, market rents and growth factors of such rents, market lease term and a cap rate to be applied to an estimate of market rent at the end of the market lease term.

Above-market and below-market lease intangibles are based on the difference between the market rent and the contractual rents and are discounted to a present value using an interest rate reflecting our current assessment of the risk associated with the lease acquired. We acquire properties subject to net leases and consider the credit of the lessee in negotiating the initial rent.

The total amount of other intangibles is allocated to in-place lease values and tenant relationship intangible values based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with each tenant. Characteristics we consider in allocating these values include the expectation of lease renewals, nature and extent of the existing relationship with the tenant, prospects for developing new business with the tenant and the tenant’s credit quality, among other factors. Intangibles for above-market and below-market leases, in-place lease intangibles and tenant relationships are amortized over their estimated useful lives. In the event that a lease is terminated, the unamortized portion of each intangible, including market rate adjustments, in-place lease values and tenant relationship values, are charged to expense.

Factors considered include the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Estimated carrying costs include real estate taxes, insurance, other property operating costs, expectation of funding tenant improvements and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on assessments of specific market conditions. Estimated costs to execute leases include commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of the property.

Basis of Consolidation

The consolidated financial statements include us, our wholly owned and majority owned controlled subsidiaries and three variable interest entities (“VIE”) in which we are the primary beneficiary. All material inter-entity transactions have been eliminated.

For acquisitions of an interest in an entity or newly formed joint venture or limited liability company, we evaluate the entity to determine if the entity is deemed a VIE, and if we are deemed to be the primary beneficiary, in accordance with FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FIN 46(R)”). Entities that meet one or more of the criteria listed below are considered VIEs.

- Our equity investment is not sufficient to allow the entity to finance its activities without additional third party financing;

- We do not have the direct or indirect ability to make decisions about the entity’s business;

- We are not obligated to absorb the expected losses of the entity;

- We do not have the right to receive the expected residual returns of the entity; and

- Our voting rights are not proportionate to our economic interests, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

     We consolidate the entities that are VIEs when we are deemed to be the primary beneficiary of the VIE. For entities where we are not deemed to be the primary beneficiary of the VIE and our ownership is 50% or less and we have the ability to exercise significant influence as well as jointly-controlled tenancy-in-common interests we use the equity accounting method, i.e. at cost, increased or

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decreased by our share of earnings or losses, less distributions. When events occur, we will reconsider our determination of whether an entity is a VIE and who the primary beneficiary is to determine if there is a change in the original determinations.

During 2005, we entered into a joint venture with CPA^®:16-Global, an affiliate, in which we both own a 50% interest in a property in Paris, France which is leased to the Prefecture de Police. In accordance with FIN 46(R), we consolidate this VIE as we believe that we are the primary beneficiary.

The Company has interests in five joint ventures that are consolidated and have minority interests that have finite lives and were considered mandatorily redeemable non-controlling interests prior to the issuance of FSP 150-3. As a result of the deferral provisions of FSP 150-3, these minority interests have not been reflected as liabilities.

Impairments

Impairment charges may be recognized on long-lived assets, including but not limited to, real estate, direct financing leases, assets held for sale and equity investments. Estimates and judgments are used when evaluating whether these assets are impaired. When events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, we perform projections of undiscounted cash flows, and if such cash flows are insufficient, the assets are adjusted (i.e., written down) to their estimated fair value. An analysis of whether a real estate asset has been impaired requires us to make our best estimate of market rents, residual values and holding periods. In our evaluations, we generally obtain market information from outside sources; however, such information requires us to determine whether the information received is appropriate to the circumstances. As our investment objective is to hold properties on a long-term basis, holding periods used in the analyses generally range from five to ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We will consider the likelihood of possible outcomes in determining the best possible estimate of future cash flows. Because in most cases, each of our properties is leased to one tenant, we are more likely to incur significant writedowns when circumstances change because of the possibility that a property will be vacated in its entirety and, therefore, it is different from the risks related to leasing and managing multi-tenant properties. Events or changes in circumstances can result in further non-cash writedowns and impact the gain or loss ultimately realized upon sale of the assets.

We perform a review of our estimate of residual value of our direct financing leases at least annually to determine whether there has been an other than temporary decline in the current estimate of residual value of the underlying real estate assets (i.e., the estimate of what we could realize upon sale of the property at the end of the lease term). If the review indicates a decline in residual value, that is other than temporary, a loss is recognized and the accounting for the direct financing lease will be revised to reflect the decrease in the expected yield using the changed estimate, that is, a portion of the future cash flow from the lessee will be recognized as a return of principal rather than as revenue. While an evaluation of potential impairment of real estate accounted for under the operating method is determined by a change in circumstances, the evaluation of a direct financing lease can be affected by changes in long-term market conditions even though the obligations of the lessee are being met. Changes in circumstances include, but are not limited to, vacancy of a property not subject to a lease and termination of a lease. We may also assess properties for impairment because a lessee is experiencing financial difficulty and because management expects that there is a reasonable probability that the lease will be terminated in a bankruptcy proceeding or a property remains vacant for a period that exceeds the period anticipated in a prior impairment evaluation.

Investments in unconsolidated joint ventures are accounted for under the equity method and are recorded initially at cost, as equity investments and subsequently adjusted for our proportionate share of earnings and cash contributions and distributions. On a periodic basis, we assess whether there are any indicators that the value of equity investments may be impaired and whether or not that impairment is other than temporary. To the extent impairment has occurred, the charge shall be measured as the excess of the carrying amount of the investment over the fair value of the investment.

When we identify assets as held for sale, we discontinue depreciating the assets and estimate the sales price, net of selling costs, of such assets. If in our opinion, the net sales price of the assets which have been identified for sale is less than the net book value of the assets, an impairment charge is recognized and a valuation allowance is established. To the extent that a purchase and sale agreement has been entered into, the allowance is based on the negotiated sales price. To the extent that we have adopted a plan to sell an asset but have not entered into a sales agreement, we will make judgments of the net sales price based on current market information. We will continue to review the initial valuation for subsequent changes in the fair value less cost to sell and will recognize an additional impairment charge or a gain (not to exceed the cumulative loss previously recognized). If circumstances arise that previously were considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before

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the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (b) the fair value at the date of the subsequent decision not to sell.

Provision for Uncollected Amounts from Lessees

On an ongoing basis, we assess our ability to collect rent and other tenant-based receivables and determine an appropriate allowance for uncollected amounts. Because we have a limited number of lessees (15 lessees represented more than 58% of annual lease revenue during 2005), we believe that it is necessary to evaluate the collectibility of these receivables based on the facts and circumstances of each situation rather than solely using statistical methods. We generally recognize a provision for uncollected rents and other tenant receivables and measure our allowance against actual arrearages. For amounts in arrears, we make subjective judgments based on our knowledge of a lessee’s circumstances and may reserve for the entire receivable amount from a lessee because there has been significant or continuing deterioration in the lessee’s ability to meet its lease obligations.

Fair Value of Assets and Liabilities

In connection with the Merger, we acquired a subordinated interest in a mortgage trust that consists of limited recourse loans on 62 properties that we own or three of our affiliates own. The fair value of the interests in the trust is determined using a discounted cash flow model with assumptions of market rates and the credit quality of the underlying lessees. If there are adverse changes in either market rates or the credit quality of the lessees, the model and, therefore, the income recognized from the subordinated interests and the fair value would be adjusted.

We measure derivative instruments, including certain derivative instruments embedded in other contracts, if any, at fair value and record them as an asset or liability, depending on our right or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings (i.e., the forecasted event occurs). For derivatives designated as cash flow hedges, the effective portions of the derivatives are reported in other comprehensive income and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in the fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. To determine the value of warrants for common stock which are classified as derivatives, various estimates are included in the options pricing model used to determine the value of a warrant.

Interest to be Capitalized in Connection with Real Estate Under Construction

Operating real estate is stated at cost less accumulated depreciation. Costs directly related to build-to-suit projects, primarily interest, if applicable, are capitalized. Interest capitalized in 2005 and 2004 was approximately $654 and $3,298, respectively. We consider a build-to-suit project as substantially completed upon the completion of improvements. If portions of a project are substantially completed and occupied and other portions have not yet reached that stage, the substantially completed portions are accounted for separately. We allocate costs incurred between the portions under construction and the portions substantially completed and only capitalize those costs associated with the portion under construction. We do not have a credit facility and determine an interest rate to be applied for capitalizing interest based on an average rate on our outstanding limited recourse mortgage debt.

Recent Accounting Pronouncements

In March 2005, the FASB issued Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 was effective no later than fiscal years ending after December 15, 2005. We adopted FIN 47 as required effective December 31, 2005 and the initial application of this Interpretation did not have a material effect on our financial position or results of operations.

In June 2005, the Emerging Issues Task Force issued EITF 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-05”). The scope of EITF 04-05 is limited to limited partnerships or similar entities that are not variable interest entities under FIN 46(R). The Task Force reached a consensus that the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. This presumption may be overcome if the agreements provide the limited partners with either (a) the substantive ability to dissolve (liquidate) the limited

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partnership or otherwise remove the general partners without cause or (b) substantive participating rights. If it is deemed that the limited partners’ rights overcome the presumption of control by a general partner of the limited partnership, the general partner shall account for its investment in the limited partnership using the equity method of accounting. EITF 04-05 was effective immediately for all arrangements created or modified after June 29, 2005. For all other arrangements, application of EITF 04-05 is required effective for the first reporting period in fiscal years beginning after December 15, 2005 (i.e., effective January 1, 2006 for us) using either a cumulative-effect-type adjustment or using a retrospective application. We do not believe that the adoption of EITF 04-05 will have a material impact on our financial position or results of operations.

In October 2005, the FASB issued Staff Position No. 13-1 “Accounting for Rental Costs Incurred during a Construction Period” (“FSP FAS 13-1”). FSP FAS 13-1 addresses the accounting for rental costs associated with operating leases that are incurred during the construction period. FSP FAS 13-1 makes no distinction between the right to use a leased asset during the construction period and the right to use that asset after the construction period. Therefore, rental costs associated with ground or building operating leases that are incurred during a construction period shall be recognized as rental expense, allocated over the lease term in accordance with SFAS No. 13 and Technical Bulletin 85-3. FSP FAS 13-1 is effective for the first reporting period beginning after December 15, 2005. We adopted FSP FAS 13-1 as required on January 1, 2006 and the initial application of this Staff Position did not have a material impact on our financial position or results of operations.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
(In thousands)

Market risk is the exposure to loss resulting from changes in interest rates, credit spreads, foreign currency exchange rates and equity prices. In pursuing our business plan, the primary market risks to which we are exposed are interest rate risk and currency exchange rate risk.

Interest Rate Risk

The value of our real estate is subject to fluctuations based on changes in interest rates, local and regional economic conditions and changes in the creditworthiness of lessees, and which may affect our ability to refinance our debt when balloon payments are scheduled.

We own marketable securities through our ownership interests in Carey Commercial Mortgage Trust (“CCMT”). The value of the marketable securities is subject to fluctuation based on changes in interest rates, economic conditions and the creditworthiness of lessees at the mortgaged properties. As of December 31, 2005, our interest in CCMT had a fair value of $11,323. As of December 31, 2005, warrants issued to us by Information Resources, Inc. and Compucom Systems, Inc. are classified as derivative instruments and had an aggregate fair value of $549.

At December 31, 2005, the majority of our long-term debt either bears interest at fixed rates or is hedged through the use of interest rate swap instruments that convert variable rate debt service obligations to a fixed rate. The fair value of these instruments is affected by changes in market interest rates. The following table presents principal cash flows based upon expected maturity dates of our debt obligations and the related weighted-average interest rates by expected maturity dates for our fixed rate debt. The interest rate on the fixed rate debt as of December 31, 2005 ranged from 4.45% to 10.00%. The interest rate on a variable rate loan as of December 31, 2005 was 6.90%.

	2006			2007			2008			2009			2010			Thereafter			Total		Fair Value
Fixed rate debt	$	83,843	(1)	$	28,598		$	31,398		$	70,005		$	62,113		$	1,180,283		$	1,456,240	$	1,450,110
Weighted average interest rate		1.94	%		6.15	%		6.13	%		6.75	%		6.64	%		6.12	%
Variable rate debt	$	415		$	445		$	468		$	506		$	541		$	18,365		$	20,740	$	20,740

(1) Includes $56,717, of which our share is $34,030, related to mortgage debt on a property in Finland. These amounts are subject to fluctuation in foreign currency exchange rates. In accordance with the loan agreement, we have an obligation to complete certain actions within a specified period of time that have not been completed as of December 31, 2005. As a result of not completing this obligation, an event of default has occurred. We are working to complete this obligation and have received a waiver from the lender providing for an extension to complete the obligation by May 31, 2006. In the event that we are unable to complete this obligation by May 31, 2006, the lender may call the remaining obligation on this loan at any time.

Included in variable rate debt is a variable rate obligation with a balance and fair value at December 31, 2005 of $20,740 and $903, respectively, (based on the exchange rate at December 31, 2005) that has been converted to a fixed rate obligation through an interest

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rate swap agreement for which the related cash flow is therefore not affected by changes in interest rates. A change in interest rates of 1% would impact the fair value of our fixed rate debt at December 31, 2005 by approximately $74,549.

Derivative Instruments

The Company accounts for its derivative instruments in accordance with FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended (“FAS 133”). Certain stock warrants which were granted to the Company by lessees in connection with structuring the initial lease transactions are defined as derivative instruments because such stock warrants are readily convertible to cash or provide for net settlement upon conversion. Pursuant to FAS 133, changes in the fair value of such derivative instruments are determined using an option pricing model and are recognized currently in earnings as gains or losses. Changes in fair value for the year ended December 31, 2005 generated an unrealized gain of $172. As of December 31, 2005, warrants issued to the Company by Information Resources, Inc. and Compucom Systems, Inc. are classified as derivative instruments and had an aggregate fair value of $549 at December 31, 2005.

Foreign Currency Exchange Rate Risk

We have foreign operations in France, Germany, Ireland, Belgium, Finland and the United Kingdom and as such are subject to risk from the effects of exchange rate movements of foreign currencies, which may affect future costs and cash flows. Our foreign operations for the preceding year were conducted in the Euro and the Pound Sterling (U.K.). For these currencies we are a net receiver of the foreign currency (we receive more cash than we pay out) and therefore our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currency. Realized and unrealized foreign currency translation net losses were $646 and $3,143, respectively, for the year ended December 31, 2005. Such net losses are included in the accompanying consolidated financial statements and are primarily due to changes in foreign currency on accrued interest receivable on notes receivable from wholly-owned subsidiaries.

To date, we have not entered into any foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates. We have obtained limited recourse mortgage financing at fixed rates of interest in the local currency. To the extent that currency fluctuations increase or decrease rental revenues as translated to dollars, the change in debt service, as translated to dollars, will partially offset the effect of fluctuations in revenue, and, to some extent mitigate the risk from changes in foreign currency rates.

During each of the next five years following December 31, 2005 and thereafter scheduled future minimum rents, exclusive of renewals, under non-cancelable leases resulting from our foreign operations are as follows:

	2006		2007		2008		2009		2010		Thereafter		Total
Rental income (1)	$	49,825	$	49,825	$	49,825	$	49,825	$	47,896	$	170,976	$	418,172
Interest income from direct financing leases (1)		18,485		18,539		18,661		18,972		19,028		409,330		503,015

Scheduled principal payments for mortgage notes payable resulting from our foreign operations during each of the next five years following December 31, 2005 and thereafter are as follows:

	2006			2007		2008		2009		2010		Thereafter		Total
Fixed rate debt (1)	$	66,600	(2)	$	10,325	$	11,975	$	13,601	$	18,787	$	463,997	$	585,285
Variable rate debt (1)		415			445		468		506		541		18,365		20,740

(1)

Based on December 31, 2005 exchange rate. Contractual rents and mortgage notes are denominated in the functional currency of the country of each property.

(2)

Includes $56,717, of which our share is $34,030, related to mortgage debt on a property in Finland. These amounts are subject to fluctuation in foreign currency exchange rates. In accordance with the loan agreement, we have an obligation to complete certain actions within a specified period of time that have not been completed as of December 31, 2005. As a result of not completing this obligation, an event of default has occurred. We are working to complete this obligation and have received a waiver from the lender providing for an extension to complete the obligation by May 31, 2006. In the event that we are unable to complete this obligation by May 31, 2006, the lender may call the remaining obligation on this loan at any time.

ITEM 8. Financial Statements and Supplementary Data.

The following financial statements and schedule are filed as a part of this Report:

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CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 2005 and 2004.

Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2005, 2004 and 2003.

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2005, 2004 and 2003.

Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003.

Notes to Consolidated Financial Statements.

Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2005.

Notes to Schedule III.

Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes thereto, or because the conditions requiring their filing do not exist.

39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Corporate Property Associates 15 Incorporated:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Corporate Property Associates 15 Incorporated and its subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
New York, New York
March 27, 2006

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CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)

	December 31,
	2005			2004
ASSETS:
Real estate, net	$	1,754,493		$	1,695,066
Net investment in direct financing leases		440,415			291,367
Equity investments		185,055			180,479
Real estate under construction		—			25,115
Assets held for sale		13,873			19,385
Cash and cash equivalents		131,448			144,522
Marketable securities		11,323			32,150
Intangible assets, net		236,871			228,760
Other assets, net		83,023			101,552
Total assets	$	2,856,501		$	2,718,396
LIABILITIES, MINORITY INTEREST, AND SHAREHOLDERS’ EQUITY:
Liabilities:
Limited recourse mortgage notes payable	$	1,469,149		$	1,309,126
Limited recourse mortgage notes payable on assets held for sale		7,831			—
Accrued interest		8,380			7,694
Due to affiliates		7,731			6,159
Accounts payable and accrued expenses		11,795			10,661
Other liabilities		7,859			23,378
Prepaid rental income and security deposits		55,201			66,122
Deferred acquisition fees payable to affiliate		33,953			34,650
Distributions payable		20,460			19,908
Total liabilities		1,622,359			1,477,698
Minority interest		198,942			176,490
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, $.001 par value; 240,000,000 shares authorized; 129,310,515 and 126,009,926 shares issued and outstanding at December 31, 2005 and 2004		129			126
Additional paid-in capital		1,178,700			1,147,138
Distributions in excess of accumulated earnings		(122,369	)		(85,151	)
Accumulated other comprehensive (loss) income		(5,597	)		6,189
		1,050,863			1,068,302
Less, treasury stock at cost, 1,751,690 and 416,149 shares at December 31, 2005 and 2004		(15,663	)		(4,094	)
Total shareholders’ equity		1,035,200			1,064,208
Total liabilities, minority interest and shareholders’ equity	$	2,856,501		$	2,718,396

The accompanying notes are an integral part of these consolidated financial statements.

41

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME
(In thousands except share and per share amounts)

	For the years ended December 31,
	2005			2004			2003
REVENUES:
Rental income	$	181,967		$	129,655		$	60,009
Interest income from direct financing leases		32,831			18,097			6,845
Other operating income		11,903			7,205			6,362
		226,701			154,957			73,216
OPERATING EXPENSES:
Depreciation and amortization		(49,514	)		(32,836	)		(14,941	)
Property expenses		(36,718	)		(24,386	)		(15,512	)
General and administrative		(10,609	)		(8,439	)		(7,322	)
		(96,841	)		(65,661	)		(37,775	)
OTHER INCOME AND EXPENSES:
Income from equity investments		15,499			10,065			8,233
Other interest income		4,370			3,291			3,410
Minority interest in income		(14,397	)		(9,445	)		(2,703	)
(Loss) gain on foreign currency transactions and other gains, net		(3,617	)		5,516			2,501
(Loss) gain on sale of real estate		—			(48	)		3,429
Interest expense		(87,449	)		(54,524	)		(22,216	)
		(85,594	)		(45,145	)		(7,346	)
Income from continuing operations		44,266			44,151			28,095
DISCONTINUED OPERATIONS:
Income (loss) from operations of discontinued properties		182			(743	)		552
Gain on sale of real estate, net		571			478			—
Impairment charge on properties held for sale		(1,210	)		(5,000	)		(24,000	)
Loss from discontinued operations		(457	)		(5,265	)		(23,448	)
NET INCOME	$	43,809		$	38,886		$	4,647
BASIC EARNINGS (LOSS) PER SHARE:
Income from continuing operations	$	.35		$	.39		$	.36
Loss from discontinued operations		—			(.05	)		(.30	)
Net income	$	.35		$	.34		$	.06
DISTRIBUTIONS DECLARED PER SHARE	$	.6386		$	.6306		$	.6244
WEIGHTED AVERAGE SHARES OUTSTANDING — BASIC		126,926,108			112,766,233			78,939,049

The accompanying notes are an integral part of these consolidated financial statements.

42

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

	For the years ended December 31,
	2005			2004			2003
Net income	$	43,809		$	38,886		$	4,647
Other comprehensive income:
Change in foreign currency translation adjustment		(10,920	)		3,118			2,194
Change in unrealized (depreciation) appreciation on marketable securities		(491	)		344			—
Unrealized loss on derivative instruments		(375	)		(528	)		—
		(11,786	)		2,934			2,194
Comprehensive income	$	32,023		$	41,820		$	6,841

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the years ended December 31, 2005, 2004 and 2003
(In thousands except share and per share amounts)

					Distributions			Accumulated
			Additional		in Excess of			Other
	Common		Paid-in		Accumulated			Comprehensive			Treasury
	Stock		Capital		Earnings			(Loss) Income			Stock			Total
Balance at January 1, 2003	$	40	$	355,964	$	(6,270	)	$	1,061		$	—		$	350,795
65,695,724 shares issued $.001 par, at $10 per share, net of offering costs		66		588,824											588,890
Distributions declared						(51,264	)								(51,264	)
Purchase of treasury stock, 18,807 shares												(171	)		(171	)
Net income						4,647									4,647
Change in other comprehensive income (loss)									2,194						2,194
Balance at December 31, 2003		106		944,788		(52,887	)		3,255			(171	)		895,091
20,328,907 shares issued $.001 par, at $10 per share, net of offering costs		20		202,350											202,370
Distributions declared						(71,150	)								(71,150	)
Purchase of treasury stock, 397,342 shares												(3,923	)		(3,923	)
Net income						38,886									38,886
Change in other comprehensive income (loss)									2,934						2,934
Balance at December 31, 2004		126		1,147,138		(85,151	)		6,189			(4,094	)		1,064,208
3,300,589 shares issued $.001 par, at $10 per share, net of offering costs		3		31,562											31,565
Distributions declared						(81,027	)								(81,027	)
Purchase of treasury stock, 1,335,541 shares												(11,569	)		(11,569	)
Net income						43,809									43,809
Change in other comprehensive income (loss)									(11,786	)					(11,786	)
Balance at December 31, 2005	$	129	$	1,178,700	$	(122,369	)	$	(5,597	)	$	(15,663	)	$	1,035,200

The accompanying notes are an integral part of these consolidated financial statements.

43

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	For the years ended December 31,
	2005			2004			2003
Cash flows from operating activities:
Net income	$	43,809		$	38,886		$	4,647
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and deferred financing costs		51,940			35,066			16,534
Equity income in excess of distributions received		(1,101	)		(632	)		(1,190	)
Minority interest in income		14,397			9,445			2,703
Straight-line rent adjustments		1,189			(5,200	)		(4,882	)
Issuance of shares to affiliate in satisfaction of fees due		11,190			6,487			3,305
Impairment charges on real estate		1,210			5,000			24,000
Unrealized (loss) gain on foreign currency transactions and warrants, net		2,971			(2,100	)		(1,638	)
Gain on sale of real estate		(571	)		(430	)		(3,429	)
Realized (loss) gain on foreign currency transactions		646			(3,416	)		(863	)
Gain on extinguishment of debt		(363	)		—			—
Settlement proceeds assigned to lender		(338	)		(2,754	)		—
Changes in operating assets and liabilities, net of operating assets acquired and liabilities assumed in connection with acquisition of business operations		(930	)		10,369			16,349
Net cash provided by operating activities		124,049			90,721			55,536
Cash flows from investing activities:
Distributions from equity investments in excess of equity income		3,069			1,570			327
Distributions of mortgage financing from equity investees		—			—			24,162
Purchase of short-term investments		—			(17,782	)		(37,833	)
Redemption of short-term investments		—			55,615			—
Purchases of securities		—			(39,125	)		(146,995	)
Sales of securities		20,000			130,125			50,995
Acquisitions of real estate and equity investments and other capitalized costs (a)		(394,128	)		(688,335	)		(536,361	)
Value added taxes recoverable on purchases of real estate		—			5,134			(2,652	)
Payment of deferred acquisition fees		(6,001	)		(3,253	)		—
Proceeds from sale of real estate		23,723			16,828			3,662
Cash acquired in acquisition of business operations (b)		—			86,626			—
Cash payments to shareholders of acquired company		—			(231,826	)		—
Net cash used in investing activities		(353,337	)		(684,423	)		(644,695	)
Cash flows from financing activities:
Proceeds from stock issuance, net of costs		20,375			21,954			585,585
Distributions paid		(80,475	)		(67,797	)		(40,498	)
Proceeds from mortgages (c)		301,493			495,954			194,680
Proceeds from note payable		—			—			3,862
Prepayment of note payable		—			(3,862	)		(3,622	)
Scheduled mortgage principal payments		(26,272	)		(13,206	)		(7,864	)
Distributions paid to minority partners		(18,505	)		(6,900	)		(3,737	)
Contributions from minority partners, net of distributions		37,589			76,720			17,659
Deferred financing costs and mortgage deposits, net of deposits refunded		(585	)		(163	)		(2,424	)
Purchase of treasury stock		(11,569	)		(3,923	)		(171	)
Net cash provided by financing activities		222,051			498,777			743,470
Effect of exchange rate changes on cash		(5,837	)		4,230			1,144
Net (decrease) increase in cash and cash equivalents		(13,074	)		(90,695	)		155,455
Cash and cash equivalents, beginning of year		144,522			235,217			79,762
Cash and cash equivalents, end of year	$	131,448		$	144,522		$	235,217

(Continued)

44

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands except share amounts)

Non-cash investing and financing activities:

(a) Included in the cost basis of real estate and equity investments acquired in 2005, 2004 and 2003 are deferred acquisition fees payable to W. P. Carey & Co. LLC (“WPC”) of $5,304, $13,899 and $10,993, respectively.

(b) The merger with Carey Institutional Properties Incorporated (“CIP^®”), as described in Note 3 to the consolidated financial statements, consisted of the acquisition and assumption of certain assets and liabilities, respectively, at fair value in exchange for the issuance of shares, a cash payment to CIP^® shareholders who elected to redeem their shares and certain costs, as follows:

Real estate accounted for under the operating method	$	228,465
Net investment in direct financing leases		136,638
Intangible assets		106,641
Equity investments		94,251
Investment in mortgage loan securitization		11,999
Other assets		3,255
Mortgage notes payable net (cost $205,572)		(202,186	)
Amounts due to CIP®shareholders (1)		(231,826	)
Other liabilities (2)		(24,161	)
Minority interest		(35,497	)
Issuance of common stock		(174,205	)
Cash acquired in acquisition of CIP®’s business operations	$	86,626

As part of the merger, the Company issued 17,420,571 shares of common stock of the Company to shareholders of CIP^® in exchange for 15,982,176 shares of common stock of CIP^®.

(1)	Consists of distribution payable of $90,913 and $140,913 for redemption of shares, both of which were paid in 2004.
(2)	Includes current and deferred fees of $6,385 and $5,108 payable to the advisor (see Note 4 to the consolidated financial statements).

(c) Net of $1,941 and $8,172 held back by lenders to fund escrow accounts in 2004 and 2003, respectively. No such funds were held back by lenders in 2005.

Supplemental cash flow information:

Interest paid, excluding capitalized interest, was $86,417 in 2005, $53,639 in 2004, and $25,689 in 2003, respectively. Capitalized interest was $654, $3,298 and $3,178 in 2005, 2004 and 2003, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

45

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share amounts)

1. Organization

Corporate Property Associates 15 Incorporated (the “Company”) is a real estate investment trust (“REIT”) that invests in commercial properties leased to companies domestically and internationally, primarily on a triple net basis. As of December 31, 2005, the Company’s portfolio consisted of 324 properties leased to 86 tenants and totaling more than 30.3 million square feet. Subject to certain restrictions and limitations, the business of the Company is managed by W. P. Carey & Co. LLC (“WPC”) and its subsidiaries (collectively referred to as the “advisor”).

The Company was formed as a Maryland corporation on February 26, 2001. Between November 7, 2001 and November 8, 2002, the Company sold a total of 39,930,312 shares of common stock for gross proceeds of $399,303 in gross offering proceeds. Between March 20, 2003 and August 7, 2003, the Company completed an offering for an additional 64,687,294 shares of its common stock to the public, for gross proceeds of $646,873. These proceeds have been combined with limited recourse mortgage debt to purchase the Company’s real estate portfolio. As a REIT, the Company is not subject to U.S. federal income taxation as long as it satisfies certain requirements relating to the nature of its income, the level of its distributions and other factors.

On September 1, 2004, the Company completed a merger (the “Merger”) with CIP^®, an affiliate, for a total purchase price $519,477. Refer to Note 3 for details of the Merger.

2. Summary of Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements include the Company, its wholly owned and majority owned controlled subsidiaries and three variable interest entities (“VIE”) in which it is the primary beneficiary. All material inter-entity transactions have been eliminated.

For acquisitions of an interest in an entity or newly formed joint venture or limited liability company, the Company evaluates the entity to determine if the entity is deemed a VIE, and if the Company is deemed to be the primary beneficiary, in accordance with FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FIN 46(R)”). Entities that meet one or more of the criteria listed below are considered VIEs.

- The Company’s equity investment is not sufficient to allow the entity to finance its activities without additional third party financing;

- The Company does not have the direct or indirect ability to make decisions about the entity’s business;

- The Company is not obligated to absorb the expected losses of the entity;

- The Company does not have the right to receive the expected residual returns of the entity; and

- The Company’s voting rights are not proportionate to its economic interests, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

The Company consolidates the entities that are VIEs when the Company is deemed to be the primary beneficiary of the VIE. For entities where the Company is not deemed to be the primary beneficiary of the VIE and the Company’s ownership is 50% or less and has the ability to exercise significant influence as well as any jointly-controlled tenancy-in-common interests are accounted for under the equity method, i.e. at cost, increased or decreased by the Company’s share of earnings or losses, less distributions. When events occur, the Company will reconsider its determination of whether an entity is a VIE and who the primary beneficiary is to determine if there is a change in the original determinations.

During 2005, the Company entered into a joint venture with CPA^®:16-Global, an affiliate, where we both own a 50% interest in a property in Paris, France which is leased to the Prefecture de Police. In accordance with FIN 46(R), the Company consolidates this VIE as the Company believes that it is the primary beneficiary.

46

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

We have interests in five joint ventures that are consolidated and have minority interests that have finite lives and were considered mandatorily redeemable non-controlling interests prior to the issuance of FSP 150-3. As a result of the deferral provisions of FSP 150-3, these minority interests have not been reflected as liabilities. The carrying value of these minority interests at December 31, 2005 and 2004 is $62,812 and $62,908, respectively. The fair value of these minority interests at December 31, 2005 and 2004 is $56,360 and $57,798, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications and Revisions

Certain prior year amounts have been reclassified to conform to the current year’s financial statement presentation. The Company has revised its 2004 and 2003 consolidated statements of cash flows to present the operating portion of the cash flows attributable to our discontinued operations on a combined basis.

Purchase Price Allocation

In connection with the Company’s acquisition of properties, purchase costs are allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings and tenant improvements, are determined as if vacant. Intangible assets including the above-market value of leases, the value of in-place leases and the value of tenant relationships are recorded at their relative fair values. Below-market value of leases are also recorded at their relative fair values and are included in other liabilities in the accompanying financial statements.

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate reflecting the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition of the properties and (ii) management’s estimate of fair market lease rates for the property or equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease value is amortized as a reduction of rental income over the remaining non-cancelable term of each lease. The capitalized below-market lease value is amortized as an increase to rental income over the initial term and any fixed rate renewal periods in the respective leases.

The total amount of other intangibles is allocated to in-place lease values and tenant relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with each tenant. Characteristics that are considered in allocating these values include the nature and extent of the existing relationship with the tenant, prospects for developing new business with the tenant, the tenant’s credit quality and the expectation of lease renewals among other factors. Third party appraisals or management’s estimates are used to determine these values.

Factors considered in the analysis include the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. The Company also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on management’s assessment of specific market conditions. Estimated costs to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of the property are also considered.

The value of in-place leases is amortized to expense over the remaining initial term of each lease. The value of tenant relationship intangibles will be amortized to expense over the initial and expected renewal terms of the leases but no amortization period for intangibles will exceed the remaining depreciable life of the building. Intangibles for above-market and below-market leases, in-place lease intangibles and tenant relationships are amortized over their estimated useful lives. In the event that a lease is terminated, the

47

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

unamortized portion of each intangible, including market rate adjustments, in-place lease values and tenant relationship values, is charged to expense.

The purchase price allocation in connection with the CIP^® Merger is described in Note 3.

Operating Real Estate

Land and buildings and personal property are carried at cost less accumulated depreciation. Renewals and improvements are capitalized, while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.

Real Estate Under Construction and Redevelopment

For properties under construction, operating expenses including interest charges and other property expenses, including real estate taxes, are capitalized rather than expensed and incidental revenue is recorded as a reduction of capitalized project (i.e., construction) costs. Interest is capitalized by applying the interest rate applicable to outstanding borrowings to the average amount of accumulated expenditures for properties under construction during the period.

Cash and Cash Equivalents and Short-Term Investments

The Company considers all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money-market funds. At December 31, 2005 and 2004, the Company’s cash and cash equivalents were held in the custody of several financial institutions, including international institutions, and which balances, at times, exceed federally insurable limits. The Company mitigates this risk by depositing funds with major financial institutions.

Marketable Securities

Marketable securities, which consist of an interest in collateralized mortgage obligations as of December 31, 2005 and 2004 (see Note 11) and auction-rate securities as of December 31, 2004, are classified as available for sale securities and reported at fair value, with the Company’s interest in unrealized gains and losses on these securities reported as a component of other comprehensive income (loss) until realized.

Other Assets

Included in other assets are deferred charges and deferred rental income. Deferred charges are costs incurred in connection with mortgage financings and refinancings and are amortized over the terms of the mortgages using the effective interest method and included in interest expense in the accompanying consolidated financial statements. Deferred rental income is the aggregate cumulative difference for operating leases between scheduled rents, which vary during the lease term, and rent recognized on a straight-line basis.

Deferred Acquisition Fees Payable to Affiliate

Fees are payable for services provided by the advisor to the Company relating to the identification, evaluation, negotiation, financing and purchase of properties. A portion of such fees is deferred and is payable in annual installments totaling 2% of the purchase price of the properties over no less than four years following the first anniversary of the date a property was purchased. Payment of such fees is subject to the performance criterion (see Note 4).

Treasury Stock

Treasury stock is recorded at cost.

Real Estate Leased to Others

48

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

Real estate is leased to others on a net lease basis whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, renewals and improvements. Expenditures for maintenance and repairs including routine betterments are charged to operations as incurred. Significant renovations that increase the useful life of the properties are capitalized. For the years ended December 31, 2005 and 2004, lessees were responsible for the direct payment of real estate taxes of $16,417 and $14,555, respectively.

The Company diversifies its real estate investments among various corporate tenants engaged in different industries, by property type and geographically. Two tenants, Mercury Partners, LP and U-Haul Moving Partners, Inc., jointly represent 13% of total lease revenue, inclusive of minority interest. Substantially all of the Company’s leases provide for either scheduled rent increases, periodic rent increases based on formulas indexed to increases in the Consumer Price Index (“CPI”) or percentage rents. Rents from percentage rents are recognized as reported by the lessees, that is, after the level of sales requiring a rental payment to the Company is reached.

The leases are accounted for under either the direct financing or operating methods as appropriate for the transaction. Such methods are described below:

Direct financing method — Leases accounted for under the direct financing method are recorded at their net investment (Note 6). Unearned income is deferred and amortized to income over the lease term so as to produce a constant periodic rate of return on the Company’s net investment in the lease.

Operating method — Real estate is recorded at cost less accumulated depreciation; minimum rental revenue is recognized on a straight-line basis over the term of the leases, and expenses (including depreciation) are charged to operations as incurred (Note 5).

On an ongoing basis, the Company assesses its ability to collect rent and other tenant-based receivables and determine an appropriate allowance for uncollected amounts. Because the Company has a limited number of lessees (15 lessees represented more than 58% of annual rental income during 2005), the Company believes that it is necessary to evaluate the collectibility of these receivables based on the facts and circumstances of each situation rather than solely using statistical methods. The Company generally recognizes a provision for uncollected rents and other tenant receivables and measures the allowance against actual arrearages. For amounts in arrears, the Company makes subjective judgments based on its knowledge of a lessee’s circumstances and may reserve for the entire receivable amount from a lessee if there has been significant or continuing deterioration in the lessee’s ability to meet its lease obligations. For the years ended December 31, 2005 and 2004, the allowance for uncollected rents was $458 and $2,002, respectively.

Depreciation

Depreciation of building and related improvements is computed using the straight-line method over the estimated useful lives of the properties — generally 40 years. Depreciation of tenant improvements is computed using the straight-line method over the remaining term of the lease.

Impairments

When events or changes in circumstances indicate that the carrying amount may not be recoverable, the Company assesses the recoverability of its long-lived assets and certain intangible assets based on projections of undiscounted cash flows, without interest charges, over the life of such assets. In the event that such cash flows are insufficient, the assets are adjusted to their estimated fair value. The Company performs a review of its estimate of the residual value of its direct financing leases at least annually to determine whether there has been an other than temporary decline in the Company’s current estimate of residual value of the underlying real estate assets (i.e., the estimate of what the Company could realize upon sale of the property at the end of the lease term). If the review indicates a decline in residual value that is other than temporary, a loss is recognized and the accounting for the direct financing lease will be revised to reflect the decrease in the expected yield using the changed estimate, that is, a portion of the future cash flow from the lessee will be recognized as a return of principal rather than as revenue.

Investments in unconsolidated joint ventures are accounted for under the equity method and are recorded initially at cost as equity investments and are subsequently adjusted for the Company’s proportionate share of earnings and cash contributions and distributions. On a periodic basis, the Company assesses whether there are any indicators that the value of equity investments may be impaired and whether or not that impairment is other than temporary. To the extent impairment has occurred, the charge shall be measured as the excess of the carrying amount of the investment over the fair value of the investment.

49

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

When the Company identifies assets as held for sale, it discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If in the Company’s opinion, the net sales price of the assets which have been identified for sale is less than the net book value of the assets, an impairment charge is recognized and a valuation allowance is established. To the extent that a purchase and sale agreement has been entered into, the allowance is based on the negotiated sales price. To the extent that the Company has adopted a plan to sell an asset but has not entered into a sales agreement, it will make judgments of the net sales price based on current market information. The Company will continue to review the initial valuation for subsequent changes in the fair value less cost to sell and will recognize an additional impairment charge or a gain (not to exceed the cumulative loss previously recognized). If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (b) the fair value at the date of the subsequent decision not to sell.

Foreign Currency Translation

The Company consolidates its real estate investments in France, Ireland, Belgium, Finland, Germany and the United Kingdom and owns an interest in property in Germany. The functional currencies for these investments are the Euro and the Pound Sterling (U.K.). The translation from these local currencies to the U.S. dollar is performed for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The gains and losses resulting from such translation are reported as a component of other comprehensive income as part of shareholders’ equity. As of December 31, 2005 and 2004, the cumulative foreign currency translation adjustment (loss) gain was ($4,547) and $6,373, respectively.

Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in the exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of that transaction. That increase or decrease in the expected functional currency cash flows is a foreign currency transaction gain or loss that generally will be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Foreign currency transactions that are (i) designated as, and are effective as, economic hedges of a net investment and (ii) intercompany foreign currency transactions that are of a long-term nature (that is, settlement is not planned or anticipated in the foreseeable future), when the entities to the transactions are consolidated or accounted for by the equity method in the Company’s financial statements will not be included in determining net income but will be accounted for in the same manner as foreign currency translation adjustments and reported as a component of other comprehensive income as part of shareholder’s equity. The contributions to the equity investments were funded in part through subordinated debt.

Foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of intercompany subordinated debt with scheduled principal repayments, are included in the determination of net income, and the Company recognized unrealized (losses) gains of ($3,143), $2,100 and $1,638 from such transactions in the years ended December 31, 2005, 2004 and 2003, respectively. In the years ended December 31, 2005, 2004 and 2003, the Company recognized realized (losses) gains of ($646), $3,416 and $863, respectively, on foreign currency transactions in connection with the transfer of cash from foreign operations of subsidiaries to the parent company.

Derivative Instruments

The Company accounts for its derivative instruments in accordance with FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended (“FAS 133”). Certain stock warrants which were granted to the Company by lessees in connection with structuring the initial lease transactions are defined as derivative instruments because such stock warrants are readily convertible to cash or provide for net settlement upon conversion. Pursuant to FAS 133, changes in the fair value of such derivative instruments are determined using an option pricing model and are recognized currently in earnings as gains or losses. Changes in fair value for the year ended December 31, 2005 generated an unrealized gain of $172. As of December 31, 2005, warrants issued to the Company by Information Resources, Inc. and Compucom Systems, Inc. are classified as derivative instruments and had an aggregate fair value of

50

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

$549 at December 31, 2005. The Company has an interest rate swap instrument on a variable rate loan which has a notional amount of $20,740 as of December 31, 2005. The interest rate swap is a derivative instrument designated as a cash flow hedge which allows the Company to limit its exposure to interest rate movements. Changes in the fair value of the interest swap agreement are included in other comprehensive income (loss). The interest rate swap was entered into in 2004 and reflected unrealized losses of $903 and $528 at December 31, 2005 and 2004, respectively.

Assets Held for Sale

Assets held for sale are accounted for at the lower of carrying value or fair value less costs to dispose. Assets are classified as held for sale when the Company has committed to a plan to actively market a property for sale and expects that a sale will be completed within one year. The results of operations and the related gain or loss on sale of properties classified as held for sale are included in discontinued operations (see Note 10).

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (b) the fair value at the date of the subsequent decision not to sell.

The Company recognizes gains and losses on the sale of properties when among other criteria, the parties are bound by the terms of the contract, all consideration has been exchanged and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price less any closing costs and the carrying value of the property.

U.S. Federal Income Taxes

The Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain its qualification as a REIT, the Company is required to, among other things, distribute at least 90% of its net taxable income (excluding net capital gains) to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to U.S. federal income tax to the extent it distributes its net taxable income annually to its shareholders. Accordingly, no provision for U.S. federal income taxes is included in the accompanying consolidated financial statements. The Company has and intends to continue to operate so that it meets the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If the Company were to fail to meet these requirements, the Company would be subject to U.S. federal income tax. The Company is subject to certain state, local and foreign taxes. Provision for such taxes has been included in general and administrative expenses in the Company’s Consolidated Statements of Income. (See Note 21).

State, local and franchise taxes of $1,141, $612 and $237 are included in general and administrative expenses for the years ended December 31, 2005, 2004 and 2003, respectively.

Earnings Per Share

The Company has a simple equity capital structure with only common stock outstanding. As a result, the Company has presented basic per-share amounts in the accompanying financial statements.

Recent Accounting Pronouncements

In March 2005, the FASB issued Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 was effective no later than fiscal years ending after December 15, 2005. The Company adopted FIN 47 as required effective December 31, 2005 and the initial application of this Interpretation did not have a material effect on our financial position or results of operations.

51

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

In June 2005, the Emerging Issues Task Force issued EITF 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-05”). The scope of EITF 04-05 is limited to limited partnerships or similar entities that are not variable interest entities under FIN 46(R). The Task Force reached a consensus that the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. This presumption may be overcome if the agreements provide the limited partners with either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. If it is deemed that the limited partners’ rights overcome the presumption of control by a general partner of the limited partnership, the general partner shall account for its investment in the limited partnership using the equity method of accounting. EITF 04-05 was effective immediately for all arrangements created or modified after June 29, 2005. For all other arrangements, application of EITF 04-05 is required effective for the first reporting period in fiscal years beginning after December 15, 2005 (i.e., effective January 1, 2006 for the Company) using either a cumulative-effect-type adjustment or using a retrospective application. The Company does not believe that the adoption of EITF 04-05 will have a material impact on our financial position or results of operations.

In October 2005, the FASB issued Staff Position No. 13-1 “Accounting for Rental Costs Incurred during a Construction Period” (“FSP FAS 13-1”). FSP FAS 13-1 addresses the accounting for rental costs associated with operating leases that are incurred during the construction period. FSP FAS 13-1 makes no distinction between the right to use a leased asset during the construction period and the right to use that asset after the construction period. Therefore, rental costs associated with ground or building operating leases that are incurred during a construction period shall be recognized as rental expense, allocated over the lease term in accordance with SFAS No. 13 and Technical Bulletin 85-3. FSP FAS 13-1 is effective for the first reporting period beginning after December 15, 2005. The Company adopted FSP FAS 13-1 as required on January 1, 2006 and the initial application of this Staff Position did not have a material impact on our financial position or results of operations.

3. Business Combination with Carey Institutional Properties Incorporated

On September 1, 2004, a subsidiary of the Company and Carey Institutional Properties Incorporated (“CIP^®”), an affiliated REIT managed by the advisor, completed a Merger pursuant to a merger agreement dated June 4, 2004 between the companies. The Merger provided a liquidation option for CIP^® shareholders and provided for the continued growth and enhancement of the Company’s investment portfolio. Under the terms of the Merger, which was approved by the shareholders of both companies at special meetings of the shareholders of each company held on August 24, 2004, the Company’s subsidiary is the surviving company. The total purchase price for CIP^® was $519,477, which is comprised of 17,420,571 ($174,206 based on $10 per share) shares of the Company’s common stock, $140,913 in consideration for CIP^® shareholders who redeemed their interests, fair value of debt assumed of $202,186 and transaction costs of $2,172. Prior to the completion of the Merger, CIP^®’s interests in certain real estate assets that did not meet the investment objectives of the Company were sold to the advisor.

Under the terms of the merger agreement, each CIP^® shareholder had the option of receiving either 1.09 shares of newly issued Company common stock or $10.90 in cash for each CIP^® common share that he or she owned as of August 31, 2004. The exchange ratio for issuing shares was based on a third party valuation of CIP^® and pursuant to fairness opinions that each company received from separate investment banking firms. Shareholders holding 15,982,176 shares of CIP^® common stock received 17,420,571 shares of Company common stock and shareholders holding 12,927,812 shares of CIP^® common stock elected to receive cash of $140,913 in consideration for redeeming their CIP^® interests.

The Company has accounted for the Merger under the purchase method of accounting. The purchase price was allocated to the assets acquired and liabilities assumed based upon their fair values. The assets acquired primarily consist of commercial real estate assets net leased to single tenants, cash, a subordinated interest in a mortgage loan securitization, receivables and deposits. The liabilities assumed primarily consist of mortgage notes payable, accrued interest, accounts payable, security deposits and amounts due to former CIP^® shareholders. The amounts due to former CIP^® shareholders were paid prior to September 30, 2004. The results of operations for the year ended December 31, 2004 include CIP^® for the period from September 1, 2004 to December 31, 2004.

In connection with evaluating the fair value of real estate interests acquired, the Company assigned a portion of the value to both tangible assets and intangible assets. Intangible assets consist of values attributable to above-market and below-market leases, in-place lease intangibles and tenant relationships. As more fully described in Note 2, the allocation of value to tangible and intangible assets is based on certain critical accounting estimates. The value attributed to tangible assets is determined in part using a discounted cash

52

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

flow model which is intended to approximate what a third party would pay to purchase the property as vacant and rent at “market” rates. Above-market and below-market lease intangibles are based on the difference between the market rent and the contractual rents and are discounted to a present value using an interest rate reflecting the Company’s assessment of the risk associated with the lease acquired. In-place lease and tenant relationship values are based on the specific characteristics of each lease and estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. The fair values of the interest in the mortgage loan securitization and mortgage notes payable were determined using cash flow models and assumptions about market interest rates at or near the date of the Merger. Substantially all of the other assets acquired and liabilities assumed approximated their stated values and are short-term in nature.

4. Agreements and Transactions with Related Parties

In connection with performing management services on behalf of the Company, the advisory agreement between the Company and the advisor provides that the advisor receive asset management and performance fees, each of which are 1/2 of 1% per annum of average invested assets, as defined in the advisory agreement. The performance fees are subordinated to the performance criterion, a cumulative non-compounded distribution return of 6%. The advisor has elected at its option to receive the performance fees in restricted shares of common stock of the Company rather than cash. Effective in 2005, the advisory agreement was amended to allow the advisor to elect to receive restricted stock for any fees due from the Company. The advisor is also reimbursed for the actual cost of personnel needed to provide administrative services necessary to the operation of the Company. The Company incurred asset management fees of $11,468, $7,881 and $4,161 in 2005, 2004 and 2003, respectively, with performance fees in like amounts. The Company incurred personnel reimbursements of $3,697, $2,869 and $1,163 in 2005, 2004 and 2003, respectively. Asset management fees and personnel reimbursement costs are included in property expense and general and administrative expenses, respectively, in the accompanying financial statements.

Fees are payable to the advisor for services provided to the Company relating to the identification, evaluation, negotiation, financing and purchase of properties and refinancing of mortgages. A portion of such fees is deferred and payable in equal installments over no less than four years following the first anniversary of the date a property was purchased. Such deferred fees are only payable if the performance criterion has been met. The unpaid portion of the deferred fees bears interest at an annual rate of 6% from the date of acquisition of a property until paid. For transactions and refinancings that were completed in 2005, 2004 and 2003, current fees were $6,630, $17,373 and $15,030, respectively and deferred fees were $5,304, $13,899 and $10,993, respectively. An annual installment of deferred fees was paid to the advisor in January 2005.

The advisor is obligated to reimburse the Company for the amount by which operating expenses of the Company exceeds the 2%/25% guidelines (the greater of 2% of average invested assets or 25% of net income) as defined in the advisory agreement for any twelve-month period. If in any year the operating expenses of the Company exceed the 2%/25% guidelines, the advisor will have an obligation to reimburse the Company for such excess, subject to certain conditions. If the independent directors find that such excess expenses were justified based on any unusual and nonrecurring factors which they deem sufficient, the advisor may be paid in future years for the full amount or any portion of such excess expenses, but only to the extent that such reimbursement would not cause the Company’s operating expenses to exceed this limit in any such year. Charges related to asset impairment, bankruptcy of lessees, lease payment defaults, extinguishment of debt or uninsured losses are generally not considered unusual and nonrecurring. A determination that a charge is unusual and nonrecurring, such as the costs of significant litigation that are not associated with day-to day operations, or uninsured losses that are beyond the size or scope of the usual course of business based on the event history and experience of the advisor and independent directors, is made at the sole discretion of the independent directors. The Company will record any reimbursement of operating expenses as a liability until any contingencies are resolved and will record the reimbursement as a reduction of asset management and performance fees at such time that a reimbursement is fixed, determinable and irrevocable. The operating expenses of the Company have not exceeded the amount that would require the advisor to reimburse the Company.

53

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

The advisor is entitled to receive subordinated disposition fees based upon the cumulative proceeds arising from the sale of Company assets since the inception of the Company, subject to certain conditions. Pursuant to the subordination provisions of the advisory agreement, the disposition fees may be paid only after the shareholders receive 100% of their initial investment from the proceeds of asset sales and a cumulative annual return of 6% (based on an initial share price of $10) since the inception of the Company. The advisor’s interest in such disposition fees amounts to $1,273 and $342 as of December 31, 2005 and 2004, respectively. Payment of such amount, however, cannot be made until the subordination provisions are met. The Company has concluded that payment of such disposition fees is probable and all fees from completed property sales have been accrued. Subordinated disposition fees are included in the determination of realized gain or loss on the sale of properties. The obligation for disposition fees is included in due to affiliates in the accompanying consolidated financial statements.

The Company owns interests in limited partnerships and limited liability companies which range from 30% to 75% and a jointly-controlled 64% interest in two properties subject to a master net lease, with the remaining interests generally owned by affiliates.

The Company is a participant in an agreement with certain affiliates for the purpose of leasing office space used for the administration of real estate entities and sharing the associated costs. Pursuant to the terms of the agreement, the Company’s share of rental occupancy and leasehold improvement costs is based on gross revenues of the affiliates. Expenses incurred in 2005, 2004 and 2003 were $1,010, $471 and $136, respectively. The Company’s current share of aggregate future annual minimum lease payments is $9,253 through 2016.

5. Real Estate

Real estate, which consists of land and buildings leased to others, at cost, and accounted for under operating method is summarized as follows:

	December 31,
	2005			2004
Cost	$	1,832,767		$	1,742,822
Less: Accumulated depreciation		(78,274	)		(47,756	)
	$	1,754,493		$	1,695,066

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants and future CPI–based increases, under non-cancelable operating leases amount are approximately as follows:

Years ended December 31,
2006	$	181,678
2007		182,077
2008		182,667
2009		183,331
2010		182,436
Thereafter through 2028		1,509,841

6. Net Investment in Direct Financing Leases

Net investment in direct financing leases is summarized as follows:

	December 31,
	2005			2004
Minimum lease payments receivable	$	814,567		$	515,594
Unguaranteed residual value		345,551			229,585
		1,160,118			745,179
Less: unearned income		(719,703	)		(453,812	)
	$	440,415		$	291,367

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants and future CPI–based increases, under non-cancelable direct financing leases are as follows:

54

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

Years ended December 31,
2006	$	40,654
2007		40,774
2008		40,597
2009		40,692
2010		41,003
Thereafter through 2033		610,854

7. Equity Investments

The Company owns interests in single-tenant net leased properties leased to corporations through noncontrolling interests in (i) partnerships and limited liability companies in which its ownership interests are 50% or less and the Company exercises significant influence, and (ii) as tenants-in-common subject to common control. The ownership interests range from 30% to 64%. All of the underlying investments are owned with affiliates that have similar investment objectives as the Company. The lessees are Petsmart, Inc.; Builders FirstSource, Inc.; True Value Company; Hologic, Inc., Starmark Camhood LLC., Actuant Corporation, Marriott International, Inc. (“Marriott”), Advanced Micro Devices, Inc. (“AMD”), CompuCom Systems, Inc. (“CompuCom”), The Upper Deck Co. (“Upper Deck”), Del Monte Corporation (“Del Monte”) and The Talaria Company (doing business as The Hinckley Company or “Hinckley”). The interests in the Marriott, AMD, CompuCom, Upper Deck and Del Monte properties were acquired in connection with the Merger. The interest in Hinckley was acquired in May 2005.

Summarized combined financial information of the equity investees is as follows:

	December 31,
	2005			2004
Assets (primarily real estate)	$	820,624		$	763,997
Liabilities (primarily mortgage notes payable)		(486,369	)		(451,998	)
Partners’ and members’ capital	$	334,255		$	311,999
Company’s share of equity investees’ net assets	$	185,055		$	180,479

	For the years ended December 31,
	2005			2004			2003
Revenues (primarily rental income and interest income from direct financing leases)	$	90,685		$	84,612		$	43,749
Expenses (primarily interest on mortgages and depreciation)		(46,658	)		(45,799	)		(25,619	)
Net income	$	44,027		$	38,813		$	18,130
Company’s share of net income from equity investments	$	15,499		$	10,065		$	8,233

8. Acquisitions of Real Estate-Related Investments

Real Estate Acquired

2005 — During the year ended December 31, 2005, the Company completed three investments, at a total cost of $374,527, which is based upon the applicable exchange rate at the date of acquisition where appropriate. In connection with these investments, $269,614 in limited recourse mortgage financing was obtained with a weighted average interest rate and term of approximately 4.5% and 10 years, respectively. Included in the total cost of investments is an amount of $106,649 representing an investment in certain land and office facilities located in Paris, France. In connection with this investment, the Company obtained limited recourse mortgage financing of $78,585, based upon the applicable exchange rate at the date of closing, at a fixed interest rate of 4.35% for a term of 10 years.

2004 — For the year ended December 31, 2004, the Company completed ten investments, at a total cost of $597,611, which is based upon the applicable exchange rate at the date of acquisition where appropriate. In connection with these investments, $377,084 in limited recourse mortgage financing was obtained with a weighted average interest rate and term of approximately 5.9% and 10.5 years, respectively. Included in this total is $312,445 representing an investment in 78 self-storage facilities that operate under the U-Haul brand name. In connection with this investment, the Company obtained limited recourse mortgage financing of $183,000 at a fixed interest rate of 6.449% for a term of 10 years.

55

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

Equity Investments Acquired

2005 — During the year ended December 31, 2005, the Company, together with an affiliate, completed an equity investment in an entity where the Company’s ownership interest is less than 50%. The Company is accounting for this investment under the equity method of accounting as the Company does not have a controlling interest. The Company’s proportionate share of cost and limited recourse mortgage financing in this investment is $17,496 and $10,500, respectively. The interest rate and term of the limited recourse mortgage financing is 6.26% and 20 years, respectively. There were no equity investments acquired during the year ended December 31, 2004.

Real Estate Under Construction

2005 — For the year ended December 31, 2005, the Company entered into three investments in real estate in which we agreed to construct additions at the existing facilities up to a total cost of $16,074. In connection with the completion of real estate under construction, the Company obtained limited recourse mortgage financing of $31,879 at a weighted average interest rate and term of approximately 6.4% and 16.5 years, respectively. All real estate under construction had been placed in service as of December 31, 2005.

2004 — For the year ended December 31, 2004, the Company entered into four investments in real estate in which we agreed to construct additions at the existing facilities up to a total cost of $58,028. During 2004, the Company obtained limited recourse mortgage financing of $14,000 at an interest rate and term of 6.3% and 15 years, respectively. Costs incurred through December 31, 2004 in connection with these investments have been presented in the balance sheet as real estate under construction.

9. Disposition of Interest in French Properties

In December 2002, the Company purchased, in two separate transactions, 13 properties, seven leased to affiliates of Carrefour France, S.A. (“Carrefour”) and six leased to S.A. Medica France (“Medica”). The total cost for the properties was $147,294 (based on the exchange rates as of the purchase dates) and was financed with limited recourse mortgage loans of $120,842. On March 12, 2003, the Company sold a 35% interest in the limited liability company that owns the Medica and Carrefour properties to CPA^®:12. The purchase price was based on the appraised value of the properties adjusted for capitalized costs incurred since the acquisitions including fees paid to the advisor, net of mortgage debt. Based on the formula, CPA^®:12 paid the Company $11,916 and assumed $1,031 of the Company’s deferred acquisition fee payable to an affiliate.

In connection with the sale of the 35% interests, the Company recognized a gain on sale of $961 of which $672 is attributable to foreign currency gains as a result of changes in rates from the dates of the initial purchases of the properties and $305 is attributable to depreciation for the period from the dates of the initial purchases of the properties through March 12, 2003, the date of the sale of the 35% interest, less $16 attributable to costs incurred in connection with completing the sale.

In connection with the purchase of another Carrefour property on November 27, 2003, the Company and CPA^®:12 reduced their overall interests in subsidiaries that own the Carrefour properties to 50.375% and 27.125%, respectively, by selling a 22.5% interest to the advisor for $8,689. After the sale of the interests in the Carrefour properties, the Company retained a 50.375% interest in the properties. The advisor’s purchase price was based on a third party appraisal of the Carrefour properties.

In connection with the sale, the Company recognized a gain of $2,933 (net of a portion of the gain allocable to CPA^®:12), of which $2,106 is attributable to the appreciation in the properties, $465 is attributable to foreign currency gains as a result of changes in foreign exchange rates and $362 is attributable to depreciation recorded at the properties.

10. Assets Held for Sale and Discontinued Operations

Property sales and impairment charges in 2005, 2004 and 2003 that are included in discontinued operations are as follows:

Assets Held for Sale

56

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

In August 2005, the Company entered into an agreement to sell a property in Miami, Florida formerly leased to Trends Clothing Corp. During the fourth quarter of 2005, the buyer exercised its right to terminate the contract and the Company entered into an agreement with a new third party to sell the property for $17,890. The Company completed the sale in March 2006 (see Note 21).

Discontinued Operations

In December 2005, the Company sold its majority interest in the assets and liabilities of a joint venture company which owns property in Toulouse, France to the other third party joint venture partner for $4,090, net of selling costs. In connection with this sale, the Company recognized a gain of $1,672, excluding a reserve for uncollected rents of $1,812 previously recognized against the property.

In November 2005, the Company entered into a deed-in-lieu transaction with the lender of limited recourse mortgage financing at a partially vacant property in Tulsa, Oklahoma. In connection with this transaction, the Company transferred the property to the lender in return for release from the outstanding debt obligation and recorded a charge on extinguishment of debt of $363. The Company had previously recognized impairment charges totaling $24,600 against this property. In addition, during 2005, the Company sold certain equipment at this property and recorded a loss of $1,091.

In April 2005, the Company sold a vacant property in Miami, Florida formerly leased to Transworld Center, Inc. for $19,419, net of selling costs. In connection with this sale, the Company recognized a loss of $10, excluding impairment charges totaling $5,610 previously recorded against the property. Prior to the sale, the Company received cash of $150 and a $4,000 promissory note with a term of approximately five years from the former tenant in settlement of its remaining lease obligations. The former tenant also agreed to forfeit its $1,694 security deposit. The Company has fully reserved the amounts due under the note.

During 2004, the Company sold a property in Rantoul, Illinois for $11,041, net of selling costs, and recognized a gain on sale of $478. The Illinois property was acquired on September 1, 2004 in connection with the Merger.

Other Information

Included in the Company’s operating assets and liabilities in the accompanying consolidated balance sheet as of December 31, 2005 are assets of $796 and liabilities of $307 related to the Company’s assets held for sale.

In accordance with FAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the results of operations, impairments and gain or loss on sales of real estate for properties held for sale are reflected in the accompanying consolidated financial statements as discontinued operations for all periods presented and are presented as follows:

	For the years ended December 31,
	2005			2004			2003
Revenues (primarily rental revenues and miscellaneous income)	$	5,670		$	4,968		$	5,905
Expenses (primarily interest on mortgages, depreciation and property expenses)		(5,488	)		(5,711	)		(5,353	)
Impairment charges on real estate		(1,210	)		(5,000	)		(24,000	)
Gain on sale of real estate, net		571			478			—
Loss from discontinued operations	$	(457	)	$	(5,265	)	$	(23,448	)

11. Interest in Mortgage Loan Securitization

The Company is accounting for its subordinated interest in the Carey Commercial Mortgage Trust (“CCMT”) mortgage securitization, acquired in September 2004 in connection with the Merger, as an available-for-sale security, which is measured at fair value with all gains and losses from changes in fair value reported as a component of accumulated other comprehensive income as part of shareholders’ equity.

As of December 31, 2005 and 2004, the fair value of the Company’s interest was $11,323 and $12,150, respectively, reflecting an unrealized (loss) gain of ($147) and $284 and accumulated amortization of $529 and $133 at December 31, 2005 and 2004, respectively. The fair value of the Company’s interests in the trust is determined using a discounted cash flow model with assumptions of market rates and the credit quality of the underlying lessees.

57

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

One of the key variables in determining the fair value of the subordinated interest is current interest rates. As required by Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for Transfer and Servicing of Financial Assets and Extinguishments of Liabilities,” a sensitivity analysis of the current value of the interest based on adverse changes in the market interest rates of 1% and 2% is as follows:

	Fair Value as of December 31, 2005		1% Adverse Change		2% Adverse Change
Fair value of the interests	$	11,323	$	10,847	$	10,397

The above sensitivity is hypothetical and changes in fair value, based on a 1% or 2% variation, should not be extrapolated because the relationship of the change in assumption to the change in fair value may not always be linear.

12. Intangibles

In connection with its acquisition of properties, including properties acquired from CIP^®, the Company has recorded net lease intangibles of $244,795 which are being amortized over periods ranging from 6 years and 5 months to 40 years. Amortization of below-market and above-market rent intangibles is recorded as an adjustment to revenue.

Intangibles are summarized as follows:

	December 31,
	2005			2004
Lease intangibles
In-place lease	$	157,737		$	139,514
Tenant relationship		29,474			27,927
Above-market rent		76,359			69,822
Less: accumulated amortization		(26,699	)		(8,503	)
	$	236,871		$	228,760
Below-market rent	$	(18,775	)	$	(19,056	)
Less: accumulated amortization		1,622			653
	$	(17,153	)	$	(18,403	)

Net amortization of intangibles was $18,458 and $7,370 for the years ended December 31, 2005 and 2004, respectively. Scheduled annual net amortization of intangibles for each of the next five years is $17,672.

13. Disclosure About Fair Value of Financial Instruments

The Company’s mortgage notes payable had a carrying value of $1,476,980 and $1,309,126 and an estimated fair value of $1,470,571 and $1,313,144 at December 31, 2005 and 2004, respectively. The Company’s marketable securities, including the interest in CCMT, had a carrying value of $11,470 and $31,999 and a fair value of $11,323 and $32,150 at December 31, 2005 and 2004, respectively. The carrying values of other financial assets and liabilities approximated their fair values at December 31, 2005 and 2004. The fair value of debt instruments was evaluated using a discounted cash flow model with rates which take into account the credit of the tenants and interest rates risks.

14. Mortgage Notes Payable

Mortgage notes payable, all of which are limited recourse to the Company, are collateralized by the assignment of real property and direct financing leases with a carrying value of approximately $2,151,443 as of December 31, 2005. Mortgage notes payable had fixed annual interest rates ranging from 4.45% to 10.00% per annum and a variable interest rate of 6.90% per annum as of December 31, 2005.

Scheduled principal payments during each of the five years following December 31, 2005 and thereafter are as follows:

Years Ending December 31,	Total Debt		Fixed Rate Debt		Variable Rate Debt
2006 (1)	$	84,258	$	83,843	$	415
2007		29,043		28,598		445
2008		31,866		31,398		468
2009		70,511		70,005		506
2010		62,654		62,113		541
Thereafter through 2032		1,198,648		1,180,283		18,365
Total	$	1,476,980	$	1,456,240	$	20,740

58

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

(1) Includes $56,717, of which our share is $34,030, related to mortgage debt on a property in Finland. These amounts are subject to fluctuation in foreign currency exchange rates. In accordance with the loan agreement, the Company has an obligation to complete certain actions within a specified period of time that have not been completed as of December 31, 2005. As a result of not completing this obligation, an event of default has occurred. The Company is working to complete this obligation and has received a waiver from the lender providing for an extension to complete the obligation by May 31, 2006. In the event that the Company is unable to complete this obligation by May 31, 2006, the lender may call the remaining obligation on this loan at any time.

15. Commitments and Contingencies

As of December 31, 2005, the Company was not involved in any material litigation.

In March 2004, following a broker-dealer examination of Carey Financial, LLC (“Carey Financial”), the wholly-owned broker-dealer subsidiary of WPC, by the staff of the SEC, Carey Financial received a letter from the staff of the SEC alleging certain infractions by Carey Financial of the Securities Act of 1933, the Securities Exchange Act of 1934, the rules and regulations thereunder and those of the National Association of Securities Dealers, Inc. (“NASD”).

The staff alleged that in connection with a public offering of the Company’s shares, Carey Financial and its retail distributors sold certain securities without an effective registration statement. Specifically, the staff alleged that the delivery of investor funds into escrow after completion of the first phase of the offering (the “Phase I Offering”), completed in the fourth quarter of 2002 but before a registration statement with respect to the second phase of the offering (the “Phase II Offering”) became effective in the first quarter of 2003, constituted sales of securities in violation of Section 5 of the Securities Act of 1933. In addition, in the March 2004 letter the staff raised issues about whether actions taken in connection with the Phase II offering were adequately disclosed to investors in the Phase I Offering.

In June 2004, the Division of Enforcement of the SEC (“Enforcement Staff”) commenced an investigation into compliance with the registration requirements of the Securities Act of 1933 in connection with the public offerings of the Company’s shares during 2002 and 2003. In December 2004, the scope of the Enforcement Staff’s inquiries broadened to include broker-dealer compensation arrangements in connection with the Company and other REITs managed by WPC, as well as the disclosure of such arrangements. At that time WPC and Carey Financial received a subpoena from the Enforcement Staff seeking documents relating to payments by WPC, Carey Financial, and REITs managed by WPC to (or requests for payment received from) any broker-dealer, excluding selling commissions and selected dealer fees. WPC and Carey Financial subsequently received additional subpoenas and requests for information from the Enforcement Staff seeking, among other things, information relating to any revenue sharing agreements or payments (defined to include any payment to a broker-dealer, excluding selling commissions and selected dealer fees) made by WPC, Carey Financial or any REIT managed by WPC in connection with the distribution of our managed REITs or the retention or maintenance of REIT assets. Other information sought by the SEC includes information concerning the accounting treatment and disclosure of any such payments, communications with third parties (including other REIT issuers) concerning revenue sharing, and documents concerning the calculation of underwriting compensation in connection with the REIT offerings under applicable NASD rules.

In response to the Enforcement Staff’s subpoenas and requests, WPC and Carey Financial have produced documents relating to payments made to certain broker-dealers both during and after the offering process, for certain of the REITs managed by WPC (including Corporate Property Associates 10 Incorporated (“CPA^®:10”), CIP^®, CPA^®:12 and CPA^®:14 as well as the Company), in addition to selling commissions and selected dealer fees.

Among the payments reflected on documents produced to the Staff were certain payments, aggregating in excess of $9,600, made to a broker-dealer which distributed shares of the REITs. The expenses associated with these payments, which were made during the period from early 2000 through the end of 2003, were borne by and accounted for on the books and records of the REITs. Of these payments, CPA^®:10 paid in excess of $40; CIP^® paid in excess of $875; CPA^®:12 paid in excess of $2,455; CPA^®:14 paid in excess of $4,990; and the Company paid in excess of $1,240. In addition, other smaller payments by the REITs to the same and other broker-dealers have been identified aggregating less than $1,000.

59

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

WPC and Carey Financial are cooperating fully with this investigation and have provided information to the Enforcement Staff in response to the subpoenas and requests. Although no formal regulatory action has been initiated against WPC or Carey Financial in connection with the matters being investigated, the Company expects the SEC may pursue such an action against either or both. The nature of the relief or remedies the SEC may seek cannot be predicted at this time. If such an action is brought, it could have a material adverse effect on WPC and Carey Financial and the magnitude of that effect would not necessarily be limited to the payments described above but could include other payments and civil monetary penalties. Any action brought against WPC or Carey Financial could also have a material adverse effect on the Company because of our dependence on WPC and Carey Financial for a broad range of services.

Several state securities regulators have sought information from Carey Financial relating to the matters described above. While one or more states may commence proceedings against Carey Financial in connection with these inquiries, the Company does not currently expect that these inquires will have a material effect on WPC or Carey Financial incremental to that caused by any SEC action.

16. Shareholders’ Equity

Distributions

Distributions paid to shareholders consist of ordinary income, return of capital, capital gains or a combination thereof for income tax purposes. The Company paid its first distributions in April 2002. For the three years ended December 31, 2005, distributions per share reported for tax purposes were as follows:

	2005		2004		2003
Ordinary income	$	.24	$	.40	$	.42
Capital gains		—		.04		—
Return of capital		.40		.19		.20
	$	.64	$	.63	$	.62

The Company declared a quarterly distributions of $.1604 per share on December 15, 2005 payable on January 15, 2006 to shareholders of record as of December 31, 2005.

Accumulated Other Comprehensive (Loss) Income

As of December 31, 2005 and 2004, accumulated other comprehensive income reflected in the shareholders’ equity is comprised of the following:

	2005			2004
Unrealized appreciation on marketable securities	$	(147	)	$	344
Unrealized loss on derivative instruments		(903	)		(528	)
Foreign currency translation adjustment		(4,547	)		6,373
Accumulated other comprehensive (loss) income	$	(5,597	)	$	6,189

17. Derivative Instruments

In 2004, the Company obtained a $23,171 variable rate mortgage loan and concurrently entered into an interest rate swap contract with the lender which effectively converted the variable rate debt service obligations of the loan to a fixed rate. The interest rate swap, which has a notional amount of $20,740 and $23,646 as of December 31, 2005 and 2004, respectively and a term ending February 2014, is a derivative instrument designated as a cash flow hedge. The Company’s objective in using derivatives is to limit its exposure to interest rate movements. To accomplish this objective, the Company has used interest rate swaps as part of its cash flow hedging strategy. At December 31, 2005 and 2004, the interest rate swap had a fair value liability of $903 and $528, respectively, and was included in other liabilities. The change in net unrealized loss of $375 for the year ended December 31, 2005 for this cash flow hedge is included in accumulated other comprehensive income in shareholders’ equity.

The Company owns certain stock warrants which were granted to the Company by lessees in connection with structuring the initial lease transactions which are defined as derivative instruments because such stock warrants are readily convertible to cash or provide for net settlement upon conversion. Changes in fair value for the year ended December 31, 2005 generated an unrealized gain of $172.

60

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

As of December 31, 2005, warrants issued to the Company by Information Resources, Inc. and Compucom Systems, Inc. are classified as derivative instruments and have an aggregate fair value of $549.

18. Impairment Charges

Impairment Charges on Discontinued Operations

2005 — In connection with entering into agreements with a third party to sell a property in Miami, Florida formerly leased to Transworld, the Company recognized an impairment charge of $610 to further reduce the property’s carrying value to an amount which approximated the sales price less estimated selling costs. An impairment charge of $5,000 had previously been recognized against the property.

In connection with entering into a deed in lieu transaction with the limited recourse financing lender of a property in Tulsa, Oklahoma, the Company recognized an impairment charge of $600 to reduce this property’s carrying value to its estimated fair value. An impairment charge of $24,000 had previously been recognized against the property.

2004 — In connection with entering into an agreement with a third party to sell the Transworld property in Miami, Florida, the Company recognized an impairment charge of $5,000 to reduce the property’s carrying value to an amount which approximated the sales price less estimated selling costs.

2003 — In connection with the bankruptcy and subsequent lease termination of the tenant in the Tulsa, Oklahoma property, the Company recognized an impairment charge of $24,000 to reduce this property’s carrying value to its estimated fair value.

19. Segment Information

The Company has determined that it operates in one business segment, real estate operations with domestic and foreign investments.

For 2005, geographic information for the real estate operations segment is as follows:

	Domestic			Foreign (1)			Total
Revenues (2)	$	156,371		$	70,330		$	226,701
Operating expenses (2)		(72,420	)		(24,421	)		(96,841	)
Income from equity investments		15,204			295			15,499
Interest expense, net		(53,916	)		(29,163	)		(83,079	)
Other, net (3)		(9,421	)		(8,593	)		(18,014	)
Income from continuing operations	$	35,818		$	8,448		$	44,266
Equity investments	$	182,298		$	2,757		$	185,055
Total long lived assets		1,792,321			824,513			2,616,834
Total assets		1,981,608			874,893			2,856,501

For 2004, geographic information for the real estate operations segment is as follows:

	Domestic			Foreign (1)			Total
Revenues (2)	$	115,912		$	39,045		$	154,957
Operating expenses (2)		(53,232	)		(12,429	)		(65,661	)
Income from equity investments		9,889			176			10,065
Interest expense, net		(35,123	)		(16,110	)		(51,233	)
Other, net (3)		(6,084	)		2,107			(3,977	)
Income from continuing operations	$	31,362		$	12,789		$	44,151
Equity Investments	$	177,522		$	2,957		$	180,479
Total long-lived assets		1,850,051			570,736			2,420,787
Total assets		2,120,272			598,124			2,718,396

For 2003, geographic information for the real estate operations segment is as follows:

	Domestic			Foreign (1)			Total
Revenues (2)	$	53,066		$	20,150		$	73,216
Operating expenses (2)		(31,049	)		(6,726	)		(37,775	)
Income from equity investments		8,233			—			8,233
Interest expense, net		(11,056	)		(7,750	)		(18,806	)

61

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

	Domestic		Foreign (1)		Total
Other, net (3)		790		2,437		3,227
Income from continuing operations	$	19,984	$	8,111	$	28,095
Equity investments	$	83,984	$	—	$	83,984
Total long-lived assets		893,199		297,859		1,191,058
Total assets		1,316,285		322,867		1,639,152

(1)	Consists of operations in France, Finland, the United Kingdom, Belgium, Ireland and Germany.
(2)	Amounts have been reclassified to conform to the current year presentation of excluding interest income and interest expense from the revenues and operating expenses line items above, respectively.
(3)	Consists of minority interest in income and gains and losses on foreign currency transactions, other gains and real estate.

20. Selected Quarterly Financial Data (unaudited)

	For the three months ended
	March 31, 2005			June 30, 2005			September 30, 2005			December 31, 2005
Revenues	$	53,374		$	53,788		$	60,166		$	59,373
Operating expenses		(22,848	)		(22,406	)		(27,754	)		(23,833	)
Net income		7,636			11,343			8,415			16,415
Earnings per share — basic		.06			.09			.07			.13
Distributions declared per share		.1589			.1594			.1599			.1604

	For the three months ended
	March 31, 2004			June 30, 2004			September 30, 2004			December 31, 2004
Revenues	$	27,243		$	32,771		$	44,173		$	50,770
Operating expenses		(11,944	)		(13,285	)		(18,591	)		(21,841	)
Net income		11,604			8,502			11,418			7,362
Earnings per share — basic		.11			.08			.10			.05
Distributions declared per share		.1569			.1572			.1580			.1585

21. Subsequent Events

In January 2006 the advisor entered into a co-operation agreement with Starmark Holdings L.L.C. (“Starmark”) (formerly the parent of Starmark Camhood L.L.C.) covering several properties owned by the Company and certain of its affiliates and leased to Starmark under a master lease. Under this cooperation agreement, the advisor, on behalf of the Company and its affiliates, has agreed to co-operate in Starmark’s efforts to sell its existing individual leasehold interests to third parties and restructure the lease agreements. Additionally, Starmark’s financial covenants have been replaced by certain payment restrictions and an agreement to reserve certain of the proceeds of sale of the leasehold interests and other Starmark properties to cover certain costs of the Company incurred in connection with transactions under the co-operation agreement.

In August 2005, the Company entered into an agreement to sell a property in Miami, Florida formerly leased to Trends Clothing Corp. During the fourth quarter of 2005, the buyer exercised its right to terminate the contract and the Company entered into an agreement with a new third party to sell the property for $17,890. The Company completed the sale in March 2006 and expects to record a gain on sale of approximately $3,095. The Company used $7,763 of the sale proceeds to satisfy an existing mortgage obligation on the property.

As previously reported in the Company’s Form 10-Q report for the quarter ended September 30, 2005, upon being advised that certain distributions, beginning with the April 2004 distribution, might be construed to be preferential dividends, the Company promptly notified the IRS and submitted a request for a closing agreement. In March 2006, the Company entered into a closing agreement with the Internal Revenue Service, or the IRS, under which the IRS reached a final determination that it would not challenge the Company’s qualification as a REIT, or the deductibility of dividends paid to the Company’s shareholders, for the tax years ended December 31, 2005 and 2004 based upon the manner in which the Company issued shares in our distribution reinvestment plan. In settlement of this matter, the advisor has agreed to make a payment of $129 to the IRS and to cancel the issuance of a de minimis number of shares issued pursuant to the Company’s distribution reinvestment plan that may have caused the dividends to be preferential.

62

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands except share and per share amounts)

In March 2006, the Company together with an affiliate, CPA^®:16-Global, through a subsidiary in which the Company owns a 75% interest and CPA^®:16-Global owns the remaining 25%, entered into agreements to acquire and lease back 18 retail facilities in Europe from OBI AG, for a total purchase price that is expected to be approximately $200,000. The transaction is expected to close during the first half of 2006, however there can be no assurance that we will be successful in completing the transaction for the expected purchase price and within the estimated timeframe. In anticipation of closing this transaction and obtaining limited recourse mortgage financing, the Company entered into an interest rate swap contract with a lender with a notional amount of approximately $119,345, based on the exchange rate of the Euro as of March 2, 2006, the date we entered into the interest rate swap.

In March 2006, the Company entered into an agreement to fund an expansion at an existing facility in Nebraska. The total cost of the expansion is expected to be approximately $14,700.

63

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 2005
(not in thousands)

																					Life on which
							Costs									Gross Amount at which Carried					Depreciation in
							Capitalized		(Decreases)							at Close of Period (e)					Latest Statement
			Initial Cost to Company				Subsequent to		Increases in									Accumulated			of Income
Description	Encumbrances		Land		Buildings		Acquisition (a)		Investment (b)			Land		Buildings		Total		Depreciation (e)		Date Acquired	is Computed
Operating Method:
Industrial facilities in Bluffton, Ohio; Auburn, Indiana and Milan Tennessee	$	11,682,217	$	1,180,000	$	19,815,621	$	16,543				$	1,180,000	$	19,832,164	$	21,012,164	$	1,988,534	April 10, 2002	40 years
Land in Irvine, California		3,142,341		4,930,000									4,930,000				4,930,000		—	May 21, 2002
Office facility in Alpharetta, Georgia		8,180,122		1,750,000		11,339,005							1,750,000		11,339,005		13,089,005		1,123,412	June 25, 2002	40 years
Office facility in Clinton, New Jersey		28,177,180		—		47,015,707		3,164							47,018,871		47,018,871		4,214,023	August 16, 2002	40 years
Warehouse/distribution and office facilities in Miami, Florida		10,115,068		6,600,000		8,870,072		40,192					6,600,000		8,910,264		15,510,264		874,405	September 12, 2002	40 years
Office facilities in St. Petersburg, Florida		20,052,827		1,750,000		7,408,115		21,563,387					3,200,000		27,521,502		30,721,502		2,165,214	September 27, 2002	40 years
Movie Theatre in Baton Rouge, Louisiana		—		4,767,250		6,912,077			$	(43,038	)		4,767,250		6,869,039		11,636,289		456,279	October 9, 2002	40 years
Office facilities in San Diego, California		19,277,274		8,050,000		22,046,836		24,257					8,050,000		22,071,093		30,121,093		2,224,451	October 15, 2002	40 years
Industrial facilities in Richmond, California				870,000		4,097,653							870,000		4,097,653		4,967,653		348,552	November 20, 2002	40 years
Nursing care facilities located in France at Chatou, Poissy, Rosny sous Bois, Paris, Rueil Malmaison and Sarcelles		38,153,033		5,329,401		35,001,068		11,272,149		(873,456	)		6,309,586		44,419,576		50,729,162		4,365,766	December 4, 2002	40 years
Office facility in New York, New York		81,779,547		48,000,000		104,041,885		2,768,236		(2,800	)		48,000,000		106,807,321		154,807,321		8,600,728	December 12, 2002	40 years
Warehouse/distribution facilities located in France at Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen and Cholet		110,104,753		11,249,761		95,122,572		49,863,474		(6,145,348	)		14,598,484		135,491,975		150,090,459		12,038,035	December 27, 2002	40 years
Warehouse/distribution facilities in Orlando, Florida; Macon, Georgia; Rocky Mount, North Carolina and Lewisville, Texas		17,374,750		3,440,000		26,975,009							3,440,000		26,975,009		30,415,009		2,325,724	December 31, 2002	40 years
Industrial facilities in Chattanooga, Tennessee		—		540,000		5,880,961							540,000		5,880,961		6,420,961		422,694	February 12, 2003	40 years
Industrial facilities in Mooresville, North Carolina		8,817,009		600,000		13,836,806							600,000		13,836,806		14,436,806		994,520	February 25, 2003	40 years
Industrial facility in MaCalla, Alabama		8,200,181		1,750,000		13,545,266							1,750,000		13,545,266		15,295,266		605,704	March 28, 2003	40 years
Office facility in Lower Makefield T, Pennsylvania		13,327,427		900,000		20,120,153							900,000		20,120,153		21,020,153		1,362,302	April 1, 2003	40 years
Land located in Dublin, Ireland		912,562		1,782,741						(57,837	)		1,724,904				1,724,904		—	April 29, 2003
Warehouse/distribution facility in Virginia Beach, Virginia		22,597,706		3,000,000		32,240,854							3,000,000		32,240,854		35,240,854		1,981,469	July 2, 2003	40 years
Industrial facility in Fort Smith, Arizona		—		980,000		7,261,961							980,000		7,261,961		8,241,961		446,308	July 31, 2003	40 years
Retail facilities in Greenwood, Indiana and Buffalo, New York		12,130,995				14,676,332		4,891,005							19,567,337		19,567,337		1,017,143	August 8 and August 19, 2003	40 years
Industrial facilities in Bowling Green, Kentucky and Jackson, Tennessee		8,183,887		680,000		11,723,270							680,000		11,723,270		12,403,270		696,069	August 13, 2003	40 years
Industrial facilities in Mattoon, Illinois; Holyoke, Massachusetts; Morristown, Tennessee and a warehouse/distribution facility in Westfield, Massachusetts		9,073,704		1,230,000		15,707,324							1,230,000		15,707,324		16,937,324		932,622	August 19, 2003	40 years
Indiustrial facility in Rancho Cucamonga, California and educational facilities in Glendale Heights, Illinois; Exton, Pennsylvania and Avondale, Arizona		48,397,056		12,932,338		6,937,470		61,787,754					12,932,338		68,725,224		81,657,562		2,189,981	September 15, and December 16, 2003 February 6, and September 1, 2004	40 years
Sports facilities in Rochester Hills and Canton, Michigan		26,160,664		9,791,000		32,779,723							9,791,000		32,779,723		42,570,723		1,878,005	September 30, 2003	40 years
Industrial facilities in St. Petersburg, Florida; Buffalo Grove, Illinois; West Lafayette, Indiana; Excelsior Springs, Missouri and North Versailles, Pennsylvania		16,335,910		4,980,000		21,905,469		1,500					4,980,000		21,906,969		26,886,969		1,219,616	October 29, 2003	40 years
Sports facilities in Atlanta, Georgia and Bel Air, Maryland		15,202,945		5,262,000		20,113,107							5,262,000		20,113,107		25,375,107		1,068,509	November 7, 2003	40 years
Industrial facilities in Tolleson, Arizona; Alsip, Illinois and Solvay, New York		20,568,991		4,210,000		23,910,675		2,639,686		3,106,915			4,210,000		29,657,276		33,867,276		1,435,357	November 20, 2003	40 years
Land in Memphis, Tennessee and Sports facilities in Bedford, Texas and Englewood, Colorado		10,360,952		4,392,140		9,314,293							4,392,140		9,314,293		13,706,433		429,833	December 22, 2003 and September 1, 2004	40 years
Warehouse/Distribution facilities in Oceanside, California and Concordville, Pennsylvania		6,112,483		2,575,000		5,490,166		5,400					2,575,000		5,495,566		8,070,566		269,031	January 2, 2004	40 years
Office facilities in Brussels, Belgium		11,097,828		2,231,886		8,796,248		2,785,514		(479,056	)		2,142,284		11,192,308		13,334,592		564,692	January 2, 2004	40 years
Warehouse/distribution facility in La Vista, Nebraska		16,048,687		5,700,000		648,321		21,214,404					5,700,000		21,862,725		27,562,725		202,901	May 7, 2004	40 years
Office facility in Peoria, Illinois		—		4,460,000		7,479,708		16,900					4,460,000		7,496,608		11,956,608		366,904	January 8, 2004	40 years
Office facility in Peachtree City, Georgia		5,303,231		990,000		6,873,893				(2,500	)		990,000		6,871,393		7,861,393		307,781	March 26, 2004	40 years
Self-Storage/Trucking facilities in numerous locations throughout the USA		178,393,870		69,080,000		189,081,967							69,080,000		189,081,967		258,161,967		8,075,352	April 29, 2004	40 years
Office facility in Pleasanton, California		18,197,860		16,230,366		14,052,294		4,950					16,230,366		14,057,244		30,287,610		571,038	May 26, 2004	40 years

64

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 2005
(not in thousands)

																						Life on which
							Costs										Gross Amount at which Carried					Depreciation in
							Capitalized			(Decreases)							at Close of Period (e)					Latest Statement
			Initial Cost to Company				Subsequent to			Increases in									Accumulated			of Income
Description	Encumbrances		Land		Buildings		Acquisition (a)			Investment (b)			Land		Buildings		Total		Depreciation (e)		Date Acquired	is Computed
Operating Method:
Office facility in San Marcos, Texas		—		225,000		1,180,311								225,000		1,180,311		1,405,311		45,491	June 24, 2004	40 years
Office facilities in Espoo, Finland		66,951,645		16,765,973		68,556,272		(172,390	)		(3,414,614	)		16,056,941		65,678,300		81,735,241		2,397,604	July 8, 2004	40 years
Office facilities located in France at Guyancourt, Conflans, St. Honorine, Ymare, Laval and Aubagne		72,765,095		21,869,180		65,212,672		356,477			(1,485,657	)		21,445,931		64,506,741		85,952,672		2,297,930	July 26, 2004	40 years
Office facilities in Helsinki, Finland		73,765,912		24,687,585		71,815,072					(11,484,634	)		21,585,690		63,432,333		85,018,023		1,519,733	January 3, 2005	40 years
Office facility in Paris, France		76,909,014		24,180,000		60,846,368		(445,513	)		(1,644,192	)		23,688,000		59,248,663		82,936,663		684,061	July 12, 2005	40 years
Retail facilities in Oklahoma City, Oklahoma and Round Rock, Texas (d)		10,209,554		5,360,994		7,679,933								5,360,994		7,679,933		13,040,927		247,998	September 1, 2004	40 years
Land in Fort Collins, Colorado; Matteson and Schaumburg, Illinois; North Attleboro, Massachusetts; Nashua, New Hampshire; Albequerque, New Mexico; Houston, Fort Worth, Dallas, Beaumont and Arlington, Texas and Virginia Beach, Virginia (d)		12,031,330		36,964,334										36,964,334				36,964,334		—	September 1, 2004
Office facilities in Chicago, Illinois (d)		23,762,336		4,909,953		32,973,752								4,909,953		32,973,752		37,883,705		1,064,777	September 1, 2004	40 years
Land in North Little Rock, Arizona (d)		—		771,730										771,730				771,730		—	September 1, 2004
Industrial facility in Louisville, Colorado (d)		14,747,804		1,891,528		19,612,333								1,891,528		19,612,333		21,503,861		633,315	September 1, 2004	40 years
Industrial facilities in Hollywood and Orlando, Florida (d)		—		1,244,411		2,489,948								1,244,411		2,489,948		3,734,359		80,405	September 1, 2004	40 years
Office facility in Playa Vista, California (d)		18,764,826		20,949,767		7,328,797								20,949,767		7,328,797		28,278,564		236,659	September 1, 2004	40 years
Industrial facility in Golden, Colorado (d)		3,554,167		615,508		3,722,603								615,508		3,722,603		4,338,111		120,209	September 1, 2004	40 years
Industrial facilities in Texarkana, Texas and Orem, Utah (d)		3,343,797		1,719,448		4,689,478		615,999						1,719,448		5,305,477		7,024,925		170,321	September 1, 2004	40 years
Industrial facility in Eugene, Oregon (d)		5,119,135		1,008,711		6,739,117								1,008,711		6,739,117		7,747,828		217,617	September 1, 2004	40 years
Warehouse/distribution facility in Rotherham, United Kingdom (d)		2,177,441		347,168		2,590,770					(123,640	)		332,558		2,481,740		2,814,298		80,140	September 1, 2004	40 years
Office facility in Little Germany, United Kingdom (d)		3,974,517		102,602		3,978,297					(171,742	)		98,283		3,810,874		3,909,157		123,059	September 1, 2004	40 years
Industrial facility in Neenah, Wisconsin (d)		5,210,116		261,941		4,727,765								261,941		4,727,765		4,989,706		152,668	September 1, 2004	40 years
Land in Farmington, Connecticut and Braintree, Massachusetts (d)		1,584,241		2,972,411										2,972,411				2,972,411		—	September 1, 2004
Industrial facility in South Jordan, Utah (d)		8,508,327		2,476,637		5,828,723								2,476,637		5,828,723		8,305,360		188,219	September 1, 2004	40 years
Land in Chandler and Tucson, Arizona; Alhambra, Chino, Garden Grove and Tustin, California; Naperville, Illinois; Westland and Canton, Michigan; Carrollton, Duncansville and Lewisville, Texas and educational facilities in Newport News, Centreville, Manassas and Century Oaks, Virginia (d)		6,543,835		5,830,334		3,270,020								5,830,334		3,270,020		9,100,354		105,595	September 1, 2004	40 years
Warehouse/distribution facility in Ennis, Texas (d)		2,825,394		189,779		4,512,341								189,779		4,512,341		4,702,120		145,711	September 1, 2004	40 years
	$	1,216,211,546	$	427,558,877	$	1,248,776,453	$	179,253,088		$	(22,821,599	)	$	428,445,241	$	1,404,321,578	$	1,832,766,819	$	78,274,466

65

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 2005
(not in thousands)

												Gross Amount at
							Costs Capitalized					Which Carried at
			Initial Cost to Company				Subsequent		Increases (Decreases) in			Close of Period (d)
Description	Encumbrances		Land		Buildings		to Acquisition (a)		Net Investment (b)			Total		Date Acquired
Direct Financing Method:
Office facility in Irvine, California	$	6,028,901			$	8,525,497	$	69,300	$	863,909		$	9,458,706	May 21, 2002
Warehouse/distribution facilities in Mesquite, Texas		6,845,263	$	1,513,400		10,842,621		2,824,376					15,180,397	June 14, 2002
Retail facilities located in Germany at Osnabruck, Borken, Bunde, Arnstadt, Dorsten, Duisburg, Freiberg, Leimbach-Kaiserro, Monheim, Oberhausen, Rodewisch, Sankt Augustin, Schmalkalden, Stendal, Wuppertal and Monheim		101,498,342		26,469,995		127,701,464		55,675		(4,675,434	)		149,551,700	June 9, 2005
Warehouse/distribution facility in Birmingham, United Kingdom		27,887,285		6,314,610		25,925,871		7,433,082		1,783,775			41,457,338	January 28 and March 3, 2003
Industrial facility in Rochester, Minnesota		6,980,027		2,250,000		10,327,518				467,372			13,044,890	March 28, 2003
Industrial facilities located in the United Kingdom at Bradford, Belfast, Darwen, Stoke-on-Trent and Rochdale and in Dublin, Ireland		19,827,483		5,113,187		32,122,912		57,601		183,769			37,477,469	April 29, 2003
Office facilities in Corpus Christi, Odessa, San Marcos and Waco, Texas		7,132,040		1,800,000		12,021,990				(200,826	)		13,621,164	August 7, 2003
Retail facility in Freehold, New Jersey		6,348,909				9,610,772				(21,063	)		9,589,709	August 8, 2003
Industrial facilities in Shelby Township and Port Huron, Michigan		7,182,109		1,330,000		10,301,807		19,150		(260,464	)		11,390,493	November 24, 2003
Industrial facilities in Mentor, Ohio and Franklin, Tennessee		4,452,668		1,060,000		6,107,539							7,167,539	April 14, 2004
Retail Stores in Fort Collins, Colorado; Matteson, Illinois, Schaumburg, Illinois, North Attleboro; Massachusetts; Nashua, New Hampshire; Albequerque, New Mexico; Houston, Fort Worth, Dallas, Beaumont and Arlington, Texas and Virginia Beach, Virginia		15,042,447				48,230,827				(2,015,319	)		46,215,508	September 1, 2004
Retail facilities in Conway and North Little Rock, Arizona						5,204,233				(20,612	)		5,183,621	September 1, 2004
Warehouse/distribution facilities in Lima, Ohio		8,258,392		657,202		12,731,121				(224,662	)		13,163,661	September 1, 2004
Retail facility in Plano, Texas				1,118,667		4,165,136				(97,850	)		5,185,953	September 1, 2004
Sports facility in Memphis, Tennessee		3,224,030				6,510,896				(434,421	)		6,076,475	September 1, 2004
Industrial facility in Owingsville, Kentucky		160,391		15,867		4,916,983				(64,587	)		4,868,263	September 1, 2004
Retail facilities in Farmington, Connecticut and Braintree, Massachusetts		6,529,956				12,616,923				(365,181	)		12,251,742	September 1, 2004
Education facilities in Chandler and Tucson, Arizona; Alhambra, Chino, Garden Grove and Tustin, California; Naperville, Illinois; Westland and Canton, Michigan; Carrollton, Duncansville and Lewisville, Texas		4,206,882				6,733,797				(247,388	)		6,486,409	September 1, 2004
Industrial facility in Brownwood, Texas		4,377,188		142,089		5,141,275				(123,998	)		5,159,366	September 1, 2004
Retail facilities in Greenport, Ellenville and Warwick, New York		14,857,734		1,938,527		17,077,906				248,347			19,264,780	September 1, 2004
Education facility in Glendale Heights, Illinois		2,097,023				9,435,058				(814,810	)		8,620,248	September 1, 2004
	$	252,937,070	$	49,723,544	$	386,252,146	$	10,459,184	$	(6,019,443	)	$	440,415,431

66

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 2005
(not in thousands)
NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

(a)	Consists of the costs of improvements subsequent to purchase and acquisition costs including construction costs on build-to-suit transactions, legal fees, appraisal fees, title costs and other related professional fees.
(b)	The (decrease) increase in net investment is due to the amortization of unearned income producing a constant periodic rate of return on the net investment which is more (less) than lease payments received, impairment charges and foreign currency translation adjustments.
(c)	At December 31, 2005, the aggregate cost of real estate owned by the Company and its subsidiaries for U.S. federal income tax purposes is $1,101,065,960.
(d)	Acquired September 1, 2004 in connection with the Merger.
(e)	Reconciliation of real estate and accumulation depreciation:

	Reconciliation of Real Estate Accounted for
	Under the Operating Method December 31,
	2005			2004			2003
Balance at beginning of year	$	1,742,822,260		$	883,461,568		$	559,521,150
Additions		202,744,584			749,153,305			285,402,611
Dispositions		(46,029,913	)		(6,519,663	)		—
Impairment charge		(600,180	)		(5,000,000	)		(24,000,000	)
Foreign currency translation adjustment		(71,104,049	)		40,335,665			31,355,297
Reclassification of real estate under construction		19,837,209			100,844,508			31,182,510
Reclassification from direct financing lease		—			7,069,591			—
Reclassification to equity investment		—			(6,933,374	)		—
Reclassification to assets held for sale		(14,903,093	)		(19,589,340	)		—
Balance at close of year	$	1,832,766,818		$	1,742,822,260		$	883,461,568

	Reconciliation of Accumulated Depreciation
	December 31,
	2005			2004			2003
Balance at beginning of year	$	47,756,429		$	18,725,233		$	2,323,336
Depreciation expense		36,100,561			28,070,194			15,973,840
Depreciation expense included in discontinued operations		1,269,237			204,407			—
Reclassification of accumulated depreciation to assets held for sale		(1,029,881	)		(204,407	)		—
Dispositions		(3,805,755	)		—			—
Foreign currency translation adjustment		(2,016,125	)		961,001			428,057
Balance at close of year	$	78,274,466		$	47,756,428		$	18,725,233

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

ITEM 9A. Controls and Procedures.

Our disclosure controls and procedures include our controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported, within the required time periods specified in the SEC’s rules and forms.

Our Chief Executive Officer and Chief Financial Officer have conducted a review of our disclosure controls and procedures as of December 31, 2005. Based upon this review, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2005 at a reasonable

67

level of assurance to ensure that the information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the required time periods.

ITEM 9B. Other Information.

None.

68

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

PART III

ITEM 10. Directors and Executive Officers of the Registrant.

This information will be contained in our definitive Proxy Statement with respect to our 2005 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year, and is hereby incorporated by reference.

ITEM 11. Executive Compensation.

This information will be contained in our definitive Proxy Statement with respect to our 2005 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year, and is hereby incorporated by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

This information will be contained in our definitive Proxy Statement with respect to our 2005 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year, and is hereby incorporated by reference.

ITEM 13. Certain Relationships and Related Transactions.

This information will be contained in our definitive Proxy Statement with respect to our 2005 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the our fiscal year, and is hereby incorporated by reference.

ITEM 14. Principal Accountant Fees and Services.

This information will be contained in our definitive Proxy Statement with respect to our 2005 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the our fiscal year, and is hereby incorporated by reference.

69

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

(1)	and (2) – Financial Statements and schedules – see index to financial statements and schedules included in Item 8.
(3)	Exhibits:

The following exhibits are filed as part of this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.

Exhibit No.	Description	Method of Filing
3.1	Articles of Incorporation of Registrant	Exhibit 3.1 to Registration Statement (Form S-11) No. 333-58854 dated April 13, 2001
3.2	Amended and Restated Bylaws of Registrant	Exhibit 3.2 to Amendment No. 1 to Registration Statement (Form S-11/A) No. 333-100525 dated May 1, 2003
4.1	2001 Amended and Restated Distribution Reinvestment and Stock Purchase Plan of Registrant	Filed herewith
10.1	Amended and Restated Advisory Agreement dated September 30, 2005 between Corporate Property Associates 15 Incorporated and Carey Asset Management Corp	Exhibit 10.5 to Registrant’s Form 10-Q dated November 14, 2005
10.2	Lease Agreement between UH Storage (DE) Limited Partnership, and U-HAUL Moving Partners, Inc., dated as of March 31, 2004	Filed herewith

70

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

Exhibit No.	Description	Method of Filing
10.3	Lease Agreement between UH Storage (DE) Limited Partnership, and Mercury Partners, LP, dated as of March 31, 2004	Filed herewith
10.4	Loan Agreement between Bank of America, N.A., as lender, and, UH Storage (DE) Limited Partnership, as borrower, dated as of April 29, 2004	Filed herewith
10.5	Guaranty and Suretyship Agreement between U-HAUL International, Inc. as guarantor and UH Storage (DE) Limited Partnership, as Landlord, dated as of March 31, 2004.	Filed herewith
21.1	Subsidiaries of Registrant	Filed herewith
23.1	Consent of PricewaterhouseCoopers LLP	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 Of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

71

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
3/30/06	BY: /s/ Mark J. DeCesaris
Date	Mark J. DeCesaris
	Managing Director and acting Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3/30/06	BY: /s/ William Polk Carey
Date	William Polk Carey
	Chairman of the Board and Director

3/30/06	BY: /s/ Gordon F. DuGan
Date	Gordon F. DuGan
	Vice Chairman of the Board, Chief Executive Officer and Director
	(Principal Executive Officer)

3/30/06	BY: /s/ Trevor P. Bond
Date	Trevor P. Bond
	Director

3/30/06	BY: /s/ Elizabeth P. Munson
Date	Elizabeth P. Munson
	Director
3/30/06	BY: /s/ Charles E. Parente
Date	Charles E. Parente
	Director
3/30/06	BY: /s/ Mark J. DeCesaris
Date	Mark J. DeCesaris
	Managing Director and acting Chief Financial Officer
	(acting Principal Financial Officer)
3/30/06	BY: /s/ Claude Fernandez
Date	Claude Fernandez
	Managing Director and Chief Accounting Officer
	(Principal Accounting Officer)

REPORT ON FORM 10-K

The advisor will supply to any shareholder, upon written request and without charge, a copy of the Annual Report on Form 10-K for the year ended December 31, 2005 as filed with the SEC. The 10-K may also be obtained through the SEC’s EDGAR database at www.sec.gov.

72

EX-4.1

                                                                     Exhibit 4.1

                  CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

   2001 AMENDED AND RESTATED DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN

      1. Participation; Agent. Corporate Property Associates 15 Incorporated
2001 Amended and Restated Distribution Reinvestment and Stock Purchase Plan
("Plan") is available to stockholders of record of the common stock ("Common
Stock") of Corporate Property Associates 15 Incorporated ("CPA(R):15"). Phoenix
American Financial Services, Inc. ("Phoenix American") acting as agent for each
participant in the Plan, will apply cash distributions which become payable to
such participant on shares of CPA(R):15 Common Stock (including shares held in
the participant's name and shares accumulated under the Plan), to the purchase
of additional whole and fractional shares of CPA(R):15 Common Stock for such
participant.

      2. Eligibility. Participation in the Plan is limited to registered owners
of CPA(R):15 Common Stock. Shares held by a broker-dealer or nominee must be
transferred to ownership in the name of the stockholder in order to be eligible
for the Plan. Further, a shareholder who wishes to participate in the Plan may
purchase shares through the Plan only after receipt of a prospectus relating to
the Plan. A participating stockholder is not required to include all of the
shares owned by such stockholder in the Plan, but all of the distributions paid
on enrolled shares will be reinvested.

      3. Stock Purchases. Phoenix American may purchase shares for the accounts
of participants in the Plan directly from CPA(R):15 or in the open market. All
shares purchased under the Plan will be held in the name of each participant. In
making purchases for the accounts of participants, Phoenix American may
commingle the funds of one participant with those of other participants in the
Plan. All shares purchased under the Plan will be held in the name of each
Participant. In making purchases for the accounts of participants, Phoenix
American may commingle the funds of one participant with those of other
participants in the Plan. The price of shares purchased directly from CPA(R):15
will be equal to the net asset value ("NAV") per share of CPA(R):15 Common
Stock, as determined by the board of directors of CPA(R):15 from time to time.
If an appraisal of the real estate owned by CPA(R):15 has been performed, the
CPA(R):15 board of directors' determination of NAV shall be based upon such
appraisal, as increased by the value of CPA(R):15's other assets, and reduced by
the total amount of CPA(R):15's liabilities and other costs, all as approved by
CPA(R):15's board of directors and then divided by the total number of
outstanding shares of Common Stock. Until an appraisal of CPA(R):15's real
estate assets is performed, or the CPA(R):15 board of directors makes a
subsequent determination of NAV, NAV shall be $10.00 per share. In the case of
each purchase on the open market, the price per share for each participant's
account shall be deemed to be the average price of all shares purchased with the
funds available from that distribution. Phoenix American shall have no
responsibilities with respect to the market value of the CPA(R):15 Common Stock
acquired for participants under the Plan.

      4. Timing of Purchases. Phoenix American will make every reasonable effort
to reinvest all distributions and voluntary cash investments on the date the
cash distribution is paid, except where necessary to comply with applicable
securities laws. If, for any reason beyond the control of Phoenix American,
reinvestment of the distributions cannot be completed within 30 days after the
applicable distribution payment date, participants' funds held by Phoenix
American will be distributed to the participant.



      5. Account Statements. Following the completion of the purchase of shares
after each distribution, Phoenix American will mail to each participant an
account statement showing the cash distributions, the number of shares
purchased, the price per share and the participant's total shares accumulated
under the Plan.

      6. Expenses and Commissions. There will be no expenses to participants for
the administration of the Plan. Brokerage commissions, as described below, and
administrative fees associated with the Plan will be paid by CPA(R):15. Any
interest earned on distributions while held by Phoenix American will be paid to
CPA(R):15 to defray costs relating to the Plan. Additionally, in connection with
purchases of shares under the Plan, the Company may, in its sole discretion, pay
to Carey Financial, LLC selling commissions of not more than 5% of the purchase
price of shares purchased through reinvestment. Carey Financial, LLC may, in its
sole discretion, reallow up to 5% per share of the selling commission to select
dealers.

      7. Taxation of Distributions. The reinvestment of distributions does not
relieve the participant of any taxes which may be payable on such distributions.

      8. Stock Certificates. No stock certificates will be issued to a
participant.

      9. Voting of Shares. In connection with any matter requiring the vote of
CPA(R):15 stockholders, each participant will be entitled to vote all of the
whole shares held by the participant in the Plan. Fractional shares will not be
voted.

      10. Absence of Liability. Neither CPA(R):15 nor Phoenix American or any of
their officers, directors, agents or employees, shall have any responsibility or
liability as to the value of CPA(R):15's shares, any change in the value of the
shares acquired for any participant's account, or the rate of return earned on,
or the value of, the interest-bearing accounts, if any, in which distributions
are invested. Neither CPA(R):15 nor Phoenix American shall be liable for any act
done in good faith, or for any good faith omission to act, including, without
limitation, any claims of liability (a) arising out of the failure to terminate
a participant's participation in the Plan upon such participant's death prior to
the date of receipt of such notice and (b) with respect to the time and prices
at which shares are purchased for a participant. NOTWITHSTANDING THE FOREGOING,
LIABILITY UNDER THE U.S. FEDERAL SECURITIES LAWS CANNOT BE WAIVED. Similarly,
CPA(R):15 and Phoenix American have been advised that in the opinion of certain
state securities commissioners, indemnification is also considered contrary to
public policy and therefore unenforceable.

      11. Termination of Participation. A participant may terminate
participation in the Plan at any time by written instructions to that effect to
Phoenix American. To be effective on a distribution payment date, the notice of
termination must be received by Phoenix American at least 15 days before that
distribution payment date. Upon receipt of notice of termination from the
participant, Phoenix American may also terminate any participant's account at
any time in its discretion by notice in writing mailed to the participant.

      12. Amendment, Supplement, Termination and Suspension of Plan. This Plan
may be amended, supplemented or terminated by CPA(R):15 at any time by the
delivery of written notice to each participant at least 10 days prior to the
effective date of the amendment, supplement or termination. Any amendment or
supplement shall be effective as to the participant unless, prior to its
effective date, Phoenix American receives written notice of termination of the
participant's account. Amendment may include an appointment by CPA(R):15 or
Phoenix American with the approval of CPA(R):15 of a successor agent, in which
event such successor shall have all of the rights and obligations of Phoenix
American under this Plan. CPA(R):15 may suspend the Plan at any time without
notice to the participants.

                                     - 2 -



      13. Governing Law. This Plan and the Authorization Card signed by the
participant (which is deemed a part of this Plan) and the participant's account
shall be governed by and construed in accordance with the laws of the State of
Maryland. This Agreement cannot be changed orally.

                                     - 3 -

EX-10.2

                                                                    EXHIBIT 10.2

                                 LEASE AGREEMENT

                                 by and between

                      UH STORAGE (DE) LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                                   as LANDLORD

                                       and

                         U-HAUL MOVING PARTNERS, INC.,

                              a Nevada Corporation,

                                    as TENANT

                    Premises: See Schedule A attached hereto

                           Dated as of: March 31,2004



                                TABLE OF CONTENTS

                                                                               
1.   Demise of Premises.......................................................     1

2.   Certain Definitions.....................................................      1

3.   Title and Condition; Single Lease Transaction............................    11

4.   Use of Leased Premises; Quiet Enjoyment..................................    13

5.   Term.....................................................................    15

6.   Basic Rent...............................................................    15

7.   Additional Rent.............................................. ...........    16

8.   Net Lease: Non-Terminability.............................................    17

9.   Payment of Impositions...................................................    18

10.  Compliance with Laws and Easement Agreements; Environmental Matters......    19

11.  Liens; Recording.........................................................    22

12.  Maintenance and Repair...................................................    23

13.  Alterations and Improvements.............................................    23

14.  Permitted Contests.......................................................    24

15.  Indemnification..........................................................    25

16.  Insurance................................................................    26

17.  Casualty and Condemnation................................................    30

18.  Termination Events.......................................................    31

19.  Restoration..............................................................    33

20.  Procedures Upon Purchase.................................................    34

21.  Assignment and Subletting: Prohibition against Leasehold Financing.......    35

22.  Events of Default........................................................    38

23.  Remedies and Damages Upon Default........................................    41

24.  Notices..................................................................    44

25.  Estoppel Certificate ....................................................    45

26.  Surrender ...............................................................    45

27.  No Merger of Title.......................................................    46

28.  Books and Records........................................................    46

29.  Determination of Value...................................................    47

30.  Non-Recourse as to Landlord..............................................    48

31.  Financing................................................................    49



                                       -i-



                                                                               
32.  Subordination, Non-Disturbance and Attornment ...........................    50

33.  Tax Treatment; Reporting ................................................    50

34.  Intentionally omitted ...................................................    50

35.  Security Deposit; Payment of Earn-out Deposit ...........................    50

36.  Economic Abandonment ....................................................    53

37.  Substitution and Exchange of Premises ...................................    54

38.  Mercury Lease ...........................................................    55

39.  Local Law Provisions ....................................................    55

40.  Miscellaneous ...........................................................    55



     Exhibit "A-1" - Legal Descriptions of each Related Premises
     Exhibit "A-2" - Street Addresses of each Related Premises
     Exhibit "B"   - Machinery and Equipment
     Exhibit "C-1" - Schedule of Permitted Encumbrances
     Exhibit "C-2" - Schedule B from each Title Pro Forma
     Exhibit "D"   - Rent Schedule
     Exhibit "E"   - Acquisition Costs
     Exhibit "F"   - Premises Percentage Allocation of Basic Rent
     Exhibit "G"   - Local Law Provisions
     Exhibit "H"   - Tenant's Post Closing Environmental Obligations

                                      -ii-



      LEASE AGREEMENT, made as of March 31, 2004, between UH STORAGE (DE)
LIMITED PARTNERSHIP, a Delaware limited partnership (together with any of its
successors and/or assigns, "Landlord"), with an address c/o W. P. Carey & Co.
LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and U-HAUL
MOVING PARTNERS, INC., a Nevada corporation ("Tenant") with an address at 2727
North Central Avenue, Phoenix, AZ 85004.

      In consideration of the rents and provisions herein stipulated to be paid
and performed, Landlord and Tenant hereby covenant and agree as follows:

            1. Demise of Premises. Landlord hereby demises and lets to Tenant,
and Tenant hereby takes and leases from Landlord, for the term and upon the
provisions hereinafter specified, the following described properties
(hereinafter referred to collectively as the "Leased Premises" and each
individually as a "Related Premises": (a) that portion of the land described in
Exhibit "A-1" attached hereto upon which the Improvements containing rental
office, fleet truck and trailer parking areas and related facilities are
located, together with the Appurtenances related thereto, and together with a
personal easement for the benefit of Tenant (and any permitted assignees or
sublessees of Tenant's interests hereunder) granting the right of ingress and
egress for vehicular and pedestrian access over and through the Common Areas
(collectively, the "Land"); (b) the buildings, structures and other improvements
now or hereafter constructed on the Land (collectively, the "Improvements"); and
(c) the fixtures, machinery, equipment and other property described in Exhibit
"B" on the Land or within any Improvements thereon (collectively, the
"Equipment").

            2. Certain Definitions.

                  "Abandonment Date" shall mean the Abandonment Date as defined
in Paragraph 36.

                  "Abandonment Notice" shall mean Abandonment Notice as defined
in Paragraph 36.

                  "Abandonment Offer Amount" shall mean the Abandonment Offer
Amount as defined in Paragraph 36.

                  "Abandonment Premises" shall mean the Leased Premises or any
of the Related Premises, as applicable, abandoned pursuant to Paragraph 36.

                  "Acquisition Cost" of each of the Related Premises shall mean
the amount set forth opposite such premises on Exhibit "E" hereto.

                  "Additional Rent" shall mean Additional Rent as defined in
Paragraph 7.

                  "Affected Premises" shall mean the Affected Premises as
defined in Paragraph 18.

                  "Affiliate" of any Person shall mean any Person which shall
(1) control, (2) be under the control of, or (3) be under common control with
such Person (the term "control"



as used herein shall be deemed to mean ownership of more than 50% of the
outstanding Voting Stock of a corporation, or other majority equity and control
interest if such Person is not a corporation).

                  "Alterations" shall mean all changes, additions, improvements
or repairs to, all alterations, reconstructions, renewals, replacements or
removals of and all substitutions or replacements for any of the Improvements or
Equipment, both interior and exterior, structural and non-structural, and
ordinary and extraordinary.

                  "Appurtenances" shall mean all tenements, hereditaments,
easements, rights-of-way, rights, privileges in and to the Land, including (a)
easements over other lands granted by any Easement Agreement and (b) any
streets, ways, alleys, sidewalks, driveways, curbs vaults, gores or strips of
land adjoining the Land.

                  "Assignment" shall mean any assignment of rents and leases
from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b)
secures Landlord's obligation to repay a Loan, as the same may be amended,
supplemented or modified from time to time, in any case, whether pursuant to a
separate agreement or as part of a Mortgage.

                  "Assignment and Assumption of Lease Agreement" shall mean that
certain Assignment and Assumption Agreement dated as of the date hereof by and
between Tenant and Mercury Tenant.

                  "Assignment and Assumption of Dealership Agreement" shall
collectively mean that Assignment and Assumption of Dealership Agreement by and
among Tenant, Landlord and U-Haul Leasing & Sales Co. and that Assignment and
Assumption of Dealership Agreement by and among Tenant, Mercury Tenant and
U-Haul Leasing & Sales Co., each dated as of the date hereof.

                  "Assignment and Subordination of Management Agreement" shall
mean that certain Assignment and Subordination of Management Agreement dated as
of the date hereof by and among Mercury, Landlord and Manager and any future
assignment and subordination of management agreement by and among Mercury,
Manager and Landlord, which future assignment and subordination of management
agreement shall be in form and substance reasonably acceptable to each party
thereto.

                  "Automatic Renewal Notice" shall mean Automatic Renewal Notice
as defined in Paragraph 5.

                  "Basic Rent" shall mean Basic Rent as defined in Paragraph 6.

                  "Basic Rent Payment Dates" shall mean the Basic Rent Payment
Dates as defined in Paragraph 6.

                  "Casualty" shall mean any loss of or damage to or destruction
of or which affects the Leased Premises or Appurtenances or which arises from
the Appurtenances.

                                       -2-



                  "Combined Property" shall mean Combined Property as defined in
Paragraph 16(b).

                  "Commencement Date" shall mean Commencement Date as defined in
Paragraph 5.

                  "Common Areas" shall mean (i) the applicable area or areas
located upon or comprising a portion of each Related Premises necessary for
Tenant and/or its employees, customers, contractors and invitees to enjoy
vehicular and pedestrian ingress and/or egress to and from any Improvements
thereon (whether leased to Tenant hereunder or Mercury under the Mercury Lease)
from (A) any public street adjoining the Land or (B) any office or general
parking areas located upon or constituting a portion of the land and
improvements demised to Tenant under this Lease and (ii) any other areas within
the land described on Exhibit "A-1" attached hereto and not demised to Mercury
under the Mercury Lease.

                  "Condemnation" shall mean a Taking and/or a Requisition.

                  "Condemnation Notice" shall mean written notice of the
relevant condemning authority, of the institution of or intention to institute
any proceeding for Condemnation.

                  "Corresponding Mercury Premises" shall mean the real property
and improvements demised pursuant to the Mercury Lease and located contiguously
to, and at the same street address as, the applicable Related Premises, Affected
Premises, Exchange Premises or Abandonment Premises, as the context shall
require, demised hereunder to Tenant.

                  "Costs" of a Person or associated with a specified transaction
shall mean all reasonable out-of-pocket costs and expenses incurred by such
Person or associated with such transaction, including without limitation,
attorneys' fees and expenses, court costs, brokerage fees, escrow fees, title
insurance premiums, recording fees and transfer taxes, as the circumstances
require.

                  "CPI" shall mean CPI as defined in Exhibit "D" hereto.

                  "Dealership Agreement" shall mean that certain Dealership
Agreement by and between Tenant and U-Haul Leasing & Sales Co. dated as of the
date hereof.

                  "Default Rate" shall mean the Default Rate as defined in
Paragraph 7(a)(iv).

                  "Earn-Out Deposit" shall mean Earn-Out Deposit as defined in
Paragraph 35.

                  "Easement Agreement" shall mean any conditions, covenants,
restrictions, easements, declarations, and other similar agreements burdening or
benefiting any Related Premises and listed as Permitted Encumbrances or as may
hereafter affect the Land comprising any Related Premises or the use or
occupancy of any Related Premises and bind Landlord and/or any future fee owner
of any Related Premises.

                                       -3-



                  "Environmental Law" shall mean (i) whenever enacted or
promulgated, any applicable federal, state, foreign and local law, statute,
ordinance, rule, regulation, license, permit, authorization, approval, consent,
court order, judgment, decree, injunction, code, requirement or agreement with
any governmental entity, (x) relating to pollution (or the cleanup thereof), or
the protection of air, water vapor, surface water, groundwater, drinking water
supply, land (including land surface or subsurface), plant, aquatic and animal
life from injury caused by a Hazardous Substance or (y) concerning exposure to,
or the use, containment, storage, recycling, reclamation, reuse, treatment,
generation, discharge, transportation, processing, handling, labeling,
production, disposal or remediation of any Hazardous Substance, Hazardous
Condition or Hazardous Activity, in each case as amended and as now or hereafter
in effect, and (ii) any common law or equitable doctrine (including, without
limitation, injunctive relief and tort doctrines such as negligence, nuisance,
trespass and strict liability) that may impose liability or obligations or
injuries or damages due to or threatened as a result of the presence of,
exposure to, or ingestion of, any Hazardous Substance. The term Environmental
Law includes, without limitation, the federal Comprehensive Environmental
Response Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act, the federal Water Pollution Control Act, the federal Clean
Air Act, the federal Clean Water Act, the federal Resources Conservation and
Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to
RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control
Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal
Occupational Safety and Health Act of 1970, the federal National Environmental
Policy Act and the federal Hazardous Materials Transportation Act, each as
amended and as now or hereafter in effect and any similar state or local Law.

                  "Environmental Violation" shall mean (a) any direct or
indirect discharge, disposal, spillage, emission, escape, pumping, pouring,
injection, leaching, release, seepage, filtration or transporting of any
Hazardous Substance at, upon, under, onto or within the Leased Premises, or from
the Leased Premises to the environment, in violation of any Environmental Law or
in excess of any reportable quantity established under any Environmental Law or
which could result in any liability to Landlord, Tenant or Lender, any Federal,
state or local government or any other Person for the costs of any removal or
remedial action or natural resources damage or for bodily injury or property
damage, (b) any deposit, storage, dumping, placement or use of any Hazardous
Substance at, upon, under or within the Leased Premises or which extends to any
Appurtenances in violation of any Environmental Law or in excess of any
reportable quantity established under any Environmental Law or which could
result in any liability to any Federal, state or local government or to any
other Person for the costs of any removal or remedial action or natural
resources damage or for bodily injury or property damage, (c) the abandonment or
discarding of any barrels, containers or other receptacles containing any
Hazardous Substances in violation of any Environmental Laws, (d) any activity,
occurrence or condition which could result in any liability, cost or expense to
Landlord or Lender or any other owner or occupier of the Leased Premises, or
which could result in a creation of a lien on any Related Premises under any
Environmental Law or (e) any violation of or noncompliance with any
Environmental Law.

                  "Equipment" shall mean the Equipment as defined in Paragraph
1.

                  "Event of Default" shall mean an Event of Default as defined
in Paragraph 22(a).

                                       -4-



                  "Exchange" shall mean Exchange as defined in Paragraph 37.

                  "Exchange Premises" shall mean Exchange Premises as defined in
Paragraph 37.

                  "Fair Market Value" of either the Leased Premises or any
Related Premises, as the case may be, and the context may require, shall mean
the higher of (a) the fair market value of the Leased Premises or any Related
Premises, as the case may be, as of the Relevant Date as if unaffected and
unencumbered by this Lease or (b) the fair market value of the Leased Premises
or Related Premises, as the case may be, as of the Relevant Date as affected and
encumbered by this Lease and assuming that the Term has been extended for all
extension periods provided for herein. For all purposes of this Lease, Fair
Market Value shall be determined in accordance with the procedure specified in
Paragraph 29.

                  "Fair Market Value Date" shall mean the date when the Fair
Market Value is determined in accordance with Paragraph 29.

                  "Federal Funds" shall mean federal or other immediately
available funds which at the time of payment are legal tender for the payment of
public and private debts in the United States of America.

                  "Guarantor" shall mean U-Haul International, Inc., a Nevada
corporation.

                  "Guaranty" shall mean the Guaranty and Suretyship Agreement
dated as of the date hereof from Guarantor to Landlord guaranteeing the payment
and performance by Tenant of all of Tenant's obligations under the Lease.

                  "Hazardous Activity" means any activity, process, procedure or
undertaking which directly or indirectly (i) procures, generates or creates any
Hazardous Substance; (ii) causes or results in (or threatens to cause or result
in) the release, seepage, spill, leak, flow, discharge or emission of any
Hazardous Substance into the environment (including the air, ground water,
watercourses or water systems), (iii) involves the containment or storage of any
Hazardous Substance; or (iv) would cause any of the Leased Premises or any
portion thereof to become a hazardous waste treatment, recycling, reclamation,
processing, storage or disposal facility within the meaning of any Environmental
Law.

                  "Hazardous Condition" means any condition which would support
any claim or liability under any Environmental Law, including the presence of
underground storage tanks.

                  "Hazardous Substance" means (i) any substance, material,
product, petroleum, petroleum product, derivative, compound or mixture, mineral
(including asbestos), chemical, gas, medical waste, or other pollutant, in each
case whether naturally occurring, man-made or the by-product of any process,
that is toxic, harmful or hazardous or acutely hazardous to the environment or
public health or safety or (ii) any substance supporting a claim under any
Environmental Law, whether or not defined as hazardous as such under any
Environmental Law. Hazardous Substances include, without limitation, any toxic
or hazardous waste, pollutant, contaminant, industrial waste, petroleum or
petroleum-derived substances or waste, radon,

                                       -5-



radioactive materials, asbestos, asbestos containing materials, urea
formaldehyde foam insulation, lead, polychlorinated biphenyls.

                  "Impositions" shall mean the Impositions as defined in
Paragraph 9(a).

                  "Improvements" shall mean the Improvements as defined in
Paragraph 1.

                  "Indemnitee" shall mean an Indemnitee as defined in Paragraph
15.

                  "Initial Lender" shall mean Bank of America, N.A. and its
successors and/or assigns.

                  "Initial Loan" shall mean that certain Loan made by Initial
Lender to Landlord on the date hereof secured by the Leased Premises.

                  "Initial Loan Agreement" shall mean that certain Loan
Agreement by and between Landlord and Initial Lender, dated as of the
Commencement Date.

                  "Insurance Requirements" shall mean the requirements of all
insurance policies maintained in accordance with this Lease.

                  "Land" shall mean the Land as defined in Paragraph 1.

                  "Law" shall mean any constitution, statute, rule of law, code,
ordinance, order, judgment, decree, injunction, rule, regulation, requirement or
administrative or judicial determination, even if unforeseen or extraordinary,
of every duly constituted governmental authority, court or agency, now or
hereafter enacted or in effect.

                  "Lease" shall mean this Lease Agreement.

                  "Lease Assumption Event" shall mean a Lease Assumption Event
as that term is defined in the Mercury Lease.

                  "Lease Year" shall mean, with respect to the first Lease Year,
the period commencing on the Commencement Date and ending at midnight on the
last day of the twelfth (12th) consecutive calendar month following the month in
which the Commencement Date occurred, and each succeeding twelve (12) month
period during the Term.

                  "Leased Premises" shall mean the Leased Premises as defined in
Paragraph 1.

                  "Legal Requirements" shall mean the requirements of all
present and future Laws (including but not limited to Environmental Laws and
Laws relating to accessibility to, usability by, and discrimination against,
disabled individuals) and all covenants, restrictions and conditions now or
hereafter of record which may be applicable to Tenant or to any of the Leased
Premises or any Related Premises, or to the use, manner of use, occupancy,
possession, operation, maintenance, alteration, repair or restoration of any of
the Leased Premises or any Related Premises, even if compliance therewith
necessitates structural changes or improvements

                                       -6-



or results in interference with the use or enjoyment of any of the Leased
Premises or any Related Premises or requires Tenant to carry insurance other
than as required by this Lease.

                  "Lender" shall mean (a) initially, Initial Lender, and (b)
thereafter, any person or entity (and its respective successors and assigns)
which may, on or after the date hereof, make a Loan to Landlord or be the holder
of a Note.

                  "Letter of Credit" shall mean Letter of Credit as defined in
Paragraph 35.

                  "Limited Remedy Default" shall mean Limited Remedy Default as
defined in Paragraph 23(k).

                  "Loan" shall mean any loan made by one or more Lenders to
Landlord, which loan is secured by a Mortgage and evidenced by a Note.

                  "Loan Documents" shall mean those documents or instruments
evidencing or securing a Loan, including, without limitation, a loan agreement,
Mortgage, Note, Assignment or Subordination non-disturbance and attornment
agreement.

                  "Manager" shall mean U-Haul Self-Storage Management (WPC),
Inc. or any future manager retained to manage the Leased Premises.

                  "Management Agreement" shall collectively mean (i) that
certain Property Management Agreement by and among Mercury and Manager, as
manager, dated as of the date hereof, with respect to each Corresponding Mercury
Premises approved by Landlord and Lender, and (ii) that certain Assignment and
Subordination of Management Agreement by and among Landlord, Mercury and Manager
dated as of the date hereof and any future assignment and subordination of
management agreement as may be required by and in form and substance acceptable
to, Landlord and Lender.

                  "Mercury" shall mean Mercury Partners, LP, a Nevada limited
partnership.

                  "Mercury Guarantor" shall mean Mercury 99, LLC.

                  "Mercury Lease" shall mean that certain Lease Agreement, dated
as of the date hereof, by and between Landlord and Mercury with respect to the
Corresponding Mercury Premises.

                  "Monetary Obligations" shall mean Rent and all other sums
payable by Tenant under this Lease to Landlord, to any third party on behalf of
Landlord or to any Indemnitee.

                  "Mortgage" shall mean any mortgage or deed of trust from
Landlord to a Lender which (a) encumbers any of the Leased Premises, and (b)
secures Landlord's obligation to repay a Loan, as the same may be amended,
supplemented or modified.

                                       -7-



                  "Negative Pledge Agreement" shall mean that certain Negative
Pledge Agreement by and between Landlord, the sole principal of Mercury
Guarantor (the "Principal") and Mercury Guarantor with respect to the ownership
interests of Mercury Guarantor in Mercury Tenant and with respect to the
ownership interests of Principal in Mercury Guarantor.

                  "Net Award" shall mean (a) the entire award payable to
Landlord or Lender by reason of a Condemnation whether pursuant to a judgment or
by agreement or otherwise, or (b) the entire proceeds of any insurance required
under clauses (i), (ii) (to the extent payable to Landlord or Lender), (iv), (v)
or (vi) of Paragraph 16(a), as the case may be, less any expenses incurred by
Landlord and Lender in collecting such award or proceeds.

                  "Note" shall mean any promissory note evidencing Landlord's
obligation to repay a Loan, as the same may be amended, supplemented or
modified.

                  "O & M Plan" shall mean the Operations and Maintenance
Program, if any, established with respect to the monitoring, removal,
remediation, encapsulation or other treatment or handling of asbestos containing
materials present at any Related Premises, prepared by ATC Associates, Inc. and
dated on or about March 2, 2004, as same may be amended, renewed, supplemented
or otherwise modified from time to time.

                  "Partial Casualty" shall mean any Casualty which does not
constitute a Termination Event.

                  "Partial Condemnation" shall mean any Condemnation which does
not constitute a Termination Event.

                  "Permitted Encumbrances" shall mean those covenants,
restrictions, reservations, liens, conditions and easements and other
encumbrances, other than any Mortgage or Assignment, listed or referred to on
Exhibit "C" hereto (but such listing shall not be deemed to revive any such
encumbrances that have expired or terminated or are otherwise invalid or
unenforceable).

                  "Person" shall mean an individual, partnership, association,
corporation or other entity.

                  "Preapproved Sublet" shall mean Preapproved Sublet as defined
in Paragraph 21.

                  "Premises Percentage Allocation" shall mean the percentage
allocated to each Related Premises in Exhibit "F" to this Lease as the same may
be adjusted in accordance with the formula specified in Exhibit "F".

                  "Prepayment Premium" shall mean any payment required to be
made by Landlord to a Lender under a Note or other document evidencing or
securing a Loan (other than payments of principal and/or interest which Landlord
is required to make under a Note or a Mortgage) solely by reason of any
prepayment or defeasance by Landlord of any principal due under a Note or
Mortgage, and which may, without limitation, take the form of (i) a "make whole"
or yield maintenance clause requiring a prepayment premium or (ii) a defeasance

                                       -8-



payment (such defeasance payment to be an amount equal to the positive
difference between (a) the total amount required to defease a Loan and (b) the
outstanding principal balance of the Loan as of the date of such defeasance plus
reasonable Costs of Landlord and Lender); provided that such Prepayment Premium
shall be as set forth in the Initial Loan Agreement while same is in effect,
and, thereafter, consistent with market terms at the time the Note was executed
for loans from Lender (or similar institutional lenders) for similar sized loans
for single user properties of the size and type of the Lease Premises and owned
or operated by a tenant of similar creditworthiness as Tenant hereunder.

                  "Present Value" of any amount shall mean such amount
discounted by a rate per annum which is the lower of (a) the Prime Rate at the
time such present value is determined or (b) six percent (6%) per annum.

                  "Prime Rate" shall mean the interest rate per annum as
published, from time to time, in The Wall Street Journal as the "Prime Rate" in
its column entitled "Money Rate". The Prime Rate may not be the lowest rate of
interest charged by any "large U.S. money center commercial banks" and Landlord
makes no representations or warranties to that effect. In the event The Wall
Street Journal ceases publication or ceases to publish the "Prime Rate" as
described above, the Prime Rate shall be the average per annum discount rate
(the "Discount Rate") on ninety-one (91) day bills ("Treasury Bills") issued
from time to time by the United States Treasury at its most recent auction, plus
three hundred (300) basis points. If no such 91-day Treasury Bills are then
being issued, the Discount Rate shall be the discount rate on Treasury Bills
then being issued for the period of time closest to ninety-one (91) days.

                  "Qualified Manager" shall mean (a) Guarantor or one or more of
its Affiliates (including Tenant or any direct or indirect wholly owned
subsidiary of Guarantor that is a subtenant at the applicable Related Premises),
(b) such other nationally or regionally recognized, reputable and professional
management organization (i) that has (or whose principals or key management
personnel have), together with its Affiliates, not less than five (5) years
experience managing properties of a type, quality and size similar to the Leased
Premises, totaling in the aggregate not less than 3,000,000 square feet and/or
30,000 self-storage units, and (ii) prior to whose employment as manager of the
Leased Premises (A) prior to the occurrence of a Securitization, such employment
shall have been approved by Lender in its reasonable discretion, and (B) after
the occurrence of a Securitization, Lender shall have received written
confirmation from the Rating Agencies that the employment of such manager will
not result in a downgrade, withdrawal or qualification of the initial, or if
higher, then current ratings of the Securities, or (c) if no Loan is
outstanding, a manager that is acceptable to Landlord in Landlord's sole and
absolute discretion and if any Loan is outstanding, a manager that is acceptable
to Landlord and Lender in Landlord and Lender's sole and absolute discretion.

                  "Rating Agencies" shall mean each of Moody's Investors
Services, Inc.("Moody's") and Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. ("S & P"), or any other nationally recognized
statistical rating agency which has been approved by Landlord and/or Lender, as
applicable, provided, however, that notwithstanding the foregoing, so long as
the Initial Loan remains outstanding, the term "Rating Agencies" shall have the
meaning assigned in the Initial Loan Agreement.

                                       -9-



                  "Related Premises" shall mean Related Premises as defined in
Paragraph 1 and as more particularly identified by site location on Exhibit A-2.

                  "Relevant Amount" shall mean the Termination Amount.

                  "Relevant Date" shall mean (a) the date immediately prior to
the date on which the applicable Condemnation Notice is received, in the event
of a Termination Notice under Paragraph 18 which is occasioned by a Taking, (b)
the date immediately prior to the date on which the applicable Casualty occurs,
in the event of a Termination Notice under Paragraph 18 which is occasioned by a
Casualty, or (c) the date when Fair Market Value is redetermined, in the event
of a redetermination of Fair Market Value pursuant to Paragraph 20(c).

                  "Remaining Premises" shall mean the Related Premises which are
not Affected Premises under Paragraph 18 or an Abandonment Premises under
Paragraph 36.

                  "Renewal Term" shall mean Renewal Term as defined in Paragraph
5.

                  "Rent" shall mean, collectively, Basic Rent and Additional
Rent.

                  "Securitization" shall mean the issuance of pass through
mortgage certificates or other commercial mortgage backed securities
("Securities") evidencing a beneficial interest in a rated public offering or
private placement, or such broader definition of such capital terms as may be
established by Lender in connection with a Loan and/or Mortgage.

                  "Security Deposit" shall mean Security Deposit as defined in
Paragraph 35.

                  "Site Assessment" shall mean a Site Assessment as defined in
Paragraph 10(c).

                  "Surviving Obligations" shall mean any obligations of Tenant
under this Lease, actual or contingent, which are either Monetary Obligations
that arise or accrue during the Term of this Lease and remain unsatisfied upon
the Expiration Date or earlier or termination of this Lease or non-monetary
obligations which survive such expiration or termination by their own terms.

                  "Taking" shall mean (a) any taking or damaging of all or a
portion of any of the Leased Premises (i) in or by condemnation or other eminent
domain proceedings pursuant to any Law, general or special, or (ii) by reason of
any agreement with any condemnor in settlement of or under threat of any such
condemnation or other eminent domain proceeding, or (iii) by any other means, or
(b) any de facto condemnation. The Taking shall be considered to have taken
place as of the later of the date actual physical possession is taken by the
condemnor, or the date on which the right to compensation and damages accrues
under the law applicable to the Related Premises.

                  "Term" shall mean the Term as defined in Paragraph 5.

                                      -10-



                  "Termination Amount" shall mean the greater of (a) the sum of
the Fair Market Value of the applicable Related Premises and the applicable
Prepayment Premium which Landlord will be required to pay in prepaying or
defeasing, as applicable, any Loan with proceeds of the Termination Amount or
(b) the sum of the Acquisition Cost for the applicable Related Premises and the
applicable Prepayment Premium which Landlord will be required to pay in
prepaying or defeasing in whole or in part, as applicable, any Loan with
proceeds of the Termination Amount.

                  "Termination Date" shall mean the Termination Date as defined
in Paragraph 18.

                  "Termination Event" shall mean a Termination Event as defined
in Paragraph 18.

                  "Termination Notice" shall mean Termination Notice as defined
in Paragraph 18(a).

                  "Third Party Purchaser" shall mean the Third Party Purchaser
as defined in Paragraph 21 (g).

                  "Threshold Amount" shall mean, (A) with respect to any
individual Related Premises, the lesser of (x) twenty-five (25%) percent of the
allocated Acquisition Cost of the applicable Related Premises as set forth on
Exhibit 'E' hereto, or (y) Five Hundred Thousand ($500,000) Dollars; and (B)
with respect to the Leased Premises collectively, for purposes of determining
whether or not the Threshold Amount has been exceeded with respect to (i) the
costs of remediation of, or other response action for, Environmental Violations
under Paragraph 10(d), (ii) the costs of Alterations under Paragraph 13 (other
than with respect to any Alterations associated with a Casualty or Condemnation
for which a Net Award is available), and (iii) the amounts in controversy with
respect to a Permitted Violations subject to contests under Paragraph 14, the
Threshold Amount shall not in the aggregate exceed, at any given point in time,
the sum of Ten Million Dollars ($10,000,000) under all three categories
collectively.

                  "Voting Stock" means shares of stock of a corporation having
ordinary voting power to elect the board of directors or other managers of such
corporation.

                  "Warranties" shall mean Warranties as defined in Paragraph
3(e).

            3. Title and Condition; Single Lease Transaction.

                  (a) The Leased Premises are demised and let subject to (i) the
rights of any Persons in possession of the Leased Premises, (ii) the existing
state of title of any of the Leased Premises, including any Permitted
Encumbrances, (iii) any state of facts which an accurate survey or physical
inspection of the Leased Premises might show, (iv) all Legal Requirements,
including any existing violation of any thereof (v) the rights of Mercury to any
Common Areas under the Mercury Lease and (vi) the condition of the Leased
Premises as of the commencement of the Term, without representation or warranty
by Landlord.

                                      -11-



                  (b) Tenant acknowledges that the Leased Premises are in good
condition and repair at the inception of this Lease. LANDLORD LEASES AND WILL
LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS WHERE IS AND WITH
ALL FAULTS. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD
HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL
LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR
REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE
OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE
EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD'S TITLE THERETO, (v)
VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix)
CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii)
DURABILITY (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, OR
(xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND
ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT
THE LEASED PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE
LEASED PREMISES HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE
EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE,
WHETHER LATENT OR PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE
BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY
WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED
PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW
OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

                  (c) Tenant represents to Landlord that Tenant has examined the
title to the Leased Premises prior to the execution and delivery of this Lease
and has found the same to be satisfactory for the purposes contemplated hereby.
Tenant acknowledges that (i) fee simple title (both legal and equitable) to the
Leased Premises is in Landlord and that Tenant has only the leasehold right of
possession and use of the Leased Premises, as provided herein, (ii) the
Improvements conform to all material Legal Requirements and all Insurance
Requirements, (iii) all easements necessary or appropriate for the use or
operation of the Leased Premises have been obtained, (iv) all contractors and
subcontractors who have performed work on or supplied materials to the Leased
Premises have been fully paid, and all materials and supplies have been fully
paid for, (v) the Improvements have been fully completed in all material
respects in a workmanlike manner of first class quality, and (vi) all Equipment
necessary or appropriate for the use or operation of the Leased Premises has
been installed and is presently fully operative in all material respects. For
the purposes of this Lease, the inaccuracy of any of the representations or
acknowledgments set forth in this Paragraph 3(c) shall not by itself constitute
the basis of a default by Tenant under this Lease, but Tenant hereby expressly
waives any claim or defense against Landlord with respect to any of the
foregoing matters.

                                      -12-



                  (d) Landlord hereby assigns to Tenant, without recourse or
warranty whatsoever, in conjunction with Landlord, the right to enforce all
assignable warranties, guaranties, indemnities, causes of action and similar
rights (collectively "Warranties") which Landlord may have against any
manufacturer, seller, engineer, contractor or builder in respect of any Related
Premises. Such assignment shall remain in effect until the expiration or earlier
termination of this Lease (unless Tenant or its affiliate or designee acquires
any Related Premises, in which instance such assignment shall become permanent
and irrevocable with respect to such Related Premises), whereupon such
assignment shall cease and all of the Warranties, guaranties, indemnities and
other rights shall automatically revert to Landlord. In confirmation of such
reversion Tenant shall execute and deliver promptly any certificate of other
document reasonably required by Landlord. Landlord shall also retain the right
to enforce any guaranties upon the occurrence of an Event of Default. Tenant
shall use commercially reasonable efforts to enforce any Warranties for any
structural components at any Related Premises, including but not limited to
general construction, concrete, roofs, lifts, and elevators in accordance with
their respective terms.

                  (e) LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL INTENT
TO CREATE, AND THAT THIS LEASE CONSTITUTES, A MASTER LEASE WITH RESPECT TO EACH
AND EVERY PARCEL OF LAND, IMPROVEMENTS INCLUDED IN ANY AND ALL OF THE LEASED
PREMISES (WHEREVER LOCATED), THAT THIS LEASE IS NOT INTENDED AND SHALL NOT BE
CONSTRUED TO BE SEPARATE LEASES AND THAT ALL THE TERMS AND CONDITIONS HEREOF
SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT WITH RESPECT
THERETO.

                  (f) TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL
REPRESENTATIVE (UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE
INSOLVENCY PROCEEDING) EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING
THE PROVISIONS OF PARAGRAPH 18 HEREOF OR ANY OTHER PROVISION IN THIS LEASE TO
THE CONTRARY, IT IS THE EXPRESS INTENT OF LANDLORD AND TENANT TO CREATE, AND
THAT THIS LEASE CONSTITUTES, A SINGLE LEASE WITH RESPECT TO EACH AND EVERY
PARCEL OF LAND, IMPROVEMENTS AND EQUIPMENT INCLUDED IN EACH AND ALL OF THE
RELATED PREMISES (WHEREVER LOCATED) AND SHALL NOT BE (OR BE DEEMED TO BE)
DIVISIBLE OR SEVERABLE INTO SEPARATE LEASES FOR ANY PURPOSE WHATSOEVER, AND
TENANT, ON BEHALF OF ITSELF AND ANY SUCH TRUSTEE OR LEGAL REPRESENTATIVE, HEREBY
WAIVES ANY RIGHT TO CLAIM OR ASSERT A CONTRARY POSITION IN ANY ACTION OR
PROCEEDING; IT BEING FURTHER UNDERSTOOD AND AGREED BY TENANT THAT THE
ALLOCATIONS OF ACQUISITION COST AND PERCENTAGE ALLOCATION OF BASIC RENT AS SET
FORTH ON EXHIBIT "E" AND EXHIBIT "F" HEREOF ARE INCLUDED TO PROVIDE A FORMULA
FOR RENT ADJUSTMENT AND LEASE TERMINATION UNDER CERTAIN CIRCUMSTANCES AND AS AN
ACCOMMODATION TO TENANT. ANY EVENT OF DEFAULT HEREUNDER IN CONNECTION WITH ANY
RELATED PREMISES SHALL BE DEEMED TO BE AN EVENT OF DEFAULT WITH RESPECT TO THE
ENTIRE LEASED PREMISES (WHEREVER LOCATED). THE FOREGOING AGREEMENTS AND WAIVERS
BY TENANT IN THIS PARAGRAPH 3(E) ARE MADE AS A MATERIAL

                                      -13-



INDUCEMENT TO LANDLORD TO ENTER INTO THE TRANSACTION CONTEMPLATED BY THIS LEASE
AND THAT, BUT FOR THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD
NOT CONSUMMATE THIS LEASE TRANSACTION.

            4. Use of Leased Premises; Quiet Enjoyment.

                  (a) Tenant may occupy and use the Leased Premises for
self-storage and vehicle and equipment rental facilities, incidental repairs of
vehicles available or formerly available for rent in connection with Tenant's
business at any Related Premises, sales of fleet trucks in the ordinary course
of Tenant's business, hitch installations, sale of moving and packing supplies,
sale of propane or sale or rental of propane tanks, office use in connection
with Tenant's business and incidental uses related to any of the foregoing,
provided, however, subject to the terms of Paragraph 21, any subtenant may use
the Leased Premises for any lawful purpose (so long as no such subtenant's use
requires a change of use or zoning classification or a zoning variance, or
precludes the return to the primary uses first identified above at any time in
the future). Tenant shall not use or occupy or permit any of the Leased Premises
to be used or occupied, nor do or permit anything to be done in or on any of the
Leased Premises, in a manner which would or might (i) violate any Law, Legal
Requirement or Permitted Encumbrance, (ii) make void or voidable or cause any
insurer to cancel any insurance required by this Lease, or make it difficult or
impossible to obtain any such insurance at commercially reasonable rates, (iii)
make void or voidable, cancel or cause to be cancelled or release any of the
Warranties, (iv) cause structural injury to any of the Improvements or (v)
constitute a public or private nuisance or waste.

                  (b) Subject to the provisions hereof, so long as no Event of
Default has occurred and is continuing, Tenant shall quietly hold, occupy and
enjoy the Leased Premises throughout the Term, without any hindrance, ejection
or molestation by Landlord with respect to matters that arise after the date
hereof, provided that Landlord or its agents may enter upon and examine any of
the Leased Premises at such reasonable times as Landlord may select and upon
reasonable prior written notice to Tenant (except in the case of an emergency
involving the imminent threat of loss of life or serious bodily harm or injury
to persons or any material loss of or damage to property, in which event no
notice shall be required) for the purpose of inspecting the Leased Premises,
verifying compliance or non-compliance by Tenant with its obligations hereunder
and the existence or non-existence of an Event of Default or event which with
the passage of time and/or notice would constitute an Event of Default, showing
the Leased Premises to prospective Lenders and purchasers and taking such other
action with respect to the Leased Premises as is permitted by any provision
hereof.

                  (c) In no event shall any portion of the Leased Premises be
used or occupied or permitted to be used or occupied by Tenant (or any subtenant
or other occupant) without the express prior written consent of Landlord, which
may be granted or withheld in its sole discretion, for any of the following
purposes: (i) any nightclub, bar or discotheque; (ii) any adult bookstore or
video shop, nude or semi-nude or "adult" entertainment establishment or any
lewd, obscene or pornographic purpose; (iii) any store in which a material
portion of the inventory is not available for sale or rental to children under
18 years of age because such inventory explicitly deals with, relates to, or
depicts human sexuality, or in which any of the

                                      -14-



inventory constitutes drug paraphernalia of the kind associated with or sold by
so-called "head shops"; (iv) any dumping, disposing, incineration or reduction
of garbage (exclusive of appropriately screened dumpsters and/or recycling bins
and garbage disposal in the ordinary course of business); (v) any mortuary; (vi)
any fire sale, bankruptcy sale (unless pursuant to a court order) or auction
house operation; (vii) any gas station (provided, however, the sale of propane
or the sale or rental of propane tanks shall be permitted subject to applicable
Laws; (viii) any central laundry or dry cleaning plant or laundromat; (ix) any
automobile, truck, trailer or RV sales (except as expressly permitted in
Paragraph 4(a) above); (x) any "flea market", secondhand, surplus or other
"off-price" or deep discount store (provided that the sale of secondhand goods
at the Related Premises in Key Largo, Florida consistent with practices in
effect as of the date of this Lease shall be permitted to continue); (xi) any
gambling or off-track betting operation, or (xii) any massage parlor or
carnival. Notwithstanding the foregoing, the sale by Tenant (or its Affiliates
or Manager) of items abandoned by self-storage customers or in connection with
any lien sale conducted in accordance with applicable Laws shall not be
prohibited hereby.

                  (d) Tenant covenants and agrees, as a material inducement to
Landlord's agreement to enter into this Lease, that at all times during the
Term, each Related Premises shall be operated by a Qualified Manager pursuant to
a Management Agreement approved by Landlord and Lender. Tenant shall not be
permitted to amend, modify or waive any provision of any approved Management
Agreement without having received the prior written consent of Landlord and
Lender (if applicable), provided Landlord agrees that its consent shall not be
unreasonably withheld, conditioned or delayed with respect to any immaterial
amendment, modification or waiver if Lender's consent is not required for such
modification, amendment or waiver pursuant to any Loan Documents. Any Management
Agreement shall be assigned to Landlord and, while any Loan remains outstanding,
Lender and Tenant covenant and agree to execute (and cause any such Qualified
Manager to execute) such agreements, consents and acknowledgments as may be
requested by Landlord from time to time to evidence the foregoing. Any
Management Agreement and any Qualified Manager's interest thereunder shall be
subordinate to Landlord's fee interest in the Leased Premises, this Lease and
any Mortgage or other security instrument hereafter placed upon the Leased
Premises and to any and all advances made or to be made thereunder, to the
interest thereon, and all renewals, replacements and extensions thereof.
Notwithstanding the foregoing, so long as the Tenant first named herein is the
Tenant under this Lease, the Leased Premises may be self-managed by Tenant or a
subtenant that qualifies as a Qualified Manager pursuant to clause '(a)' of the
definition of Qualified Manager, and such management may be performed without
the need for a Management Agreement.

            5. Term.

                  (a) Subject to the provisions hereof, Tenant shall have and
hold the Leased Premises for 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 twentieth (120th) calendar month next following the date hereof (the
"Expiration Date").

                                      -15-



                  (b) Provided that if, on or prior to the Expiration Date or
any other Renewal Date (as hereinafter defined) this Lease shall not have been
terminated pursuant to any provision hereof, then on the Expiration Date and on
the tenth (10th) anniversary of the Expiration Date (each of the Expiration Date
and such anniversary being referred to herein as a "Renewal Date"), the Term
shall be deemed to have been automatically extended for an additional period of
ten (10) years (each such extension, a "Renewal Term"), unless Tenant shall
notify Landlord in writing at least twelve (12) months prior to the next Renewal
Date (the "Non-Renewal Notice Deadline") that Tenant is terminating this Lease
as of the next Renewal Date, provided, however, Landlord shall deliver written
notice (the "Automatic Renewal Notice") to Tenant of the upcoming automatic
renewal of the Term by hand or registered or certified mail at least fifteen
(15) and not more than thirty (30) days prior to the Non-Renewal Notice
Deadline, and, if such Automatic Renewal Notice is not timely delivered, then,
the Non-Renewal Notice Deadline shall be automatically extended to that date
that is fifteen (15) days after the date Landlord gives the Automatic Renewal
Notice. Any such extension of the Term shall be subject to all of the provisions
of this Lease, as the same may be amended, supplemented or modified (except that
Tenant shall not have the right to any additional Renewal Terms).
Notwithstanding anything to the contrary herein, upon the occurrence of a Lease
Assumption Event, the Term of this Lease shall automatically become co-terminus
with the Term of the Mercury Lease.

                  (c) If Tenant does not exercise its option pursuant to
Paragraph 5(b) to have the Term extended, or at any time that an Event of
Default occurs and is continuing, Landlord shall have the right during the
remainder of the Term then in effect and, in any event, Landlord shall have the
right during the last year of the Term, to (i) advertise the availability of any
of the Leased Premises for sale or reletting and to erect upon any of the Leased
Premises signs indicating such availability and (ii) show any of the Leased
Premises to prospective purchasers or tenants or their agents at such reasonable
times as Landlord may select.

            6. Basic Rent. Tenant shall pay to Landlord, as annual rent for the
Leased Premises during the Term, the amounts determined in accordance with
Exhibit "D" hereto ("Basic Rent") payable in advance for the next following
three calendar months (i.e. the Basic Rent payment due on June 25, 2004 shall
cover the period commencing on July 1, 2004 through and including the last day
of September 2004), commencing on the twenty-fifth day of June, 2004, and
continuing on the same day of each September, December, March and June
thereafter during the Term (each such day being a "Basic Rent Payment Date").
Each such rental payment shall be made in immediately available Federal Funds,
at Landlord's sole discretion, (a) to Landlord at its address set forth above
and/or to such one or more other Persons, at such addresses and in such
proportions as Landlord may direct by not less than fifteen (15) days' prior
written notice to Tenant, and (b) by certified or bank check, or by wire
transfer. Basic Rent for the period commencing on the date of this Lease and
ending on June 30, 2004 shall be paid by Tenant upon the execution and delivery
of this Lease.

            7. Additional Rent.

                  (a) Tenant shall pay and discharge, as additional rent
(collectively, "Additional Rent"):

                                      -16-



                        (i) except as otherwise specifically provided herein,
all costs and expenses of Tenant, Landlord and any other Persons specifically
referenced herein which are incurred in connection or associated with (A) the
ownership, use, non-use, occupancy, monitoring, possession, operation,
condition, design, construction, maintenance, alteration, repair or restoration
of any of the Leased Premises, (B) the performance of any of Tenant's
obligations under this Lease, (C) any sale or other transfer of any of the
Leased Premises to Tenant under this Lease, including costs and expenses
incurred in connection with the payment of a Prepayment Premium, (D) any
Condemnation proceedings, (E) the adjustment, settlement or compromise of any
insurance claims involving or arising from any of the Leased Premises, (F) the
exercise or enforcement by Landlord, its successors and assigns, of any of its
rights under this Lease, (G) any amendment to or modification or termination of
this Lease made at the request of Tenant, (H) Costs of Landlord incurred in
connection with the preparation, negotiation and execution of this Lease, or
incurred in connection with any act undertaken by Landlord (or its counsel) at
the request of Tenant, or incurred in connection with any act of Landlord
performed on behalf of Tenant, (I) the reasonable Costs of Landlord incurred in
connection with any act undertaken by Landlord at the request of Tenant or
Tenant's failure to act promptly in an emergency situation, (J) an
administrative fee of $5,000 (the "Administrative Fee") to defer the internal
costs of Landlord with respect to each applicable Related Premises in connection
with Tenant's exercise of its rights under Paragraphs 36 or 37 hereof, provided
that (x) the total amount of Administrative Fees payable in any Lease Year shall
not exceed $150,000 in the aggregate for the Leased Premises and (y) no
Administrative Fee shall be payable in connection with any exercise by Tenant's
of its rights under Paragraphs 36 or 37 hereof if the Administrative Fee is paid
by Mercury under the Mercury Lease in connection with such transaction, and (L)
any other items specifically required to be paid by Tenant under this Lease;

                        (ii) after the date all or any portion of any
installment of Basic Rent is due and not paid by the applicable Basic Rent
Payment Date, an amount (the "Late Charge") equal to the lesser of (x) $15,000
and (y) five percent (5%) of the amount of such unpaid installment or portion
thereof to reimburse Landlord for its cost and inconvenience incurred as a
result of Tenant's delinquency; provided, however, that with respect to the
first late payment of all or any portion of any installment of Basic Rent in any
Lease Year, the Late Charge shall not be due and payable unless the Basic Rent
has not been paid within five (5) days' following the due date thereof. To the
extent the Tenant has timely deposited funds sufficient to pay Basic Rent then
due hereunder into a lockbox established for the benefit of Landlord and/or
Lender, the failure or delay of the transfer of such funds to Landlord shall not
entitle Landlord to a Late Charge or to declare a default hereunder;

                        (iii) to the extent in excess of amounts collected by
Landlord under item (iv) below, a sum equal to any additional sums (excluding
the repayment of principal under a Loan but including any late charge in excess
of the amount payable under clause (ii) above for that portion of the Basic Rent
paid to the Lender as scheduled installments of principal and interest, default
penalties, interest in excess of amounts payable under clause (iv) below for
that portion of the Basic Rent paid to the Lender as scheduled installments of
principal and interest, and fees of Lender's counsel) which are payable by
Landlord to any Lender under any Note by reason of Tenant's late payment or
non-payment of Basic Rent or by reason of an Event of Default; and

                                      -17-



                        (iv) interest at the rate (the "Default Rate") of four
percent (4%) over the Prime Rate per annum on the following sums until paid in
full: (A) any and all installments of Basic Rent and/or any amounts of
Additional Rent (other than as described in clause (B) herein below) not paid
prior to the expiration of any applicable notice and cure period, (B) all
overdue amounts of Additional Rent relating to obligations which Landlord shall
have paid on behalf of Tenant, from the date of payment thereof by Landlord.

                  (b) Tenant shall pay and discharge (i) any Additional Rent
referred to in Paragraph 7(a)(i) when the same shall become due, provided that
amounts which are billed to Landlord or any third party, but not to Tenant,
shall be paid within thirty (30) days after Landlord's demand for payment
thereof, and (ii) any other Additional Rent, within thirty (30) days after
Landlord's demand for payment thereof.

                  (c) In no event shall amounts payable under Paragraph
7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the maximum amount
permitted by applicable Law.

            8. Net Lease: Non-Terminability.

                  (a) This is a net lease and all Monetary Obligations shall be
paid without notice or demand (except as otherwise expressly provided herein
with respect to any specific Monetary Obligation) and without set-off,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction or defense (collectively, a "Set-Off).

                  (b) This Lease and the rights of Landlord and the obligations
of Tenant hereunder shall not be affected by any event or for any reason or
cause whatsoever foreseen or unforeseen.

                  (c) The obligations of Tenant hereunder shall be separate and
independent covenants and agreements, all Monetary Obligations shall continue to
be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal
thereto), and the obligations of Tenant hereunder shall continue unaffected
unless the requirement to pay or perform the same shall have been terminated
pursuant to an express provision of this Lease. The obligation to pay Rent or
amounts equal thereto shall not be affected by any collection of rents by any
governmental body pursuant to a tax lien or otherwise, even though such
obligation results in a double payment of Rent. All Rent payable by Tenant
hereunder shall constitute "rent" for all purposes (including Section 502(b)(6)
of the Federal Bankruptcy Code).

                  (d) Except as otherwise expressly provided herein, Tenant
shall have no right and hereby waives all rights which it may have under any Law
(i) to quit, terminate or surrender this Lease or any of the Leased Premises, or
(ii) to any Set-Off of any Monetary Obligations.

            9. Payment of Impositions.

                  (a) Tenant shall, before interest or penalties are due
thereon, pay and discharge all taxes (including real and personal property,
franchise, sales, use, gross receipts and rent taxes), all charges for any
easement or agreement maintained for the benefit of any of the Leased Premises,
all assessments and levies, all permit, inspection and license fees, all rents
and

                                      -18-



charges for water, sewer, utility and communication services relating to any of
the Leased Premises, all ground rents and all other public charges whether of a
like or different nature, even if unforeseen or extraordinary, imposed upon or
assessed against (i) Tenant, (ii) Tenant's possessory interest in the Leased
Premises, (iii) any of the Leased Premises, or (iv) Landlord as a result of or
arising in respect of the acquisition, ownership, occupancy, leasing, use or,
possession of any of the Leased Premises, any activity conducted on any of the
Leased Premises, or the Rent (collectively, the "Impositions"); provided, that
nothing herein shall obligate Tenant to pay (A) income, excess profits or other
taxes of Landlord (or Lender) which are determined on the basis of Landlord's
(or Lender's) net income or net worth (unless such taxes are in lieu of or a
substitute for any other tax, assessment or other charge upon or with respect to
the Leased Premises which, if it were in effect, would be payable by Tenant
under the provisions hereof or by the terms of such tax, assessment or other
charge), (B) any estate, inheritance, succession, gift or similar tax imposed on
Landlord, (C) any capital gains tax imposed on Landlord in connection with the
sale of the Leased Premises to any Person or (D) any Costs incurred by Landlord
or any Indemnitee as a result of and to the extent of any Indemnitee's
negligence acts (but not omissions, unless such omissions constitute gross
negligence) or willful misconduct. Landlord shall have the right to require
Tenant to pay, together with scheduled installments of Basic Rent, the amount of
the gross receipts or rent tax, if any, payable with respect to the amount of
such installment of Basic Rent. If any Imposition may be paid in installments
without interest or penalty, Tenant shall have the option to pay such Imposition
in installments; in such event, Tenant shall be liable only for those
installments which accrue or become due and payable during the Term. Tenant
shall prepare and file all tax reports required by governmental authorities
which relate to the Impositions. If at any time during the Term Tenant shall be
paying Taxes directly to the applicable taxing authority (and not by way of a
servicer arranged by a party other than Tenant), then within ten (10) days after
Landlord's request therefor, Tenant shall deliver to Landlord, (x) receipts for
payment of all taxes required to be paid by Tenant hereunder within thirty (30)
days after the due date thereof and (y) receipts for payment of all other
Impositions. Tenant shall, in any event, deliver to Landlord copies of all
settlements and all notices pertaining to the non-payment, late payment or
change in Impositions which may be issued by any governmental authority within
ten (10) days after Tenant's receipt thereof unless such settlement or notice
indicates that a copy of such settlement or notice has been sent directly to
Landlord and/or Lender. Tenant and Landlord agree that they shall each cooperate
with the other with respect to the delivery of such notices and/or requests as
may be required by each applicable local taxing authority in order to cause each
such local taxing authority to send all real estate tax bills and assessments
applicable to the corresponding Related Premises to the Tenant's tax servicer
(which tax servicer shall be the same tax servicer as designated by Mercury
under the Mercury Lease) and to send copies of all such tax bills be sent to
Landlord's tax servicer; provided, however, that the failure of any such taxing
authority to send to any such bills to the Tenant's tax servicer shall not
mitigate any obligation of Tenant to pay such taxes and/or assessments before
delinquency and/or interest or penalties are due thereon.

                  (b) Following the occurrence of an Event of Default, or if
Landlord is required by a Lender, Tenant shall pay to Landlord such amounts
(each an "Escrow Payment") monthly or as required by such Lender (but not more
often than monthly) so that there shall be in an escrow account an amount
sufficient to pay the Escrow Charges (as hereinafter defined) as they become
due. As used herein, "Escrow Charges" shall mean real estate taxes and
assessments on or with respect to the Leased Premises or payments in lieu
thereof and premiums

                                      -19-



on any insurance required by this Lease and any reserves for capital
improvements, replacements, deferred maintenance or repairs required by any
Lender. Landlord shall determine the amount of the Escrow Charges (it being
agreed that if required by a Lender, such amount shall equal any corresponding
escrow installments required to be paid by Landlord) and the amount of each
Escrow Payment. To the extent held by Landlord, the Escrow Payments shall not be
commingled with other funds of Landlord or other Persons. Neither Landlord nor
Lender shall be required to deposit any Escrow Payments into an interest bearing
account, however, in the event any Escrow Payments are deposited into an
interest bearing account, the interest earned thereon shall accrue to the
benefit of Tenant, and, to the extent actually paid to Landlord, shall be paid
over to Tenant. Landlord shall apply the Escrow Payments to the payment of the
Escrow Charges in such order or priority as Landlord shall determine or as
required by law. If at any time the Escrow Payments theretofore paid to Landlord
shall be insufficient for the payment of the Escrow Charges, Tenant, within ten
(10) days after Landlord's demand therefor, shall pay the amount of the
deficiency to Landlord. Notwithstanding the foregoing, Landlord and Tenant agree
that Tenant shall make (or cause to be made) on the Commencement Date payment of
the initial tax and insurance escrow deposit in an amount reasonably determined
on the Commencement Date by Landlord or Lender with respect to the Combined
Property (the "Initial Tax/Insurance Deposit") required by the Initial Lender
for and on behalf of Tenant, and that from and after the date of this Lease,
Tenant shall make (or cause to be made) Escrow Payments (to Landlord, Lender or
a tax service or loan servicer, as directed by Landlord) for real estate taxes
and assessments (or payments in lieu thereof) on or with respect to the Leased
Premises for which Tenant is otherwise responsible under the terms of this
Lease, monthly, in an amount equal to one-twelfth (1/12) of the annual estimated
real estate taxes and assessments and insurance premiums with respect to the
insurance required to be maintained pursuant to Paragraph 16 for the Leased
Premises for the applicable Lease Year (or fiscal tax year, if different), as
reasonably determined by Landlord and confirmed by Lender. Subject to the terms
and conditions of the Loan Documents, Landlord shall direct such tax service or
loan servicer to utilize the Initial Tax/Insurance Deposit and such Escrow
Payments to pay the applicable real estate taxes and assessments and insurance
premiums for each Related Premises as and when such amounts are due and payable.
In addition, Tenant shall make (or cause to be made) on the Commencement Date
payment of the initial replacement escrow deposit in the amount of $400,000 and
so long as the Initial Loan remains outstanding and no Event of Default occurs,
Tenant shall not be required to pay ongoing replacement reserves. Provided that
no Event of Default then exists, any remaining balance of the Escrow Payments
shall be promptly returned to Tenant (or to such other Person as Tenant shall
direct in writing) upon the expiration or earlier termination of the Term or
earlier termination of the requirement to make Escrow Payments. Tenant's
obligation to pay Escrow Payments pursuant to this Paragraph 9(b) shall be
without duplication or any Escrow Payments previously paid by Mercury under the
Mercury Lease with respect to the Leased Premises hereunder for the same period.

            10. Compliance with Laws and Easement Agreements; Environmental
Matters.

                  (a) Tenant shall, at its expense, comply with and conform to,
and cause the Leased Premises and any other Person occupying any part of the
Leased Premises to comply with and conform to all Insurance Requirements, in all
material respects, and Legal Requirements (including all applicable
Environmental Laws). Tenant shall not at any time (i)

                                      -20-



cause, permit or suffer to occur any Environmental Violation or (ii) permit any
sublessee, assignee or other Person occupying the Leased Premises under or
through Tenant to cause, permit or suffer to occur any Environmental Violation
and, at the request of Landlord or Lender, Tenant shall promptly remediate or
undertake any other appropriate response action to correct any existing
Environmental Violation, however immaterial, and (iii) without the prior written
consent of Landlord and Lender, permit any drilling or exploration for or
extraction, removal, or production of any minerals from the surface or the
subsurface of the Land, regardless of the depth thereof or the method of mining
or extraction thereof. Any and all reports prepared for or by Landlord with
respect to the Leased Premises shall be for the sole benefit of Landlord and
Lender and no other Person shall have the right to rely on any such reports;
provided that nothing herein shall be deemed to prevent Tenant from obtaining a
copy thereof, or from requesting the preparer of such reports to separately
address an additional copy of such report or a reliance letter to Tenant.
Landlord agrees that any remediation that Tenant may be required to undertake
during the Term for any Environmental Violation shall be based upon remediation
standards appropriate for commercial facilities or commercial uses under
applicable Environmental Laws; provided, however, that after the expiration of
the Term or the earlier termination of this Lease until the applicable Related
Premises has been either sold or entirely re-let, Landlord shall have the right,
if required by any prospective purchaser or tenant, to require Tenant to
undertake additional remediation to the clean-up level standards applicable to
any uses then permitted under applicable Legal Requirements (including, without
limitation, any zoning ordinances) where the Related Premises is located if such
standards are more stringent than the applicable remediation standards for
commercial facilities.

                  (b) Tenant, at its sole cost and expense, will at all times
promptly and faithfully abide by, discharge and perform all of the covenants,
conditions and agreements contained in any Easement Agreement on the part of
Landlord or the occupier to be kept and performed thereunder. Tenant will not
alter, modify, amend or terminate any Easement Agreement, give any consent or
approval thereunder, or enter into any new Easement Agreement without, in each
case, prior written consent of Landlord. Notwithstanding the foregoing, provided
that no Event of Default shall have occurred and be continuing, Landlord hereby
agrees to consent in each instance to the following actions by the Tenant at the
Tenant's sole cost and expense: (a) the granting of easements, licenses, rights
and privileges in the nature of easements reasonably necessary or desirable for
the use, repair, or maintenance of any Related Premises as herein provided; (b)
the release of existing easements or other rights in the nature of easements
which are for the benefit of any Related Premises (c) the execution of
amendments to any covenants and restrictions affecting any Related Premises;
provided, however, that, in each case, (i) such grant, release, dedication,
transfer or amendment does not materially lessen or impair the value, utility or
remaining useful life of the applicable Related Premises, (ii) such grant,
release, dedication, transfer or amendment that in the Tenant's judgment is
reasonably necessary in connection with the use, maintenance, alteration or
improvement of the applicable Related Premises (iii) such grant, release,
dedication, transfer or amendment will not cause the Related Premises or any
portion thereof to fail to comply with the provision of this Lease and all
applicable Laws (including, without limitation, all applicable zoning, planning,
building and subdivision ordinances, all applicable restrictive covenants and
all applicable architectural approval requirements); (iv) all governmental
consents or approvals required prior to such grant, release, dedication,
transfer, annexation or amendment have been obtained, and all filings required
prior to such action have been made; (v) the Tenant shall remain obligated under
this

                                      -21-



Lease in accordance with its terms, as though such grant, release, dedication,
transfer or amendment had not been affected and (vi) the Tenant shall pay and
perform any obligations of the Landlord under such grant, release, dedication,
transfer or amendment. Landlord shall within fifteen (15) days of written
request by Tenant, execute any consent or instrument reasonably required by
Tenant with respect to any of the documents described in the proceeding
sentence. Tenant shall conform to and comply with each O & M Plan, if any,
applicable to the Leased Premises or any Related Premises.

                  (c) Upon prior written notice from Landlord, Tenant shall
permit such persons as Landlord may designate ("Site Reviewers") to visit the
Leased Premises during normal business hours and in a manner which does not
unreasonably interfere with Tenant's operations and perform, environmental site
investigations and assessments ("Site Assessments") on the Leased Premises in
any of the following circumstances: (i) in connection with any sale, financing
or refinancing of the Leased Premises, (ii) within the six month period prior to
the expiration of the Term, (iii) if required by Lender pursuant to terms of the
Initial Loan Agreement or any other credit facility to which Landlord is bound,
(iv) if an Event of Default exists, or (v) at any other time that, in the
reasonable opinion of Landlord or Lender, a reasonable basis exists to believe
that an Environmental Violation or any condition that could reasonably be
expected to result in any Environmental Violation exists. Such Site Assessments
may include both above and below the ground testing for Environmental Violations
and such other tests as may be necessary, in the opinion of the Site Reviewers,
to conduct the Site Assessments. Tenant shall supply to the Site Reviewers such
historical and operational information within Tenant's possession or control
regarding the Leased Premises as may be reasonably requested by the Site
Reviewers to facilitate the Site Assessments, and shall make available for
meetings with the Site Reviewers appropriate personnel having knowledge of such
matters. The Costs of performing and reporting Site Assessments under clause (i)
(if the sale is to Tenant or any affiliate or designee of Tenant), under clause
(ii) (but only one time), and under clauses (iv) and (v) (if any Environmental
Violation is discovered as a result of such Site Assessment) shall be paid by
Tenant, and in all other instances the cost of performing and reporting Site
Assessments shall be paid by Landlord.

                  (d) If an Environmental Violation occurs or is found to exist
and, in Landlord's reasonable determination (based, in good faith, upon a report
or opinion of an environmental consultant), the cost of remediation of, or other
response action with respect to, the same is likely to exceed the Threshold
Amount, Tenant shall provide to Landlord, within ten (10) days after Landlord's
request therefor, adequate financial assurances that Tenant will effect such
remediation in accordance with applicable Environmental Laws. Such financial
assurances shall be a bond or letter of credit or cash reserve held by Landlord
satisfactory to Landlord and in form and substance and in an amount equal to or
greater than Landlord's reasonable estimate (but such amount shall not exceed
150% of the estimated cost of remediation), based upon a Site Assessment
performed pursuant to Paragraph 10(c), of the anticipated cost of such remedial
action.

                  (e) Notwithstanding anything to the contrary contained herein,
the mere presence of propane and or propane tanks at any Related Premises shall
not constitute an Event of Default hereunder, provided and so long as such
propane and/or tanks are in quantities

                                      -22-



consistent with Tenant business at such Related Premises and are sold,
dispensed, maintained, stored, handled and disposed of in accordance with all
applicable Laws

                  (f) If Tenant fails to comply with any requirement of any
Environmental Law in connection with any Environmental Violation which occurs or
is found to exist, Landlord shall have the right (but no obligation) to take any
and all actions as Landlord shall deem necessary or advisable in order to cure
such Environmental Violation.

                  (g) Tenant shall notify Landlord immediately after becoming
aware of any Environmental Violation (or alleged Environmental Violation) or
noncompliance with any of the covenants contained in this Paragraph 10 and shall
forward to Landlord immediately upon receipt thereof copies of all orders,
reports, notices, permits, applications or other communications relating to any
such violation or noncompliance.

                  (h) All future leases, subleases or concession agreements
relating to the Leased Premises entered into by Tenant shall contain covenants
of the other party thereto which are identical to the covenants contained in
Paragraph 10(a) or shall incorporate such provisions by reference.

                  (i) So long as no Event of Default has occurred and is then
continuing, Tenant shall have the right together with Landlord and Lender, to
negotiate with governmental authorities regarding the extent and methodology of
remediation or cure of any Environmental Violation. Landlord shall, upon the
receipt of a written request from Tenant, execute such documents or instruments
reasonably and customarily required by any applicable governmental authority
with respect to remediation of an Environmental Violation provided the execution
of such documents or instruments could not and will not cause Landlord and/or
Lender to incur any additional liability, cost or expense.

                  (j) Tenant shall comply with the terms and conditions of
Exhibit "H" attached hereto.

            11. Liens; Recording.

                  (a) Tenant shall not, directly or indirectly, create or permit
to be created or to remain and shall promptly discharge or remove any lien, levy
or encumbrance on any of the Leased Premises or on any Rent or any other sums
payable by Tenant under this Lease, other than any Mortgage or Assignment, the
Permitted Encumbrances and any mortgage, lien, encumbrance or other charge
created by or to the extent resulting from any act or omission of any
Indemnitee. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY
LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE
HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER TENANT, AND
THAT NO MECHANICS' OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS
SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF THE LEASED
PREMISES. LANDLORD MAY AT ANY TIME POST ANY NOTICES ON THE LEASED PREMISES
REGARDING SUCH NON-LIABILITY OF LANDLORD.

                                      -23-



                  (b) Landlord and Tenant shall execute, deliver and record,
file or register (collectively, "record") at Tenant's expense a memorandum or
short form instrument of this Lease in such manner and in such places as may be
required or permitted by any present or future Law in order to give record
notice of this Lease.

            12. Maintenance and Repair.

                  (a) Tenant shall at all times maintain each Related Premises
and the Appurtenances in as good repair and appearance as each is in on the date
hereof and fit to be used for their intended use and consistent with the
practices generally recognized as then acceptable by other companies in its
industry and, in any event, as least as good as those observed by the prior
owner or operator of the Leased Premises immediately preceding the date of this
Lease, and, in the case of the Equipment, in as good mechanical condition as it
was on the later of the date hereof or the date of its installation, except for
ordinary wear and tear. Tenant shall take every other action reasonably
necessary or appropriate for the preservation and safety of each Related
Premises. Tenant shall promptly make all Alterations of every kind and nature,
whether foreseen or unforeseen, which may be required to comply with the
foregoing requirements of this Paragraph 12(a). Landlord shall not be required
to make any Alteration, whether foreseen or unforeseen, or to maintain any of
the Related Premises or Appurtenances in any way, and Tenant hereby expressly
waives any right which may be provided for in any Law now or hereafter in effect
to make Alterations at the expense of Landlord or to require Landlord to make
Alterations. Any Alteration made by Tenant pursuant to this Paragraph 12 shall
be made in conformity with the provisions of Paragraph 13.

                  (b) If any Improvement, now or hereafter constructed, shall
(i) encroach upon any setback or any property, street or right-of-way adjoining
any of the Leased Premises, (ii) violate the provisions of any restrictive
covenant affecting any of the Leased Premises, (iii) hinder or obstruct any
easement or right-of-way to which any of the Leased Premises is subject or (iv)
impair the rights of others in, to or under any of the foregoing, Tenant shall,
promptly after receiving notice or otherwise acquiring knowledge thereof, either
(A) obtain from all necessary parties waivers or settlements of all claims,
liabilities and damages resulting from each such encroachment, violation,
hindrance, obstruction or impairment, whether the same shall affect Landlord,
Tenant or both, or (B) take such action as shall be necessary to remove all such
encroachments, hindrances or obstructions and to end all such violations or
impairments, including, if necessary, making Alterations.

            13. Alterations and Improvements.

                  (a) Tenant shall have the right, without having obtained the
prior written consent of Landlord or Lender and provided that no Event of
Default then exists, (i) to make Alterations or a series of related Alterations
that, as to any such Alterations or series of related Alterations, do not cost
in excess of the Threshold Amount with respect to any Related Premises and (ii)
to install Equipment in the Improvements or accessions to the Equipment that, as
to such Equipment or accessions, do not cost in excess of the Threshold Amount,
so long as at the time of construction or installation of any such Equipment or
Alterations no Event of Default exists and the value and utility of the Leased
Premises is not diminished thereby. If the cost of any Alterations, series of
related Alterations, Equipment or accessions thereto is in excess of the

                                      -24-



Threshold Amount, then the prior written approval of Landlord shall be required
in each instance, such approval not to be unreasonably withheld or delayed.
Tenant shall not construct any new buildings, or raise or demolish any then
existing buildings (other than in connection with the restoration of the
applicable Improvements following a casualty or condemnation in accordance with
Paragraphs 17 and 19), upon any Related Premises without the prior written
consent of Landlord which consent may be granted or withheld in its sole
discretion. Landlord shall have the right to require Tenant to remove any
Alterations at the expiration of the Term or earlier termination of this Lease
(A) constructed in violation of the terms of this Lease or (B) in excess of the
Threshold Amount and for which Landlord has not agreed in writing may remain at
the applicable Related Premises prior to or as a part of granting its approval
thereto.

                  (b) If Tenant makes any Alterations pursuant to this Paragraph
13 or as required by Paragraph 12 or 17 (such Alterations and actions being
hereinafter collectively referred to as "Work"), then (i) the market value of
the Leased Premises shall not be lessened by any such Work or its usefulness
impaired, (ii) all such Work shall be performed by Tenant in a good and
workmanlike manner, (iii) all such Work shall be completed diligently and in
compliance with all Legal Requirements, (iv) all such Work shall comply with the
requirements of all insurance policies required to be maintained by Tenant
hereunder, (v) if any such Work involves the replacement of Equipment or parts
thereto, all replacement Equipment or parts shall have a value and useful life
equal to the greater of (A) the value and useful life on the date hereof of the
Equipment being replaced or (B) the value and useful life of the Equipment being
replaced immediately prior to the occurrence of the event which required its
replacement (assuming such replaced Equipment was then in the condition required
by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed
against any of the Leased Premises arising out of such Work, (vii) Tenant shall
procure and pay for all permits and licenses required in connection with any
such Work, (viii) all such Work shall be the property of Landlord and shall be
subject to this Lease, and Tenant shall execute and deliver to Landlord any
document requested by Landlord evidencing the assignment to Landlord of all
estate, right, title and interest (other than the leasehold estate created
hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall
comply, to the extent requested by Landlord or required by this Lease, with the
provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves
restoration of the Leased Premises.

            14. Permitted Contests. Notwithstanding any other provision of this
Lease, Tenant shall not be required to (a) pay any Imposition, (b) comply with
any Legal Requirement, (c) discharge or remove any lien referred to in Paragraph
11 or 13 or (d) take any action with respect to any encroachment, violation,
hindrance, obstruction or impairment referred to in Paragraph 12(b) (such
non-compliance with the terms hereof being hereinafter referred to collectively
as "Permitted Violations") and may dispute or contest the same, so long as at
the time of such non-compliance no Event of Default exists and so long as Tenant
shall contest, in good faith, the existence, amount or validity thereof, the
amount of the damages caused thereby, or the extent of its or Landlord's
liability therefor by appropriate proceedings which shall operate during the
pendency thereof to prevent or stay (i) the collection of, or other realization
upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of
any of the Leased Premises or any Rent to satisfy or to pay any damages caused
by any Permitted Violation, (iii) any interference with the use or occupancy of
any of the Leased Premises, (iv) any interference with the payment of any Rent,
(v) the cancellation or increase in the rate of any insurance policy or a

                                      -25-


statement by the carrier that coverage will be denied or (vi) the enforcement or
execution of any injunction, order or Legal Requirement with respect to the
Permitted Violation. If requested by Landlord with respect to any Permitted
Violation where the amount in controversy is in excess of the Threshold Amount,
Tenant shall provide Landlord security which is satisfactory, in Landlord's
reasonable judgment, to assure that such Permitted Violation is corrected,
including all Costs, interest and penalties that may be incurred or become due
in connection therewith. While any proceedings which comply with the
requirements of this Paragraph 14 are pending and the required security is held
by Landlord, Landlord shall not have the right to correct any Permitted
Violation thereby being contested unless Landlord is required by Law to correct
such Permitted Violation and Tenant's contest does not prevent or stay such
requirement as to Landlord. Each such contest shall be promptly and diligently
prosecuted by Tenant to a final conclusion, except that Tenant, so long as the
conditions of this Paragraph 14 are at all times complied with, has the right to
attempt to settle or compromise such contest through negotiations. Tenant shall
pay any and all losses, judgments, decrees and Costs in connection with any such
contest and shall, promptly after the final determination of such contest, fully
pay and discharge the amounts which shall be levied, assessed, charged or
imposed or be determined to be payable therein or in connection therewith,
together with all penalties, fines, interest and Costs thereof or in connection
therewith, and perform all acts the performance of which shall be ordered or
decreed as a result thereof. No such contest shall subject Landlord to the risk
of any civil or criminal liability.

            15. Indemnification.

                  (a) Tenant shall pay, protect, indemnify, defend, save and
hold harmless Landlord, Lender and all other Persons described in Paragraph 30
(each an "Indemnitee") from and against any and all liabilities, losses, damages
(including punitive damages), penalties, Costs (including attorneys' fees and
costs), causes of action, suits, claims, demands or judgments of any nature
whatsoever, howsoever caused, without regard to the form of action and whether
based on strict liability, gross negligence, negligence or any other theory of
recovery at law or in equity, arising from (i) any matter pertaining to the
acquisition (or the negotiations leading thereto), ownership, leasing, use,
non-use, occupancy, operation, management, condition, design, construction,
maintenance, repair or restoration of any of the Leased Premises or
Appurtenances, (ii) any casualty in any manner arising from any of the Leased
Premises or Appurtenances, whether or not Indemnitee has or should have
knowledge or notice of any defect or condition causing or contributing to said
casualty, (iii) any violation by Tenant of any provision of this Lease, any
contract or agreement to which Tenant is a party (including any Loan Document
executed by Tenant), any Legal Requirement or any Permitted Encumbrance or any
encumbrance consented to by Tenant or (iv) any alleged, threatened or actual
Environmental Violation, including (A) liability for response costs and for
costs of removal and remedial action incurred by the United States Government,
any state or local governmental unit or any other Person, or damages from injury
to or destruction or loss of natural resources, including the reasonable costs
of assessing such injury, destruction or loss, incurred pursuant to Section 107
of CERCLA, or any successor section or act or provision of any similar state or
local Law, (B) liability for costs and expenses of abatement, correction or
cleanup, fines, damages, response costs or penalties which arise from the
provisions of any of the other Environmental Laws and (C) liability for personal
injury or property damage arising under any statutory or common-law tort theory,
including damages assessed for the maintenance of a

                                      -26-



public or private nuisance or for carrying on of a dangerous activity provided
that none of the foregoing indemnification provisions shall apply to the extent
arising from the negligent acts (but not omissions, unless such omissions
constitute gross negligence) or willful misconduct of any Indemnitee (it being
further acknowledged by the parties hereto that any failure or omission on the
part of Landlord to take any action required to be taken by Tenant pursuant to
the terms of this Lease shall not be deemed to constitute negligence on the part
of Landlord).

                  (b) In case any action or proceeding is brought against any
Indemnitee by reason of any such claim, (i) Tenant may, except in the event of a
conflict of interest or a dispute between Tenant and any such Indemnitee or
during the continuance of an Event of Default, retain its own counsel and defend
such action (it being understood that Landlord may employ counsel of its choice
to monitor the defense of any such action, the cost of which shall be paid by
Tenant) and (ii) such Indemnitee shall notify Tenant to resist or defend such
action or proceeding by retaining counsel reasonably satisfactory to such
Indemnitee, and such Indemnitee will cooperate and assist in the defense of such
action or proceeding if reasonably requested to do so by Tenant, In the event of
a conflict of interest or dispute or during the continuance of an Event of
Default, Landlord shall have the right to select counsel, and the reasonable
cost of such counsel shall be paid by Tenant.

                  (c) The obligations of Tenant under this Paragraph 15 shall
survive any termination, expiration or rejection in bankruptcy of this Lease.

THE INDEMNITY SET FORTH IN THIS SECTION 15 SHALL NOT BE IMPAIRED OR AFFECTED BY
ANY NEGLIGENT OMMISSION ON THE PART OF LANDLORD OR ANYONE ACTING BEHALF OF
LANDLORD. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT THIS LEASE INCLUDES
INDEMNIFICATION PROVISIONS WHICH IN CERTAIN CIRCUMSTANCES COULD INCLUDE AN
INDEMNIFICATION BY TENANT OF LANDLORD FROM CLAIMS OR LOSSES ARISING AS A RESULT
OF LANDLORD'S OWN NEGLIGENT OMMISSIONS.

            16. Insurance.

                  (a) Tenant shall maintain or cause to be maintained the
following insurance on or in connection with the Leased Premises:

                        (i) Insurance against risk of physical loss or damage to
the Improvements and Equipment as provided under "Special Form" coverage, and
including customarily excluded perils of hail, windstorm, flood coverage (with
respect to any Related Premises any portion of which is within a 100-year flood
plain), earthquake and, to the extent required by Lender, terrorism (subject to
market availability at the time in question), in amounts no less than the actual
replacement cost of the Improvements and Equipment; provided that, if Tenant's
insurance company is unable or unwilling to include any of all of such excluded
perils, Tenant shall have the option of purchasing coverage against such perils
from another insurer on a "Difference in Conditions" form or through a
stand-alone policy. Such policies shall contain Replacement Cost Endorsements
and no co-insurance endorsements and shall contain deductibles not more than
$25,000 per occurrence, except with respect to (A) earthquake, which shall have
a deductible of not more than higher of $250,000 or 5% of the replacement cost
of the applicable Related Premises and (B) windstorm, which shall have a
deductible of not more than

                                      -27-



the higher of $250,000 or 2% of the replacement cost of the applicable Related
Premises. If any of the Improvements constitute a legal non-conforming structure
under applicable building, zoning or land use laws, such policies shall also
include an ordinance or law coverage endorsement which will contain Coverage A:
"Loss Due to Operation of Law" (with a minimum liability limit equal to
Replacement Cost with a waiver of any co-insurance provisions or an Agreed Value
Endorsement), Coverage B: "Demolition Cost" and Coverage C: "Increased Cost of
Construction" coverages.

                        (ii) Commercial General Liability Insurance (including
but not limited to Incidental Medical Malpractice and Host Liquor Liability),
Umbrella Liability and Non-Owned and Hired Business Automobile Liability
Insurance against claims for personal and bodily injury, death or property
damage occurring on, in or as a result of the use of the Leased Premises, in an
amount not less than $1,000,000 per occurrence and $2,000,000 per
location/annual aggregate with excess liability coverage of $25,000,000 per
occurrence and $50,000,000 general aggregate, on an occurrence based policies,
and all other coverage extensions that are usual and customary for properties of
this size and type provided, however, that the Landlord shall have the right to
require such higher limits as may be reasonable and customary for properties of
this size and type and Customer Goods Liability Insurance in an amount not less
than $500,000 general aggregate.

                        (iii) Worker's compensation insurance covering all
persons employed by Tenant or Manager in connection with any work done on or
about any of the Leased Premises for which claims for death, disease or bodily
injury may be asserted against Landlord, Tenant or any of the Leased Premises
or, in lieu of such Workers' Compensation Insurance, a program of self-insurance
complying with the rules, regulations and requirements of the appropriate agency
of the State or States in which the Leased Premises are located.

                        (iv) Comprehensive Boiler and Machinery Insurance on any
of the Equipment or any other equipment on or in the Leased Premises in an
amount not less than $5,000,000 per accident for damage to property. Either such
Boiler and Machinery policy or the All-Risk policy required in (i) above shall
include at least $3,000,000 per incidence for Off-Premises Service Interruption,
Expediting Expenses, Ammonia Contamination, and Hazardous Materials Clean-up
Expense and may contain a deductible not to exceed $25,000.

                        (v) Business Interruption and Extra Expense Insurance at
limits to cover 100% of losses and/or expenses incurred over the period of
indemnity not less than eighteen (18) months from time of loss including an
extended period of indemnity which provides that after the physical loss to the
Improvements and Equipment has been repaired, the continued loss of income will
be insured until such income either returns to the same level it was at prior to
the loss, or the expiration of six (6) months from the date that such Related
Premises is repaired or replaced and operations are resumed, whichever first
occurs. Such insurance shall name Landlord as loss payee solely with respect to
Rent payable to or for the benefit of the Landlord under this Lease.

                        (vi) During any period in which substantial Alterations
at any Related Premises are being undertaken, builder's risk insurance covering
the total completed value including any "soft costs" with respect to the
Improvements being altered or repaired (on a

                                      -28-



completed value, non-reporting basis), replacement cost of work performed and
equipment, supplies and materials furnished in connection with such construction
or repair of Improvements or Equipment, together with such "soft cost"
endorsements and such other endorsements as Landlord may reasonably require and
general liability, workers' compensation and automobile liability insurance with
respect to the Improvements being constructed, altered or repaired.

                        (vii) Such other insurance (or other terms with respect
to any insurance required pursuant to this Paragraph 16, including without
limitation amounts of coverage, deductibles, form of mortgagee clause) on or in
connection with any of the Leased Premises as Landlord or Lender may reasonably
require.

                  (b) The insurance required by Paragraph 16(a) shall be written
by companies which have a Best's rating of A:X or above and a claims paying
ability rating of A+ (or its equivalent) or better by at least two (2) Rating
Agencies (one of which shall be S&P ) or such other Rating Agencies approved by
Landlord and Lender in their sole discretion and are authorized to write
insurance policies by, the State Insurance Department for the states in which
the Leased Premises are located. Notwithstanding foregoing, an "Umbrella" Policy
issued by Mt. Hawley Insurance Company shall be acceptable to Landlord and
Lender, provided that (i) the ratings assigned to Mt. Hawley Insurance Company
by A.M. Best Company, Inc. do not fall below "A/IX" and (ii) the ratings
assigned to Mt. Hawley Insurance Company by S&P do not fall below "A+". The
insurance policies (i) shall be for such terms as Landlord may reasonably
approve and (ii) shall be in amounts sufficient at all times to satisfy any
coinsurance requirements thereof. The insurance referred to in Paragraphs
16(a)(i), 16(a)(iv) and 16(a)(vi) shall name Landlord as owner and Lender as
loss payee and Tenant as its interest may appear. The insurance referred to in
Paragraph 16(a)(ii) shall name Landlord and Lender as additional insureds, and
the insurance referred to in Paragraph 16(a)(v) shall name Landlord as insured
and Lender and Landlord as loss payee. If said insurance or any part thereof
shall expire, be withdrawn, become void, voidable, unreliable or unsafe for any
reason, including a breach of any condition thereof by Tenant or the failure or
impairment of the capital of any insurer, or if for any other reason whatsoever
said insurance shall become reasonably unsatisfactory to Landlord, Tenant shall
immediately obtain new or additional insurance reasonably satisfactory to
Landlord. Landlord acknowledges that the insurance required to be maintained
pursuant to Paragraph 16(a) shall be carried under a policy or policies insuring
both the Leased Premises demised hereunder and the "Leased Premises" demised
under the Mercury Lease (collectively, the "Combined Property") and the
insurance amounts and deductibles set forth in Paragraph 16(a) reflect the
insurance amounts and deductibles required for the entire Combined Property in
the aggregate, provided, however, that the Business Interruption and Extra
Expense insurance required to be maintained pursuant to Paragraph 16(a)(v),
shall insure the payment of both Rent payable under this Lease and Rent (as that
term is defined in the Mercury Lease) payable under the Mercury Lease.

                  (c) Each insurance policy referred to in clauses (i), (iv),
(v) and (vi) of Paragraph 16(a) shall contain standard non-contributory
mortgagee clauses in favor of and reasonably acceptable to Lender. Each policy
required by any provision of Paragraph 16(a), except clause (iii) thereof, shall
provide that it may not be cancelled substantially modified or allowed to lapse
on any renewal date except after sixty (60) days' prior notice to Landlord and
Lender. Each such policy shall also provide that any loss otherwise payable
thereunder shall be

                                      -29-



payable notwithstanding (i) any act or omission of Landlord or Tenant which
might, absent such provision, result in a forfeiture of all or a part of such
insurance payment, (ii) the occupation or use of any of the Leased Premises for
purposes more hazardous than those permitted by the provisions of such policy,
(iii) any foreclosure or other action or proceeding taken by Lender pursuant to
any provision of the any Loan Documents upon the happening of an event of
default therein or (iv) any change in title to or ownership of any of the Leased
Premises.

                  (d) Tenant shall pay as they become due all premiums for the
insurance required by Paragraph 16(a), shall renew or replace each policy and
deliver to Landlord evidence of the payment of the full premium therefor or
installment then due at least thirty (30) days prior to the expiration date of
such policy, and shall promptly deliver to Landlord all original certificates of
insurance or, if required by Lender, original or certified policies.

                  (e) Anything in this Paragraph 16 to the contrary
notwithstanding, any insurance which Tenant is required to obtain pursuant to
Paragraph 16(a) may be carried under a "blanket" or umbrella policy or policies
covering other properties or liabilities of Tenant, provided that such "blanket"
or umbrella policy or policies otherwise comply with the provisions of this
Paragraph 16 and provided further that Tenant shall provide to Landlord a
Statement of Values which shall be reviewed annually and amended as necessary
based on Replacement Cost Valuations. The original or a certified copy of each
such "blanket" or umbrella policy shall promptly be delivered to Landlord.

                  (f) Tenant shall have the replacement cost and insurable value
of the Improvements and Equipment determined from time to time as required by
the replacement cost endorsement and shall deliver to Landlord the new
replacement cost endorsement or certificate evidencing such endorsement promptly
upon Tenant's receipt thereof.

                  (g) Tenant shall promptly comply with and conform to (i) all
provisions of each insurance policy required by this Paragraph 16 and (ii) all
requirements of the insurers thereunder applicable to Landlord, Tenant or any of
the Leased Premises as to the use, manner of use, occupancy, possession,
operation, maintenance, alteration or repair of any of the Leased Premises, even
if such compliance necessitates Alterations or results in interference with the
use or enjoyment of any of the Leased Premises.

                  (h) Tenant shall not carry separate insurance concurrent in
form or contributing in the event of a Casualty with that required in this
Paragraph 16 unless (i) Landlord and Lender are included therein as named
insureds, with loss payable as provided herein, and (ii) such separate insurance
complies with the other provisions of this Paragraph 16. Tenant shall
immediately notify Landlord of such separate insurance and shall deliver to
Landlord the original policies or certified copies thereof.

                  (i) All policies shall contain effective waivers by the
carrier against all claims for insurance premiums against Landlord and shall
contain full waivers of subrogation against the Landlord.

                  (j) All proceeds of any insurance required under Paragraph
16(a) shall be payable as follows:

                                      -30-



                        (i) Proceeds payable under clauses (ii), (iii) and (iv)
of Paragraph 16(a) and proceeds attributable to the general liability coverage
of Builder's Risk insurance under clause (vi) of Paragraph 16(a) shall be
payable to the Person entitled to receive such proceeds.

                        (ii) Proceeds of insurance required under clause (i) of
Paragraph 16(a) and proceeds attributable to Builder's Risk insurance (other
than its general liability coverage provisions) under clause (vi) of Paragraph
16(a) shall be payable to Landlord or Lender and applied as set forth in
Paragraph 17 or, if applicable, Paragraph 18. Tenant shall apply the Net Award
to restoration of the Leased Premises in accordance with the applicable
provisions of this Lease unless a Termination Event shall have occurred and
Tenant has given a Termination Notice.

                  (k) With respect to the Related Premises located in the State
of New York, the parties intend that the terms of this Paragraph 16 and those of
Paragraphs 17 and 19, constitute an "express agreement to the contrary" under
Section 227 of the New York State Real Property Law.

            17. Casualty and Condemnation.

                  (a) If any Casualty to any of the Related Premises occurs the
insurance proceeds for which are reasonably estimated by Tenant to be equal to
or in excess of the Threshold Amount, Tenant shall give Landlord and Lender
immediate notice thereof. So long as no Event of Default exists Tenant is hereby
authorized to adjust, collect and compromise all claims under any of the
insurance policies required by Paragraph 16(a) (except public liability
insurance claims payable to a Person other than Tenant, Landlord or Lender) and
to execute and deliver on behalf of Landlord all necessary proofs of loss,
receipts, vouchers and releases required by the insurers and Landlord shall have
the right to join with Tenant therein. Any final adjustment, settlement or
compromise of any such claim shall be subject to the prior written approval of
Landlord, and Landlord shall have the right to prosecute or contest, or to
require Tenant to prosecute or contest, any such claim, adjustment, settlement
or compromise. If an Event of Default exists, Tenant shall not be entitled to
adjust, collect or compromise any such claim or to participate with Landlord in
any adjustment, collection and compromise of the Net Award payable in connection
with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such
proofs of loss, receipts, vouchers and releases. Each insurer is hereby
authorized and directed to make payment under said policies, including return of
unearned premiums, directly to Landlord or, if required by any Loan Documents,
to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints
each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft
therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to
Lender if required pursuant to the terms of the Initial Loan Agreement and
pursuant to any other Loan Documents.

                  (b) Tenant, immediately upon receiving a Condemnation Notice,
shall notify Landlord and Lender thereof. So long as no Event of Default exists,
Tenant is authorized to collect, settle and compromise the amount of any Net
Award and Landlord shall have the right to join with Tenant therein. If an Event
of Default exists, Landlord shall be authorized to collect, settle and
compromise the amount of any Net Award and Tenant shall not be entitled to

                                      -31-



participate with Landlord in any Condemnation proceeding or negotiations under
threat thereof or to contest the Condemnation or the amount of the Net Award
therefor. No agreement with any condemnor in settlement or under threat of any
Condemnation shall be made by Tenant without the written consent of Landlord.
Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably
assigns to Landlord any award or payment to which Tenant is or may be entitled
by reason of any Condemnation, whether the same shall be paid or payable for
Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease
shall impair Tenant's right to any award or payment on account of Tenant's trade
fixtures, equipment or other tangible property which is not part of the
Equipment, moving expenses or loss of business, if available, to the extent that
and so long as (i) Tenant shall have the right to make, and does make, a
separate claim therefor against the condemnor and (ii) such claim does not in
any way reduce either the amount of the award otherwise payable to Landlord for
the Condemnation of Landlord's fee interest in the applicable Related Leased
Premises or the amount of the award (if any) otherwise payable for the
Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord
under this Paragraph 17(b) shall also be extended to Lender if required pursuant
to the terms of the Initial Loan Agreement and pursuant to any other Loan
Documents.

                  (c) If any Partial Casualty (whether or not insured against)
or Partial Condemnation shall occur to any Related Premises, this Lease shall
continue, notwithstanding such event, and there shall be no abatement or
reduction of any Monetary Obligations. Promptly after such Partial Casualty or
Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and
diligently continue to restore the applicable Related Premises as nearly as
possible to their value, condition and character immediately prior to such event
(assuming such Related Premises to have been in the condition required by this
Lease). So long as no Event of Default exists, any Net Award up to and including
the Threshold Amount shall be paid by Landlord to Tenant and Tenant shall
restore the applicable Related Premises in accordance with the requirements of
Paragraph 13(b) of this Lease. Any Net Award in excess of the Threshold Amount
shall (unless such Casualty or Condemnation resulting in the Net Award is a
Termination Event) be made available by Landlord (or Lender if the terms of any
Loan Documents so require) to Tenant for the restoration of any of the
applicable Related Premises pursuant to and in accordance with and subject to
the provisions of Paragraph 19 hereof. If any Casualty or Condemnation which is
not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply
with the terms and conditions of Paragraph 18.

            18. Termination Events.

                  (a) If either (i) all of any Related Premises shall be taken
by a Taking or (ii) any substantial portion of any Related Premises shall be
taken by a Taking or all or any substantial portion of any Related Premises
shall be totally damaged or destroyed by a Casualty and, in any such case,
Tenant certifies and covenants to Landlord that it will forever abandon
operations at the Related Premises, (any one or all of the Related Premises
described in the above clauses (i) and (ii) above being hereinafter referred to
as the "Affected Premises" and each of the events described in the above clauses
(i) and (ii) shall hereinafter be referred to as a "Termination Event"), then
(x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days
after Tenant receives a Condemnation Notice and (y) in the case of (ii) above,
Tenant shall have the option, within thirty (30) days after Tenant receives a
Condemnation Notice or thirty (30) days after the Casualty, as the case may be,
to give to Landlord written notice (a

                                      -32-



"Termination Notice") in the form described in Paragraph 18(b) of the Tenant's
election to terminate this Lease as to the Affected Premises. If Tenant elects
under clause (y) above not to give Landlord a Termination Notice, then Tenant
shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and
19.

                  (b) A Termination Notice shall contain (i) notice of Tenant's
intention to terminate this Lease as to the Affected Premises on the first Basic
Rent Payment Date which occurs at least ninety (90) days after the Fair Market
Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of
Tenant to pay the Termination Amount, (iii) if the Termination Event is an event
described in Paragraph 18(a)(ii), the certification and covenant described
therein, and (iv) an original termination notice from Mercury of Mercury's
intention to terminate the Mercury Lease as to the Affected Premises effective
as of the same date as Tenant's notice and containing a binding and irrevocable
offer of Mercury to pay the applicable "Termination Amount" under the Mercury
Lease for the Corresponding Mercury Premises and, if the Termination Event is an
event described in Paragraph 18(a)(ii) of the Mercury Lease, the certification
and covenant described therein; it being agreed by Tenant that no Termination
Notice given by Tenant hereunder shall be of any force or effect unless
accompanied by a simultaneous "Termination Notice" from Mercury with respect to
the Corresponding Mercury Premises. Promptly upon the delivery to Landlord of a
Termination Notice, Landlord and Tenant shall commence to determine Fair Market
Value of the Affected Premises.

                  (c) If Landlord shall reject such offer by Tenant to pay to
Landlord the Termination Amount as to the Affected Premises pursuant to
Paragraph 18(b) above by written notice to Tenant (a "Rejection") which
Rejection shall contain the written consent of Lender to Landlord's rejection of
Tenant's offer to pay the Termination Amount, not later than thirty (30) days
following the Fair Market Value Date, then this Lease shall terminate as to the
Affected Premises on the Termination Date. Upon such termination (i) all
obligations of Tenant hereunder as to the Affected Premises shall terminate
except for any Surviving Obligations, (ii) Tenant shall immediately vacate and
shall have no further right, title or interest in or to any of the Affected
Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding
anything to the contrary hereinabove contained, if Tenant shall have received a
Rejection and, on the date when this Lease would otherwise terminate with
respect to the Affected Premises as provided above, Landlord shall not have
received the full amount of the Net Award payable by reason of the applicable
Termination Event, then the date on which this Lease is to terminate with
respect to the Affected Premises shall be automatically extended to the first
Basic Rent Payment Date after the receipt by Landlord of the full amount of the
Net Award. It is acknowledged and agreed by Landlord that any acceptance or
Rejection of a Termination Notice from Tenant under this Paragraph 18(c) or
18(d) below shall also concurrently contain the same response (i.e. an
acceptance or Rejection, as the case my be) of the "Termination Notice"
delivered by Mercury with respect to the Corresponding Mercury Premises.

                  (d) Unless Tenant shall have received a Rejection not later
than the thirtieth (30th) day following the Fair Market Value Date, Landlord
shall be conclusively presumed to have accepted such offer from Tenant to pay
the Termination Amount. If such offer from Tenant to pay the Termination Amount
is accepted by Landlord then, on the Termination Date, Tenant shall pay to
Landlord the Termination Amount and all Remaining Obligations and,

                                      -33-



if requested by Tenant, Landlord shall convey to Tenant or its designee the
Affected Premises or the remaining portion thereof, if any, all in accordance
with Paragraph 20.

                  (e) In the event of the termination of this Lease as to the
Affected Premises as hereinabove provided, this Lease shall remain in full force
and effect as to the Remaining Premises; provided, that the Basic Rent for the
Remaining Premises to be paid after such termination shall be the Basic Rent
otherwise payable hereunder with respect to the Leased Premises multiplied by a
percentage equal to the sum of the percentages set forth on Exhibit "F" for the
Remaining Premises.

            19. Restoration.

                  (a) If any Net Award is in excess of the Threshold Amount,
Landlord (or Lender if required by any Loan Documents) shall hold the Net Award
in a fund (the "Restoration Fund") and disburse amounts from the Restoration
Fund only in accordance with the following conditions:

                        (i) prior to commencement of restoration, (A) the plans
and specifications and a budget for the restoration shall have been approved by
Landlord, (B) if the Net Award is less than the amount set forth on the full
cost budget for the restoration of the applicable Related Premises (which budget
has been approved by Landlord), Landlord and Lender shall be provided with
mechanics' lien insurance (if available) and acceptable performance and payment
bonds which insure satisfactory completion of and payment for the restoration,
are in an amount and form and have a surety acceptable to Landlord, and name
Landlord and Lender as additional dual obligees, and (C) to the extent permitted
by applicable Law, appropriate waivers of mechanics' and materialmen's liens
shall have been filed or obtained;

                        (ii) at the time of any disbursement, no Event of
Default shall exist and no mechanics' or materialmen's liens shall have been
filed against the applicable Related Premises being restored that remain
undischarged;

                        (iii) disbursements shall be made from time to time in
an amount not exceeding the cost of the work completed since the last
disbursement, upon receipt of (A) satisfactory evidence, including architects'
certificates, of the stage of completion, the estimated total cost of completion
and performance of the work to date in a good and workmanlike manner in
accordance with the contracts, plans and specifications, (B) waivers of liens
with respect to work paid to date, (C) contractors' and subcontractors' sworn
statements as to completed work and the cost thereof for which payment is
requested, (D) a satisfactory bringdown of title insurance and (E) other
evidence of cost and payment so that Landlord and Lender can verify that the
amounts disbursed from time to time are represented by work that is completed,
in place and free and clear of mechanics' and materialmen's lien claims;

                  (iv) each request for disbursement shall be accompanied by a
certificate of Tenant, signed by a duly authorized officer of Tenant, describing
the work for which payment is requested, stating the cost incurred in connection
therewith, stating that Tenant has not previously received payment for such work
and, upon completion of the work, also

                                      -34-



stating that the work has been fully completed and complies with the applicable
requirements of this Lease;

                        (v) Landlord may retain ten percent (10%) of the
Restoration Fund until the restoration is fully completed.

                        (vi) If the Restoration Fund is held by Landlord, the
Restoration Fund shall not be commingled with Landlord's other funds and shall
bear interest (in a money-market or similar type account having appropriate
liquidity) at the then available rate; and

                        (vii) such other reasonable and customary conditions as
Landlord or Lender may impose, so long as such conditions are consistent with
those being required by prudent lenders or investors for similar properties
under similar circumstances.

                  (b) Prior to commencement of restoration and at any time
during restoration, if the estimated cost of completing the restoration work
free and clear of all liens, as determined by Landlord, exceeds the amount of
the Net Award available for such restoration, the amount of such excess shall,
upon demand by Landlord, be paid by Tenant to Landlord to be added to the
Restoration Fund. Any sum so added by Tenant which remains in the Restoration
Fund upon completion of restoration shall be refunded to Tenant. For purposes of
determining the source of funds with respect to the disposition of funds
remaining after the completion of restoration, the Net Award shall be deemed to
be disbursed prior to any amount added by Tenant.

                  (c) If any sum remains in the Restoration Fund after
completion of the restoration and any refund to Tenant pursuant to Paragraph
19(b), such sum shall be paid by Landlord to Tenant.

            20. Procedures Upon Purchase.

                  (a) If the Leased Premises or any of the Related Premises are
purchased by Tenant (or Tenant's designee) pursuant to Paragraphs 18 or 36 of
this Lease, Landlord need not convey any better title thereto than that which
was conveyed to Landlord, and Tenant or its designee shall accept such title,
subject, however, to the Permitted Encumbrances (including the Mercury Lease, if
still in effect) and to all other liens, exceptions and restrictions on, against
or relating to any of the Leased Premises or the applicable Related Premises and
to all applicable Laws, but free of the lien of and security interest created by
any Mortgage or Assignment and liens, exceptions and restrictions on, against or
relating to the Leased Premises or the applicable Related Premises which have
been created by, or permitted or resulted solely from, the acts of Landlord
after the date of this Lease, unless the same are Permitted Encumbrances or were
created with the concurrence of Tenant or as a result of a default by Tenant
under this Lease.

                  (b) Upon the date fixed for any such purchase of the Leased
Premises or any of the Related Premises pursuant to any provision of this Lease
(any such date the "Purchase Date"), Tenant shall pay to Landlord, or to any
Person to whom Landlord directs payment, the Relevant Amount therefor specified
herein, in Federal Funds, less any credit of the Net Award received and retained
by Landlord or a Lender allowed against the Relevant Amount, and Landlord shall
deliver to Tenant (i) a special warranty deed which describes the premises

                                      -35-



being conveyed and conveys the title thereto as provided in Paragraph 20(a),
(ii) such other instruments as shall be necessary or customary transfer to
Tenant or its designee any other property (or rights to any Net Award not yet
received by Landlord or a Lender) then required to be sold by Landlord to Tenant
pursuant to this Lease and (iii) any Net Award received by Landlord, not
credited to Tenant against the Relevant Amount and required to be delivered by
Landlord to Tenant pursuant to this Lease; provided, that if any Monetary
Obligations remain outstanding on such date, then Landlord may deduct from the
Net Award the amount of such Monetary Obligations; and further provided, that if
any event has occurred which, in Landlord's reasonable judgment, is likely to
subject any Indemnitee to any liability which Tenant is required to indemnify
against pursuant to Paragraph 15, then an amount shall be deducted from the Net
Award which, in Landlord's reasonable judgment, is sufficient to satisfy such
liability, which amount shall be deposited in an escrow account with a financial
institution reasonably satisfactory to Landlord and Tenant pending resolution of
such matter. Landlord shall reasonably cooperate (at no additional cost to
Landlord, unless such cost is in connection with the cure of any condition
existing on title caused or permitted by Landlord and which is not permitted
under Paragraph 20(a)), with Tenant and Tenant's title insurance company with
respect to customary closing affidavits and related matters to enable the
purchaser to obtain title in accordance with the terms of Paragraph 20(a). If on
the Purchase Date any Monetary Obligations remain outstanding and no Net Award
is payable to Tenant by Landlord or the amount of such Net Award is less than
the amount of the Monetary Obligations, then Tenant shall pay to Landlord on the
Purchase Date the amount of such Monetary Obligations. Upon the completion of
such purchase, this Lease and all obligations and liabilities of Tenant
hereunder with respect to the applicable Related Premises (but not with respect
to the Remaining Premises) shall terminate, except any Surviving Obligations.

                  (c) If the completion of such purchase shall be delayed after
(i) the Termination Date, in the event of a purchase pursuant to Paragraph 18
or, (ii) the date scheduled for such purchase, in the event of a purchase under
any other provision of this Lease then (x) Rent shall continue to be due and
payable until completion of such purchase and (y) at Landlord's sole option,
Fair Market Value shall be redetermined and the Relevant Amount payable by
Tenant pursuant to the applicable provision of this Lease shall be adjusted to
reflect such redetermination.

                  (d) Any prepaid Monetary Obligations paid to Landlord shall be
prorated as of the Purchase Date, and the prorated unapplied balance shall be
deducted from the Relevant Amount due to Landlord; provided, that no
apportionment of any Impositions shall be made upon any such purchase.

            21. Assignment and Subletting: Prohibition against Leasehold
Financing.

                  (a) Except as otherwise expressly provided to the contrary in
this Paragraph 21, Tenant may not (i) assign this Lease, voluntarily or
involuntarily, whether by operation of law or otherwise (including through any
merger or consolidation) to any Person, or (ii) sublet any of the Leased
Premises at any time to any other Person, without the prior written consent of
Landlord, which consent may be granted or withheld by Landlord for any or no
reason. Any purported sublease or assignment in violation of this Paragraph 21
(including any Affiliate transaction in violation of the provisions of
Paragraphs 21(h) and (i) below) shall be

                                      -36-



null and void. In addition, notwithstanding anything to the contrary contained
in this Paragraph 21, Tenant shall not have the right to assign this Lease
(voluntarily or involuntarily, whether by operation of law or otherwise), or
sublet any of the Leased Premises to any Person (including any Affiliate) at any
time that an Event of Default beyond any applicable notice and cure period shall
have occurred and then be continuing under this Lease.

                  (b) (i) Tenant shall have the right, upon thirty (30) days
prior written notice to Landlord and Lender, to enter into one or more subleases
that demise, in the aggregate, up to 100% of the gross space in each Related
Premises to any Affiliate of Tenant or of an approved Manager of the Leased
Premises and up to but not in excess of forty-nine percent (49%) of the gross
space in each Related Premises to any other Person with no consent or approval
of Landlord being required or necessary (each, a "Preapproved Sublet"). Other
than pursuant to Preapproved Sublets, at no time during the Term shall subleases
exist for more than forty-nine percent (49%) of the gross space in any Related
Premises without the prior written consent of Landlord which consent shall be
granted or withheld based upon the following criteria (the "Review Criteria"):
(A) credit, (B) capital structure, (C) management, (D) operating history, (E)
proposed use of the Leased Premises and (F) risk factors associated with the
proposed use of the Leased Premises by the proposed subtenant, taking into
account factors such as environmental concerns, product liability and the like.
Landlord and Lender shall review such information and shall approve or
disapprove the proposed subtenant in writing no later than the thirtieth (30th)
day following receipt of all such information, and Landlord and Lender shall be
deemed to have acted reasonably in granting or withholding consent if such grant
or disapproval is based on their review of the Review Criteria applying prudent
business judgment.

                        (ii) If Tenant assigns all its rights and interest under
this Lease, the assignee under such assignment shall expressly assume all the
obligations of Tenant hereunder, actual or contingent, including obligations of
Tenant which may have arisen on or prior to the date of such assignment, by a
written instrument delivered to Landlord at the time of such assignment and
shall also provide any certification reasonably required by Landlord related to
the USA Patriot Act. Each sublease of any of the Related Premises shall (A) be
expressly subject and subordinate to this Lease and any Mortgage encumbering the
Leased Premises; (B) not extend beyond the then current Term minus one day; (C)
terminate upon any termination of this Lease, unless Landlord elects in writing,
to cause the sublessee to attorn to and recognize Landlord as the lessor under
such sublease, whereupon such sublease shall continue as a direct lease between
the sublessee and Landlord upon all the terms and conditions of such sublease;
and (D) bind the sublessee to all covenants contained in Paragraphs 4(a), 10 and
12 with respect to subleased premises to the same extent as if the sublessee
were the Tenant and (E) required the sublessee to provide any certification
reasonably required by Landlord related to the USA Patriot Act. No assignment or
sublease shall affect or reduce any of the obligations of Tenant hereunder, and
all such obligations of Tenant shall continue in full force and effect as
obligations of a principal and not as obligations of a guarantor, as if no
assignment or sublease had been made. No assignment or sublease shall impose any
additional obligations on Landlord under this Lease.

                  (c) Tenant shall, within ten (10) days after the execution and
delivery of any assignment or sublease (including a Preapproved Sublet), deliver
a duplicate original copy thereof to Landlord which, in the event of an
assignment, shall be in recordable form. Each

                                      -37-



sublease of any portion of any Related Premises shall (A) be expressly subject
and subordinate to this Lease and any Mortgage encumbering the Leased Premises;
(B) not extend beyond the then current Term (including any exercised or deemed
exercised Renewal Term) minus one day, (C) terminate upon any termination of
this Lease, unless Landlord elects (as its option) in writing to cause the
sublessee to attorn to and recognize Landlord as the lessor under such sublease,
whereupon such sublease shall continue as a direct lease between the sublessee
and Landlord upon all the terms and conditions of such sublease; and (D) bind
the sublessee to all covenants contained in Paragraphs 4(a), 10 and 12 with
respect to subleased premises to the same extent as if the sublessee were the
Tenant.

                  (d) As security for performance of its obligations under this
Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title
and interest of Tenant in and to all subleases now in existence or hereafter
entered into for any or all of the Leased Premises, any and all extensions,
modifications and renewals thereof and all rents, issues and profits therefrom.
Landlord hereby grants to Tenant a license to collect and enjoy all rents and
other sums of money payable under any sublease of any of the Leased Premises,
provided, however, that Landlord shall have the absolute right at any time while
an Event of Default is continuing upon notice to Tenant and any subtenants to
revoke said license and to collect such rents and sums of money and to retain
the same. Any amounts collected shall be applied to Rent payments next due and
owing. With respect to any sublease requiring Landlord's consent pursuant to
this Paragraph 21 or for which Landlord or Lender has granted non-disturbance
rights, Tenant shall not consent to, cause or allow any modification or
alteration of any of the terms, conditions or covenants of any of the subleases
or the termination thereof, without the prior written approval of Landlord which
consent shall not be unreasonably withheld nor shall Tenant accept any rents
more than thirty (30) days in advance of the accrual thereof nor do nor permit
anything to be done, the doing of which, nor omit or refrain from doing
anything, the omission of which, will or could be a breach of or default in the
terms of any of the subleases.

                  (e) Tenant shall not have the power to mortgage, pledge or
otherwise encumber its interest under this Lease or any sublease of any of the
Related Premises, and any such mortgage, pledge or encumbrance made in violation
of this Paragraph 21 shall be void and of no force and effect.

                  (f) Intentionally Omitted.

                  (g) Subject to the provisions of Paragraph 34 hereof, Landlord
may sell or transfer the Leased Premises at any time without Tenant's consent to
any institutional investor or other Person whose principal business is investing
in commercial real estate that is not a Direct Competitor of Tenant or the
initial Manager of the Leased Premises (each a "Third Party Purchaser"). In the
event of any such transfer, Tenant shall attorn to any Third Party Purchaser as
Landlord so long as such Third Party Purchaser and Landlord notify Tenant in
writing of such transfer. At the request of Landlord, Tenant will execute such
documents confirming the agreement referred to above and such other agreements
as Landlord may reasonably request, provided that such agreements do not
increase the liabilities and obligations of Tenant hereunder. As used in this
Paragraph 21(g), the term "Direct Competitor" shall mean Budget Rent A Car
System, Inc., Penske Truck Leasing Co., L.P., Enterprise Rent-A-Car Company and
Ryder System, Inc. Notwithstanding anything to the contrary contained herein,

                                      -38-



the terms of this Paragraph 21(g) shall not apply in the case of any foreclosure
by Lender (or delivery of a deed in lieu of foreclosure), a transfer to any
affiliate of Lender, or the initial sale of the Leased Premises by any Lender
following a foreclosure (or the delivery of a deed in lieu of foreclosure).

                  (h) Tenant shall not, in a single transaction or series of
related transactions, sell or convey, transfer or lease all or substantially all
of its assets (an "Asset Transfer") to any Person, and any such Asset Transfer
shall be deemed an assignment in violation of this Lease; except that, Tenant
shall have the right conduct an Asset Transfer to a Person if the following
conditions are met: (a) the Asset Transfer is to a Person that is approved in
writing by Landlord in Landlord's sole and absolute discretion in accordance
with the provisions of Paragraph 21 (a) of this Lease and (b) this Lease is
assigned to such Person as a part of such Asset Transfer.

                  (i) At no time during the Term shall any Person or "group"
(within the meaning of Section 13(d) or Section 14(d) of the Securities Exchange
Act of 1934, as amended); pursuant to a single transaction or series of related
transaction (i) acquire more than 50% of the Voting Stock, partnership
interests, membership interests or other equitable and/or beneficial interests
of Tenant ("Control") or (ii) obtain the power (whether or not exercised) to
elect a majority of the directors of Tenant or voting control of any partnership
or limited liability company or other entity acting as its general partner or
managing member, unless the purchaser who acquires such voting power shall be
approved in writing by Landlord in Landlord's sole and absolute discretion in
accordance with Paragraph 21 (a) and any such change of Control without such
approval shall be deemed an assignment in violation of this Lease.
Notwithstanding the foregoing provisions, this Paragraph 21(i) shall not apply
to or prohibit any sale of the outstanding capital stock of Guarantor, as parent
of Tenant, by any Person through the "over-the-counter market" or through any
recognized stock exchange, other than by those deemed to be a "control person"
within the meaning of the Securities Exchange Act of 1934 (and any such
permitted sale shall not be deemed an assignment in violation of this Lease).

            22. Events of Default.

                  (a) The occurrence of any one or more of the following (after
expiration of any applicable cure period as provided in Paragraph 22(b)) shall,
at the sole option of Landlord, constitute an "Event of Default" under this
Lease:

                        (i) a failure by Tenant to make any payment of any
Monetary Obligation on or prior to its due date, regardless of the reason for
such failure;

                        (ii) a failure by Tenant duly to perform and observe, or
a violation or breach of, any other provision hereof not otherwise specifically
mentioned in this Paragraph 22(a);

                        (iii) any representation or warranty made by Tenant
herein or in any certificate, demand or request made pursuant hereto now or
hereafter proves to be incorrect, as of the time made, in any material respect;

                                      -39-



                        (iv) a final, non-appealable judgment or judgments for
the payment of money in excess of $5,000,000 in the aggregate shall be rendered
against Tenant and the same shall remain undischarged for a period of ninety
(90) consecutive days;

                        (v) Tenant shall (A) voluntarily be adjudicated a
bankrupt or insolvent, (B) seek or consent to the appointment of a receiver or
trustee for itself or for any of the Related Premises, (C) file a petition
seeking relief under the bankruptcy or other similar laws of the United States,
any state or any jurisdiction, (D) make a general assignment for the benefit of
creditors, or (E) be unable to pay its debts as they mature;

                        (vi) a court shall enter an order, judgment or decree
appointing, without the consent of Tenant, a receiver or trustee for it or for
any of the Related Premises or approving a petition filed against Tenant which
seeks relief under the bankruptcy or other similar laws of the United States,
any state or any jurisdiction, and such order, judgment or decree shall remain
undischarged or unstayed ninety (90) days after it is entered;

                        (vii) any of the Related Premises shall have been (A)
abandoned or (B) vacated for a period in excess of sixty (60) consecutive days
or more than ninety (90) days during any Lease Year, except (1) during any
reasonable period of repair or restoration of the such Related Premises
following a Casualty or Taking, (2) during the course of performing Alterations
to prepare the Leased Premises for occupancy by a permitted subtenant or
assignee pursuant to an executed sublease or assignment agreement, (3) with the
prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed so long as Tenant has established a plan for the
preservation, maintenance and security of the Related Premises (including
confirmation that the insurance required to be carried hereunder by Tenant will
remain in full force and effect notwithstanding Tenant's vacating of the Related
Premises) acceptable to Landlord, or (4) after the delivery of an Abandonment
Notice as to such Related Premises given pursuant to the terms of Paragraph 36
hereof, or the delivery of a certificate relating to an Obsolete Premises given
pursuant to the terms of Paragraph 29 hereof, as to such Obsolete Premises;

                        (viii) Tenant shall be liquidated or dissolved or shall
begin proceedings towards its liquidation or dissolution;

                        (ix) the estate or interest of Tenant in any of the
Related Premises shall be levied upon or attached in any proceeding and such
estate or interest is about to be sold or transferred or such process shall not
be vacated or discharged within ninety (90) days after it is made;

                        (x) a failure by Tenant to perform or observe, or a
violation or breach of, or a misrepresentation by Tenant under, any provision of
any Assignment to which Tenant is a party or any other document between Tenant
and Lender or from Tenant to Lender, if such failure, violation, breach or
misrepresentation gives rise to a default beyond any applicable cure period with
respect to any Loan;

                        (xi) a failure by Tenant to maintain in effect any
license or permit necessary for the use, occupancy or operation of any of the
Related Premises;

                                      -40-



                        (xii) Tenant shall in a single transaction or series of
related transactions sell, convey, transfer or lease all or substantially all of
its assets in violation of the provisions of Paragraph 21; or

                        (xiii) Tenant shall fail to deliver the estoppel
described in Paragraph 25 within the time period specified therein;

                        (xiv) Tenant shall fail to provide, maintain and
replenish, if necessary, the Security Deposit or Earn-Out Deposit in accordance
with the requirements of Paragraph 35;

                        (xv) An event of default beyond any applicable notice
and/or cure period shall exist under the Management Agreement, Dealership
Agreement, the Negative Pledge Agreement, the Non-Compete Agreement or the
Guaranty; or

                        (xvi) Any modification, termination or expiration of the
Assignment and Assumption of Lease Agreement, Management Agreement or Assignment
and Assumption of Dealership Agreement shall occur without the prior written
consent of Landlord and, if required under the terms of this Lease, Lender.

                  (b) No notice or cure period shall be required in any one or
more of the following events: (A) the occurrence of an Event of Default under
clause (i) (except as otherwise set forth below), (iii), (iv), (v), (vi), (vii),
(viii), (ix), (x), (xi), (xii), (xiv) or (xvi) of Paragraph 22(a); (B) the
default consists of a failure to pay Basic Rent, a failure to maintain any
insurance required by Paragraph 16 or an assignment or sublease entered into in
violation of Paragraph 21; or (C) the default is such that any delay in the
exercise of a remedy by Landlord could reasonably be expected to cause
irreparable harm to Landlord. Notwithstanding the foregoing clause (B) above, if
the default consists of the failure to pay any Basic Rent, there shall be a cure
period of three (3) days from the date on which notice is given, but Landlord
shall not be obligated to give notice of, or allow any cure period for, any such
default more than one (1) time within any Lease Year, and if the default
consists of the failure to pay any other Monetary Obligation under clause (i) of
Paragraph 22(a), the applicable cure period shall be ten (10) days from the date
on which notice is given. If the default consists of a default under clause (ii)
of Paragraph 22(a), other than the events specified in clauses (B) and (C) of
the first sentence of this Paragraph 22(b), the applicable cure period shall be
thirty (30) days from the date on which notice is given or, if the default
cannot be cured within such thirty (30) day period and delay in the exercise of
a remedy would not (in Landlord's reasonable judgment) cause any material
adverse harm to Landlord or any of the Leased Premises, the cure period shall be
extended for the period required to cure the default (but such cure period,
including any extension, shall not in the aggregate exceed ninety (90) days
except in the case of any on-going remediation or monitoring of an Environmental
Violation which is being cured in compliance with Paragraph 10, in which case
the applicable cure period shall be extended to the extent such extension is
permitted by Lender), provided that Tenant shall commence to cure the default
within the said thirty (30) day period and shall actively, diligently and in
good faith proceed with and continue the curing of the default until it shall be
fully cured. If the default consists of a default under clause (xiii) of
Paragraph 22(a), the applicable cure period shall be ten (10) days from the date
notice is given. If the default consists of a default under clause (xv) of

                                      -41-



Paragraph 22(a), the applicable cure period shall be three (3) days from the
date notice is given, provided, however, that with respect to a default under
the Management Agreement where the underlying facts and/or circumstances giving
rise to the default under the Management Agreement also gives rise to another
default under Paragraph 22(a) of this Lease, the cure period shall be the
greater of (x) three (3) days from the date notice is given, or (y) the cure
period otherwise given under this Paragraph 22 with respect to such underlying
facts and/or circumstances. Notwithstanding anything to the contrary herein, to
the extent the Tenant has timely deposited funds sufficient to pay Basic Rent
then due hereunder into a lockbox established for the benefit of Landlord and/or
Lender, the failure or delay of the transfer of such funds to Landlord shall not
entitle Landlord to declare a default hereunder.

            23. Remedies and Damages Upon Default.

                  (a) If an Event of Default shall have occurred and is
continuing, Landlord shall have the right, at its sole option, then or at any
time thereafter, to exercise its remedies and to collect damages from Tenant in
accordance with this Paragraph 23, subject in all events to applicable Law,
without demand upon or notice to Tenant except as otherwise provided in
Paragraph 22(b), this Paragraph 23 and except as required by applicable Law.

                        (i) Landlord may give Tenant notice of Landlord's
intention to terminate this Lease on a date specified in such notice. Upon such
date, this Lease, the estate hereby granted and all rights of Tenant hereunder
shall expire and terminate. Upon such termination, Tenant shall immediately
surrender and deliver possession of the Leased Premises to Landlord in
accordance with Paragraph 26. If Tenant does not so surrender and deliver
possession of all of the Leased Premises, Landlord may re-enter and repossess
any of the Leased Premises not surrendered, with legal process, by peaceably
entering any of the Leased Premises and changing locks or by summary
proceedings, ejectment or any other lawful means or procedure. Upon or at any
time after taking possession of any of the Leased Premises, Landlord may, by
legal process, remove any Persons or property therefrom. Landlord shall be under
no liability for or by reason of any such entry, repossession or removal.
Notwithstanding such entry or repossession, Landlord may collect the damages set
forth in Paragraph 23(b)(i) or 23(b)(ii).

                        (ii) Landlord may terminate Tenant's right of possession
(but not this Lease) and may repossess the Leased Premises by any available
legal process without thereby releasing Tenant from any liability hereunder and
without demand or notice of any kind to Tenant and without terminating this
Lease. After repossession of any of the Leased Premises pursuant to clause (i)
above, Landlord shall have the right to relet any of the Leased Premises to such
tenant or tenants, for such term or terms, for such rent, on such conditions and
for such uses as Landlord in its sole discretion may determine, and collect and
receive any rents payable by reason of such reletting. Landlord may make such
Alterations in connection with such reletting as it may deem advisable in its
sole discretion. Notwithstanding any such reletting, Landlord may collect the
damages set forth in Paragraph 23(b)(ii).

                        (iii) Intentionally omitted.

                        (iv) Landlord may declare by notice to Tenant the entire
Basic Rent (in the amount of Basic Rent then in effect) for the remainder of the
then current Term to be

                                      -42-



immediately due and payable. Tenant shall immediately pay to Landlord all such
Basic Rent discounted to its Present Value, all accrued Rent then due and
unpaid, all other Monetary Obligations which are then due and unpaid and all
Monetary Obligations which arise or become due by reason of such Event of
Default (including any Costs of Landlord). Upon receipt by Landlord of all such
accelerated Basic Rent and Monetary Obligations, this Lease shall remain in full
force and effect and Tenant shall have the right to possession of the Leased
Premises from the date of such receipt by Landlord to the end of the Term, and
subject to all the provisions of this Lease, including the obligation to pay all
increases in Basic Rent and all Monetary Obligations that subsequently become
due, except that (A) no Basic Rent which has been prepaid hereunder shall be due
thereafter during the said Term, (B) Tenant shall have no option to extend or
renew the Term and (C) Tenant shall have no further rights under Paragraph 34.
For so long as the Tenant under this Lease is the Tenant first named herein, the
provisions of this Paragraph 23(a)(iv) shall not apply with respect to any Event
of Default that is a Limited Remedy Default, provided, however, that the
provisions of this Paragraph 23(a)(iv) shall be effective against and with
respect to any future Tenant upon any assignment of this Lease, including the
assignment contemplated in the Assignment and Assumption Agreement.

                  (b) Subject to Paragraph 23(k), the following constitute
damages to which Landlord shall be entitled if Landlord exercises its remedies
under Paragraph 23(a)(i) or 23(a)(ii):

                        (i) If Landlord exercises its remedy under Paragraph
23(a)(i) but not its remedy under Paragraph 23(a)(ii) (or attempts to exercise
such remedy and is unsuccessful in reletting the Leased Premises) then, upon
written demand from Landlord, Tenant shall pay to Landlord, as liquidated and
agreed final damages for Tenant's default and in lieu of all current damages
beyond the date of such demand (it being agreed that it would be impracticable
or extremely difficult to fix the actual damages), an amount equal to the
Present Value of the excess, if any, of (A) all Basic Rent from the date of such
demand to the date on which the Term is scheduled to expire hereunder in the
absence of any earlier termination, re-entry or repossession over (B) the then
fair market rental value of the Leased Premises for the same period. Tenant
shall also pay to Landlord all of Landlord's Costs in connection with the
repossession of the Leased Premises and any attempted reletting thereof,
including all brokerage commissions, legal expenses, reasonable attorneys' fees,
employees' expenses, costs of Alterations and expenses and preparation for
reletting.

                        (ii) If Landlord exercises its remedy under Paragraph
23(a)(i) or its remedies under Paragraph 23(a)(i) and 23(a)(ii), then Tenant
shall, until the end of what would have been the Term in the absence of the
termination of the Lease, and whether or not any of the Leased Premises shall
have been relet, be liable to Landlord for, and shall pay to Landlord, as
liquidated and agreed current damages all Monetary Obligations which would be
payable under this Lease by Tenant in the absence of such termination less the
net proceeds, if any, of any reletting pursuant to Paragraph 23(a)(ii), after
deducting from such proceeds all of Landlord's Costs (including the items listed
in the last sentence of Paragraph 23(b)(i) hereof) incurred in connection with
such repossessing and reletting; provided, that if Landlord has not relet the
Leased Premises, such Costs of Landlord shall be considered to be Monetary
Obligations payable by Tenant. Tenant shall be and remain liable for all sums
aforesaid, and Landlord may recover such damages from Tenant and institute and
maintain successive actions

                                      -43-



or legal proceedings against Tenant for the recovery of such damages. Nothing
herein contained shall be deemed to require Landlord to wait to begin such
action or other legal proceedings until the date when the Term would have
expired by its own terms had there been no such Event of Default.

                  (c) Notwithstanding anything to the contrary herein contained,
in lieu of or in addition to any of the foregoing remedies and damages, Landlord
may exercise any remedies and collect any damages available to it at law or in
equity. If Landlord is unable to obtain full satisfaction pursuant to the
exercise of any remedy, it may pursue any other remedy which it has hereunder or
at law or in equity.

                  (d) Landlord shall not be required to mitigate any of its
damages hereunder unless required to by applicable Law. If any Law shall validly
limit the amount of any damages provided for herein to an amount which is less
than the amount agreed to herein, Landlord shall be entitled to the maximum
amount available under such Law.

                  (e) No termination of this Lease, repossession or reletting of
any of the Leased Premises, exercise of any remedy or collection of any damages
pursuant to this Paragraph 23 shall relieve Tenant of any Surviving Obligations.

                  (f) WITH RESPECT TO ANY REMEDY OR PROCEEDING OF LANDLORD OR
TENANT HEREUNDER, TENANT AND LANDLORD HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY,
PROVIDED, HOWEVER, THAT NEITHER LANDLORD NOR TENANT WAIVES ITS RIGHT TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY
EITHER TENANT OR LANDLORD AGAINST THE OTHER IN ANY ACTION FOR PERSONAL INJURY OR
PROPERTY DAMAGE.

                  (g) Upon the occurrence of any Event of Default, Landlord
shall have the right (but no obligation) to perform any act required of Tenant
hereunder and, if performance of such act requires that Landlord enter the
Leased Premises, Landlord may enter the Leased Premises for such purpose.

                  (h) No failure of Landlord (i) to insist at any time upon the
strict performance of any provision of this Lease or (ii) to exercise any
option, right, power or remedy contained in this Lease shall be construed as a
waiver, modification or relinquishment thereof. A receipt by Landlord of any sum
in satisfaction of any Monetary Obligation with knowledge of the breach of any
provision hereof shall not be deemed a waiver of such breach, and no waiver by
Landlord of any provision hereof shall be deemed to have been made unless
expressed in a writing signed by Landlord.

                  (i) Tenant hereby waives and surrenders, for itself and all
those claiming under it, including creditors of all kinds, (i) any right and
privilege which it or any of them may have under any present or future Law to
redeem any of the Leased Premises or to have a continuance of this Lease after
termination of this Lease or of Tenant's right of occupancy or possession
pursuant to any court order or any provision hereof, and (ii) the benefits of
any present or future Law which exempts property from liability for debt or for
distress for rent.

                                      -44-



                  (j) Except as otherwise provided herein, all remedies are
cumulative and concurrent and no remedy is exclusive of any other remedy. Each
remedy may be exercised at any time an Event of Default has occurred and is
continuing and may be exercised from time to time. No remedy shall be exhausted
by any exercise thereof.

                  (k) Notwithstanding anything to the contrary contained herein,
if (i) Landlord has terminated the Mercury Lease and/or dispossessed Mercury of
its occupancy rights to the premises leased under the Mercury Lease as a result
of an Event of Default (as that term is defined in the Mercury Lease) thereunder
(whether or not the Mercury Lease is actually terminated), and (ii) Landlord has
declared an Event of Default under the provisions of Paragraph 22(a)(xv) solely
with respect to a default under the Management Agreement beyond any applicable
notice and cure period and such facts and/or circumstance which constituted such
default under the Management Agreement are not independent defaults under any
other provision of Paragraph 22 of this Lease (a "Limited Remedy Default"), then
Landlord's remedies under this Lease shall be limited to the following: (x)
Landlord shall have the right to terminate this Lease upon not less than five
(5) days written notice to Tenant and, in such event, Tenant agrees that it
shall vacate and surrender the Leased Premises to Landlord in accordance with
the terms of this Lease (as if such date were the scheduled date set forth in
this Lease for the expiration of the Term hereof) on the date Landlord so
specifies in such termination notice (the "Vacate Date"), time being of the
essence, and (y) Tenant shall pay (or Landlord shall be entitled to retain, as
applicable), as agreed damages hereunder, an amount equal to: (A) any and all
reserves deposited (or required to have been deposited) by Tenant with Landlord
or Lender pursuant to Paragraphs 9(b), 10(d) and 14 as of the Vacate Date, (B)
any amounts on deposit (or required to have been deposited, if same require
replenishment) by Tenant pursuant to Paragraph 35 hereof as of the Vacate Date
(provided, however, that the agreed damages payable to Landlord as the result of
a Limited Remedy Default shall not include any portion of the Earn-Out Deposit
actually returned to Landlord on or before the date the Vacate Date and, for
purposes of clarification, the use, control and disbursement of the Earn-out
Deposit shall be governed solely by the provisions of Paragraph 35, (C) all
Basic Rent and Additional Rent (including any arrearages thereof) accruing up to
and including the Vacate Date, and (D) any and all costs and expenses incurred
by Landlord as a result of Tenant's failure to surrender and vacate the Leased
Premises in the condition required by Paragraph 26 of this Lease on the Vacate
Date; provided further, that, in addition to the foregoing, if Tenant shall fail
to so surrender the Leased Premise as of the Vacate Date as required herein,
then Tenant shall pay to Landlord, on a per diem basis, an amount equal to two
and one-half (2.5) times the Basic Rent that would otherwise have been payable
hereunder for the use and occupancy of the Leased Premises for each day after
the Vacate Date that Tenant fails to so surrender the Leased Premises. Landlord
and Tenant acknowledge and agree that (1) each anticipates that, but for the
requirement that Tenant pay the agreed damages set forth in this Paragraph
23(k), the damages otherwise payable by Tenant under this Paragraph 23 would be
substantially higher, and (2) it is difficult to ascertain the actual damages to
Landlord upon the occurrence of the events set forth in clauses "(i)" and "(ii)"
above and that the agreed damages set forth in this Paragraph 23(k) represent a
fair and reasonable estimation of the damages that would be suffered by Landlord
upon such occurrence. Tenant hereby waives the right to assert any claim that,
on the date hereof, such agreed damages are not fair and reasonable or that it
is not difficult to ascertain the actual damages to Landlord upon the occurrence
of the events set forth in clauses "(i)" and "(ii)" above. The provisions of
this Paragraph 23(k) shall only apply to the Tenant first named herein and,

                                      -45-



upon any assignment of this Lease, including the assignment contemplated in the
Assignment and Assumption Agreement, the provisions of this Paragraph 23(k)
shall be of no force or effect and Landlord shall be entitled recover the full
extent of its damages under this Paragraph 23.

            24. Notices. All notices, demands, requests, consents, approvals,
offers, statements and other instruments or communications required or permitted
to be given pursuant to the provisions of this Lease shall be in writing and
shall be deemed to have been given and received for all purposes when delivered
in person or by Federal Express or other reliable 24-hour delivery service or
five (5) business days after being deposited in the United States mail, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party at its address stated on page one of this Lease or
when delivery is refused. Notices sent to Landlord shall be to the attention of
Director, Asset Management, and notices sent to Tenant shall be to the attention
of President and General Counsel. A copy of any notice given by Tenant to
Landlord shall be addressed to the attention of Director, Asset Management and
shall simultaneously be given by Tenant to Reed Smith LLP, One Liberty Place,
Philadelphia, PA 19103, Attention: Chairman, Real Estate Department and, for so
long as the Initial Loan is outstanding, to Bank of America, N.A., Capital
Markets Servicing Group, 555 South Flower Street, 6th Floor, CA9-706-06-42, Los
Angeles, CA 90071, Attention: Servicing Manager with a copy to Thacher Proffitt
& Wood LLP, Two World Financial Center, New York, NY 10281, Attention David S.
Hall, Esq. For the purposes of this Paragraph, any party referenced herein
(including the Initial Lender or any subsequent Lender) may substitute another
address stated above (or substituted by a previous notice), including
substituting Initial Lender for the then current Lender, for its address by
giving fifteen (15) days' notice of the new address to the other party, in the
manner provided above.

            25. Estoppel Certificate. At any time upon not less than ten (10)
days' prior written request by either Landlord or Tenant (the "Requesting
Party") to the other party (the "Responding Party"), the Responding Party shall
deliver to the Requesting Party a statement in writing, executed by an
authorized officer of the Responding Party, certifying (a) that, except as
otherwise specified, this Lease is unmodified and in full force and effect, (b)
the dates to which Basic Rent, Additional Rent and all other Monetary
Obligations have been paid, (c) that, to the knowledge of the signer of such
certificate and except as otherwise specified, no default by either Landlord or
Tenant exists hereunder, (d) such other matters as the Requesting Party may
reasonably request, and (e) if Tenant is the Responding Party that, except as
otherwise specified, there are no proceedings pending or, to the knowledge of
the signer, threatened, against Tenant before or by a court or administrative
agency which, if adversely decided, would materially and adversely affect the
financial condition and operations of Tenant. Any such statements by the
Responding Party may be relied upon by the Requesting Party, any Person whom the
Requesting Party notifies the Responding Party in its request for the
Certificate is an intended recipient or beneficiary of the Certificate, any
Lender or their assignees and by any prospective purchaser or mortgagee of any
of the Leased Premises. Any certificate required under this Paragraph 25 and
delivered by Tenant shall state that, the individual signing the same, has
sufficient familiarity with the facts contained therein and is duly authorized
to execute and deliver same.

            26. Surrender. Upon the expiration or earlier termination of this
Lease, Tenant shall peaceably leave and surrender the Leased Premises or
Affected Premises, if applicable, to Landlord in the same condition in which the
Leased Premises or Affected

                                      -46-



Premises, if applicable, was at the commencement of this Lease, except as
repaired, rebuilt, restored, altered, replaced or added to as permitted or
required by any provision of this Lease, and except for ordinary wear and tear.
Upon such surrender, Tenant shall (a) remove from the Leased Premises or
Affected Premises, if applicable, all property which is owned by Tenant or third
parties other than Landlord and Alterations required to be removed pursuant to
Paragraph 13 hereof and (b) repair any damage caused by such removal. Property
not so removed shall become the property of Landlord, and Landlord may
thereafter cause such property to be removed from the Leased Premises or
Affected Premises, if applicable. The cost of removing and disposing of such
property and repairing any damage to any of the Leased Premises or Affected
Premises, if applicable, caused by such removal shall be paid by Tenant to
Landlord upon demand. Landlord shall not in any manner or to any extent be
obligated to reimburse Tenant for any such property which becomes the property
of Landlord pursuant to this Paragraph 26.

            27. No Merger of Title. There shall be no merger of the leasehold
estate created by this Lease with the fee estate in any of the Leased Premises
by reason of the fact that the same Person may acquire or hold or own, directly
or indirectly, (a) the leasehold estate created hereby or any part thereof or
interest therein and (b) the fee estate in any of the Leased Premises or any
part thereof or interest therein, unless and until all Persons having any
interest in the interests described in (a) and (b) above which are sought to be
merged shall join in a written instrument effecting such merger and shall duly
record the same.

            28. Books and Records.

                  (a) Tenant shall keep adequate records and books of account
with respect to the finances and business of Tenant generally and with respect
to the Leased Premises, in accordance with generally accepted accounting
principles ("GAAP") consistently applied, and shall permit Landlord and Lender
by their respective agents, accountants and attorneys, upon reasonable prior
notice to Tenant, and subject to the provisions of Paragraph 4(b), to visit the
Leased Premises and inspect same and to examine (and make copies of) the records
and books of account of Tenant at Tenant's primary place of business first set
forth herein, and to discuss the finances and business with the officers of
Tenant, at such reasonable times as may be requested by Landlord. Upon the
request of Lender or Landlord (either telephonically or in writing), Tenant
shall provide the requesting party with copies of any information to which such
party would be entitled in the course of a personal visit. Without limiting the
foregoing and in addition thereto, Tenant agrees that, in the event that
Landlord, its parent, or any of its Affiliates, are required, in order to comply
with the terms of any applicable Law, including complying with Landlord's (or
its parent company's) filing requirements under the Securities Act of 1934 or
other similar Laws, to obtain audited financial statements on a per Related
Premises basis, Tenant shall cooperate and cause the Manager to cooperate with
any such audit (including on-site); provided, that any such audit shall be made
at Landlord's sole cost and expense.

                  (b) If at any time during the Term (i) AMERCO, Inc. ceases to
be a publicly traded company and/or its financial reports and statements (e.g.,
10-K and 10-Q reports) are no longer available to Landlord via Edgar or other
online reporting sources without material cost to Landlord, (ii) Tenant is not a
wholly-owned subsidiary of Guarantor, or (iii) Guarantor is not a wholly-owned
subsidiary of AMERCO Inc., then (x) Tenant shall deliver or cause to be

                                      -47-



delivered to Landlord and to Lender within one hundred twenty (120) days of the
close of each fiscal year, annual consolidated audited financial statements of
Tenant prepared by either Sarvas King & Coleman P.C. or such other nationally
recognized independent certified public accountants selected by Tenant and (y)
Tenant shall also furnish to Landlord within seventy-five (75) days after the
end of each of the three remaining quarters unaudited financial statements and
all other quarterly reports of Tenant and the Leased Premises, certified by
Tenant's chief financial officer, and all filings, if any, of Form 10-K, Form
10-Q and other required filings with the Securities and Exchange Commission
pursuant to the provisions of the Securities Exchange Act of 1934, as amended,
or any other Law. All financial statements of Tenant shall be prepared in
accordance with GAAP. In addition to the foregoing, Tenant shall deliver to
Landlord and Lender such monthly and/or quarterly reports and unaudited
financial statements with respect to Guarantor, Tenant and the Leased Premises
as shall be required by Initial Lender pursuant to the Initial Loan Agreement
(and as shall be reasonably required by any subsequent Lender). Notwithstanding
the foregoing, Landlord acknowledges that, with respect to the annual audited
financial statements required hereunder, the Tenant first named herein shall
provide consolidated audited financial statements of AMERCO Inc. (including
Tenant and Guarantor), which annual consolidated audited financials of AMERCO
Inc. shall in all other respects comply with the terms of this Paragraph 28(b).

            29. Determination of Value.

                  (a) Whenever a determination of Fair Market Value is required
pursuant to any provision of this Lease, such Fair Market Value shall be
determined in accordance with the following procedure:

                        (i) Landlord and Tenant shall endeavor to agree upon
such Fair Market Value within thirty (30) days after the date (the "Applicable
Initial Date") on which (A) Tenant provides Landlord with notice of its
intention to terminate this Lease and purchase the Affected Premises pursuant to
Paragraph 18, (B) Landlord provides Tenant with notice of its intention to
redetermine Fair Market Value pursuant to Paragraph 20(c), or (C) Landlord
provides Tenant with notice of Landlord's intention to require Tenant to make an
offer to purchase the Leased Premises pursuant to Paragraph 23(a)(iii). Upon
reaching such agreement, the parties shall execute an agreement setting forth
the amount of such Fair Market Value. Each and every Fair Market Value
determination hereunder shall, unless otherwise expressly agreed to in writing
by the parties at the time in question, be a Fair Market Value determination of
the entire Related Premises or Leased Premises, as applicable, including the
Corresponding Mercury Premises.

                        (ii) If the parties shall not have signed such agreement
within thirty (30) days after the Applicable Initial Date, Tenant shall within
fifty (50) days after the Applicable Initial Date select an appraiser and notify
Landlord in writing of the name, address and qualifications of such appraiser.
Within twenty (20) days following Landlord's receipt of Tenant's notice of the
appraiser selected by Tenant, Landlord shall select an appraiser and notify
Tenant of the name, address and qualifications of such appraiser. Such two
appraisers shall endeavor to agree upon Fair Market Value based on a written
appraisal made by each of them as of the Relevant Date (and given to Landlord by
Tenant). If such two appraisers shall agree upon

                                      -48-



a Fair Market Value, the amount of such Fair Market Value as so agreed shall be
binding and conclusive upon Landlord and Tenant.

                        (iii) If such two appraisers shall be unable to agree
upon a Fair Market Value within twenty (20) days after the selection of an
appraiser by Landlord, then such appraisers shall advise Landlord and Tenant of
their respective determination of Fair Market Value and shall select a third
appraiser to make the determination of Fair Market Value. The selection of the
third appraiser shall be binding and conclusive upon Landlord and Tenant.

                        (iv) If such two appraisers shall be unable to agree
upon the designation of a third appraiser within ten (10) days after the
expiration of the twenty (20) day period referred to in clause (iii) above, or
if such third appraiser does not make a determination of Fair Market Value
within twenty (20) days after his selection, then such third appraiser or a
substituted third appraiser, as applicable, shall, at the request of either
party hereto (with respect to the other party), be appointed by the President or
Chairman of the American Arbitration Association in New York, New York. The
determination of Fair Market Value made by the third appraiser appointed
pursuant hereto shall be made within twenty (20) days after such appointment.

                        (v) If a third appraiser is selected, Fair Market Value
shall be the average of the determination of Fair Market Value made by the third
appraiser and the determination of Fair Market Value made by the appraiser
(selected pursuant to Paragraph 29(a)(ii) hereof) whose determination of Fair
Market Value is nearest to that of the third appraiser. Such average shall be
binding and conclusive upon Landlord and Tenant.

                        (vi) All appraisers selected or appointed pursuant to
this Paragraph 29(a) shall (A) be independent qualified MAI appraisers (B) have
no right, power or authority to alter or modify the provisions of this Lease,
(C) utilize the definition of Fair Market Value hereinabove set forth above, and
(D) be registered in the State where the applicable Related Premises is located
if such State provides for or requires such registration.

                        (vii) The Cost of the procedure described in this
Paragraph 29(a) above shall be borne as follows: Tenant shall pay the cost of
the appraiser selected by Tenant and Landlord shall pay the Cost of the
appraiser selected by Landlord and all other Costs, including the Cost of the
third appraiser, shall be split equally between Landlord and Tenant.

                  (b)   If, by virtue of any delay, Fair Market Value is not
determined by the expiration or termination of the then current Term, then the
date on which the Term would otherwise expire or terminate shall be extended
with respect to the Leased Premises or the Affected Premises, as applicable, to
the date specified for termination in the particular provision of this Lease
pursuant to which the determination of Fair Market Value is being made.

                  (c)   In determining Fair Market Value as defined in clause
(b) of the definition of Fair Market Value, the appraisers shall add (a) the
present value of the Rent for the remaining Term, assuming the Term has been
extended for all extension periods provided herein (with assumed increases in
the CPI to be determined by the appraisers) using a discount rate (which may be
determined by an investment banker retained by each appraiser) based on the

                                      -49-



creditworthiness of Tenant and (b) the present value of the Leased Premises or
applicable Related Premises as of the end of such Term (having assumed the Term
has been extended for all extension periods provided herein). The appraisers
shall further assume that no default then exists under the Lease, and that
Tenant has complied (and will comply) with all provisions of the Lease.

            30. Non-Recourse as to Landlord. Anything contained herein to the
contrary notwithstanding, any claim based on or in respect of any liability of
Landlord under this Lease shall be limited to actual damages and shall be
enforced only against the Leased Premises and the Landlord's interest therein
(including the proceeds thereof) and not against any other assets, properties or
funds of (a) Landlord, (b) any director, member, officer, general partner,
limited partner, employee or agent of Landlord, or any general partner of
Landlord, any of its general partners or shareholders (or any legal
representative, heir, estate, successor or assign of any thereof), (c) any
predecessor or successor partnership or corporation (or other entity) of
Landlord, or any of its general partners, either directly or through Landlord or
its general partners or any predecessor or successor partnership or corporation
or their shareholders, officers, directors, employees or agents (or other
entity), or (d) any other Person (including Carey Property Advisors, Carey
Fiduciary Advisors, Inc., W. P. Carey & Co., LLC, Carey Management LLC, and any
Person affiliated with any of the foregoing, or any director, officer, employee
or agent of any thereof).

            31. Financing.

                  (a) Tenant agrees to pay, upon demand, all reasonable costs
and expenses incurred by Landlord in connection with the purchase, leasing and
initial financing of the Leased Premises including, without limitation, the cost
of appraisals, property condition reports, environmental reports, title
insurance premiums and charges (including endorsements), zoning reports, UCC
searches, surveys, transfer taxes and recording fees, and legal fees and
expenses of Landlord's and Lender's counsel. Tenant shall not be responsible for
payment of any costs or expenses incurred by Landlord in connection with any
refinancing of the Leased Premises following the Initial Loan.

                  (b) Tenant agrees to pay, within ten (10) business days of
written demand thereof, any cost, charge or expense (other than the principal of
the Note and interest thereon at the contract rate of interest specified
therein) imposed upon Landlord by Lender pursuant to Loan Documents which are
caused by a default by Tenant hereunder and which are not otherwise reimbursed
by Tenant to Landlord pursuant to any other provision of this Lease.

                  (c) If Landlord desires to obtain or refinance any Loan,
Tenant shall negotiate in good faith with Landlord concerning any request made
by any Lender or proposed Lender for changes or modifications in this Lease. In
particular, Tenant shall agree, upon request of Landlord, to supply any such
Lender with such notices and information as Tenant is required to give to
Landlord hereunder and to consent to such financing if such consent is requested
by such Lender. Tenant shall execute any such changes or modification to this
Lease and all other documents that such Lender reasonably requires in connection
with such financing, including any subordination, non-disturbance and attornment
agreement, so long as the same do not increase any Monetary Obligations, or
materially adversely affect any other right, benefit or

                                      -50-



privilege of Tenant under this Lease or materially increase Tenant's other
obligations under this Lease. Such subordination, nondisturbance and attornment
agreement may require Tenant to confirm that (i) Lender and its assigns will not
be liable for any misrepresentation, act or omission of Landlord and (ii) Lender
and its assigns will not be subject to any counterclaim, demand or offsets which
Tenant may have against Landlord, provided that neither of the confirmations in
the preceding clauses (i) or (ii) shall limit any claim or demand for which
Landlord is otherwise liable. In addition, Landlord agrees that, if Landlord
obtains a Loan (the "New Loan") that replaces the Initial Loan prior to the
tenth (10th) anniversary of the Commencement Date, then, until the tenth (10th)
anniversary of the Commencement Date (A) Landlord shall not require Tenant to
pay Escrow Charges that are in excess of the Escrow Charges required by the
Initial Lender to the extent that such increase was required by a new Lender in
exchange for Landlord obtaining a reduction in interest rate under such New
Loan, (B) Tenant shall not be required to pay any portion of a Prepayment
Premium that is in excess of the Prepayment Premium that would have otherwise
have been payable under the Initial Loan if such increased Prepayment Premium
was required by a new Lender in exchange for Landlord obtaining a reduction in
interest rate under such New Loan, and (C) Landlord shall not require Tenant to
pay Escrow Charges to such new Lender that are not customary in the market-place
at the time the New Loan is obtained.

            32. Subordination, Non-Disturbance and Attornment.

                  (a) This Lease and Tenant's interest hereunder shall be
subordinate to any Mortgage or other security instrument hereafter placed upon
the Leased Premises by Landlord, and to any and all advances made or to be made
thereunder, to the interest thereon, and all renewals, replacements and
extensions thereof, provided that any such Mortgage or other security instrument
(or a separate instrument in recordable form duly executed by the holder of any
such Mortgage or other security instrument and delivered to Tenant) shall
provide for the recognition of this Lease and all Tenant's rights hereunder.

                  (b) Landlord agrees that, upon the request of any Person that
shall be providing senior secured financing to Tenant, or a purchase money
equipment financier or equipment lessor of Tenant, Landlord shall negotiate in
good faith for the purpose of executing and delivering a commercially reasonable
waiver of Landlord's statutory lien rights, if any, and a consent and agreement
with respect to the respective rights of Landlord and such Person regarding the
security interests in, and the timing and removal of, any inventory, equipment
or other collateral in which such Person has a secured interest (the
"Collateral"), in form and substance reasonably acceptable to Landlord and such
Person, so long as such waiver and agreement (i) provides for the
indemnification of Landlord against any claims by Tenant or any Person claiming
through Tenant, and against any physical damage caused to the any Related
Premises, in connection with the removal of any of the Collateral by such
Person, (ii) expressly excludes any claim by such Person to any right, title or
interest in or to any of the Equipment as defined in this Lease, (iii) provides
for a reasonable, but limited, time frame for the removal of such Collateral by
such Person after the expiration of which same shall be deemed abandoned, and
(iv) provides for the per diem payment of Basic Rent due hereunder by such
Person for each day after the fifth (5th) business day following the date of the
expiration or termination of this Lease that Landlord permits such Person's
Collateral to remain in any Related Premises.

                                      -51-



            33. Tax Treatment; Reporting. Landlord and Tenant each acknowledge
that it is the intent of each party to treat this transaction as a true lease
for state law purposes and, accordingly, each party shall report this
transaction as a Lease for Federal income tax purposes. For federal income tax
purposes each shall report this Lease as a true lease with Landlord as the owner
of the Leased Premises and Equipment and Tenant as the lessee of such Leased
Premises and Equipment including without limitation: (i) treating Landlord as
the owner of the property eligible to claim depreciation deductions under
Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with
respect to the Leased Premises and Equipment, (ii) Tenant reporting its Rent
payments as rent expense under Section 162 of the Code, and (iii) Landlord
reporting the Rent payments as rental income. For the avoidance of doubt,
nothing in this Lease shall be deemed to constitute a guaranty, warranty or
representation by either Landlord or Tenant as to the actual treatment of this
transaction for state law purposes and for federal law purposes.

            34. Intentionally omitted.

            35. Security Deposit; Payment of Earn-out Deposit.

                  (a) Concurrently with the execution of this Lease Tenant shall
deliver or cause to be delivered to Landlord two security deposits, one in the
amount of Five Million and xx/100 ($5,000,000.00) Dollars (the "Security
Deposit"). The Security Deposit shall be in the form of either cash (a "Cash
Security Deposit") or an irrevocable letter of credit (the "Letter of Credit")
and issued by a bank (or bank subsidiary or other financial institution issuing
the Letter of Credit) reasonably acceptable to Landlord and having a long-term
unsecured debt rating of not less than "AA" from Standard & Poor's Corporation
and otherwise in form and substance satisfactory to Landlord. The Security
Deposit shall remain in full force and effect during the Term as security for
the payment by Tenant of the Rent and all other charges or payments to be paid
hereunder and the performance of the covenants and obligations contained herein,
and if the Security Deposit is in the form of a Letter of Credit, same shall be
renewed at least thirty (30) days prior to any expiration thereof (and may be in
the form of a one year automatically renewable or "evergreen" letter of credit).
If Tenant fails to timely renew any Letter of Credit, time being of the essence,
Landlord shall have the right at any time after the thirtieth (30th) day before
such expiration date to draw on such Letter of Credit and to deposit the
proceeds of such Letter of Credit as a cash security deposit in any account for
the benefit of Landlord or to declare an Event of Default. The Cash Security
Deposit shall not be commingled with other funds of Landlord and shall be
deposited in an interest bearing account in a bank selected by Landlord.
Provided that an Event of Default has not occurred and is not then continuing,
any interest earned on such Cash Security Deposit shall be paid to Tenant
annually, less any administrative fee that Landlord is required to pay in
connection with the maintenance or servicing of such account, which annual
administrative fee shall not exceed one (1%) percent of the amount of such Cash
Security Deposit. Provided that no Event of Default has occurred and is then
continuing, Tenant shall have the right at anytime during the Term, upon not
less than thirty (30) days prior written notice to Landlord, to tender a Letter
of Credit to Landlord meeting the requirements of this Paragraph 35 in
substitution of a Cash Security Deposit.

                  (b) Guarantor and AREC Real Estate Company (Guarantor and AREC
Real Estate Company, collectively, the "Sellers"), each Affiliates of Tenant,
have represented to Landlord that, based upon certain assumptions disclosed to
Landlord, they project that the Net

                                      -52-



Operating Income for the Combined Property will meet the Earn-Out Test (as
defined herein) by the third (3rd) anniversary of the Commencement Date and
Landlord has relied on such projections in connection with its purchase of the
Leased Premises and entering into this Lease and the Mercury Lease. As a
material inducement to Landlord purchasing the Combined Property and entering
into this Lease and the Mercury Lease, the Sellers and Landlord have agreed to
hold back the amount of Twenty-three Million Two Hundred Fifty Thousand and
xx/100 ($23,250,000.00) Dollars (the "Earn-Out Deposit") from the purchase price
for the Combined Property. The Earn-Out Deposit is not a security deposit and
neither Tenant nor the Sellers have any right to be paid the Earn-Out Deposit
except as expressly set forth in this Paragraph 35. The Earn-Out Deposit shall
be in the form of either cash (a "Cash Earn-Out Deposit") or a Letter of Credit.
Subject to the terms of Paragraph 35(c), the Earn-Out Deposit shall remain as
funds of and held by Landlord during the Term. If the Earn-Out Deposit is in the
form of a Letter of Credit, same shall be renewed at least thirty (30) days
prior to any expiration thereof (and may be in the form of a one year
automatically renewable or "evergreen" letter of credit). If Tenant fails to
timely renew any Letter of Credit, time being of the essence, Landlord shall
have the right at any time after the thirtieth (30th) day before such expiration
date to draw on such Letter of Credit and to deposit the proceeds of such Letter
of Credit as cash in any account for the benefit of Landlord or to declare an
Event of Default. The Cash Earn-Out Deposit shall not be commingled with other
funds of Landlord and shall be deposited in an interest bearing account in a
bank selected by Landlord. Provided that an Event of Default has not occurred
and is not then continuing, any interest earned on such Earn-Out Deposit shall
be paid to Tenant annually, less any administrative fee that Landlord is
required to pay in connection with the maintenance or servicing of such account,
which annual administrative fee shall not exceed one (1%) percent of the amount
of such Cash Earn-Out Deposit. Provided that no Event of Default has occurred
and is then continuing, Tenant shall have the right at anytime during the Term,
upon not less than thirty (30) days prior written notice to Landlord, to tender
a Letter of Credit to Landlord meeting the requirements of this Paragraph 35 in
substitution of a Cash Earn-Out Deposit.

                  (c) Notwithstanding anything to the contrary set forth herein,
(i) provided that no Event of Default has occurred and is continuing, Tenant (as
an Affiliate of Sellers) shall be paid, within three (3) business days of
request, the Earn-Out Deposit if, and only if, the following conditions are met:
(A) Landlord has actually received, in-hand, cash payment of the Earn-Out
Deposit from Lender pursuant to the terms of the Initial Loan Agreement (from
the "Required DSCR Reserve Funds", as such term is defined in the Initial Loan
Agreement), and (B) the Combined Properties have achieved and maintained for the
twelve (12) month period immediately preceding Tenant's request Net Operating
Income with respect to the Combined Properties equaling or exceeding One Hundred
Fifteen (115%) Percent of the sum of the Basic Rent then payable under this
Lease and the Basic Rent payable under the Mercury Lease ((A) and (B)
collectively, the "Earn-Out Test"), and (ii) if a Limited Remedy Default has
occurred and Landlord has exercised its remedies pursuant to Paragraph 23(k) of
this Lease, then Landlord shall pay to Tenant any portion of the Earn-Out
Deposit actually received by Landlord on or before the Vacate Date. Tenant
acknowledges that the Earn-Out Deposit and the Security Deposit shall be
initially held by the Initial Lender pursuant to the terms of the Initial Loan
Agreement as "Required DSCR Reserve Funds" and Tenant consents thereto and
agrees that any application of the Required DSCR Reserve Funds toward the
payment of any sums payable by Landlord to Lender pursuant to the Initial Loan
Agreement shall not be deemed to be a return of

                                      -53-



the Required DSCR Reserve Funds to Landlord. As used in this Paragraph 35(c),
the following terms shall have the following meanings:

      NET OPERATING INCOME" shall mean, with respect to any period of time, the
amount obtained by subtracting Operating Expenses from Operating Income.

      "OPERATING EXPENSES" shall mean, with respect to any period of time, the
sum of, with respect to the operation of the Combined Property, the total of all
expenses actually paid or payable, computed on a cash basis, of whatever kind
relating to the operation, maintenance and management of the Combined Property,
including without limitation, utilities, ordinary repairs and maintenance,
Insurance Premiums, license fees, taxes and Other Charges, advertising expenses,
payroll and related taxes, computer processing charges, management fees equal to
the greater of 4% of the storage income and the management fees actually paid
under the Management Agreement, operational equipment or other lease payments,
but specifically excluding depreciation and amortization, income taxes, debt
service, operating lease payments, any incentive fees due under the Management
Agreement, any item of expense that in accordance with GAAP should be
capitalized, any item of expense that would otherwise be covered by the
provisions hereof but which is paid by any Tenant under such Tenant's Lease or
other agreement. All capitalized terms used in this definition of the term
Operating Expenses and not defined herein shall have their respective meanings
set forth in the Initial Loan Agreement.

      "OPERATING INCOME" shall mean, with respect to any period of time, with
respect to the operation of the Combined Property, all income, computed on a
cash basis, derived from the operation of the Combined Property from whatever
source, including, but not limited to, Rents, utility charges, escalations,
forfeited security deposits, interest on credit accounts, service fees or
charges, license fees, parking fees, rent concessions or credits, and other
required pass-throughs but excluding sales, use and occupancy or other taxes on
receipts required to be accounted for by Tenant to any Governmental Authority,
refunds and uncollectible accounts, sales of furniture, fixtures and equipment,
interest income from any source, Insurance Proceeds (other than business
interruption or other loss of income insurance), Awards, percentage rents,
unforfeited security deposits, utility and other similar deposits, income from
tenants not paying rent, income from tenants in bankruptcy, non-recurring or
extraordinary income, including, without limitation, proceeds from the sale real
property, lease termination payments. All capitalized terms used in this
definition of the term Operating Income and not defined herein shall have their
respective meanings set forth in the Initial Loan Agreement.

                  (d) If at any time an Event of Default shall have occurred and
be continuing, Landlord shall be entitled, at its sole discretion, to draw on
any Letter of Credit or to withdraw the Cash Security Deposit or the Cash
Earn-Out Deposit from the above-described account and to apply the proceeds of
either or both of the Cash Security Deposit or the Cash Earn-Out Deposit (in any
order or priority that Landlord may select in its sole and absolute discretion)
in payment of (i) any Rent or other charges for the payment of which Tenant
shall be in default, (ii) any expense incurred by Landlord in curing any default
of Tenant, and/or (iii) any other sums due to Landlord in connection with any
default or the curing thereof, including, without limitation, any damages
incurred by Landlord by reason of such default, including any rights of Landlord
under Paragraph 23 or to do any combination of the foregoing, all in such

                                      -54-



order or priority as Landlord shall so determine in its sole discretion and
Tenant acknowledges and agrees that such proceeds shall not constitute assets or
funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but
shall be, for all purposes, the property of Landlord (or Lender, to the extent
assigned). Tenant further acknowledges and agrees that (1) Landlord's
application of the proceeds of any Letter of Credit, Cash Security Deposit or
Cash Earn-Out Deposit towards the payment of Basic Rent, Additional Rent or the
reduction of any damages due Landlord in accordance with Paragraph 23 of this
Lease, constitutes a fair and reasonable use of such proceeds, and (2) the
application of such proceeds by Landlord towards the payment of Basic Rent,
Additional Rent or any other sums due under this Lease shall not constitute a
cure by Tenant of the applicable default provided that an Event of Default shall
not exist if Tenant restores the Security Deposit and/or the Earn-Out Deposit,
as applicable to their or its full amount within ten (10) days and in accordance
with the requirements of this Paragraph 35, so that the required amount of the
Security Deposit and Earn-Out Deposit shall be again on deposit with Landlord.

                  (e) Subject to the provisions of Paragraph 35 (c) and (d)
above, at the expiration of the Term and so long as no Event of Default then
exists, the Letter of Credit, any remaining Cash Security Deposit, and the
Earn-Out Deposit, as the case may be, shall be returned to Tenant.

                  (f) Landlord shall have the right to designate Lender or any
other holder of a Mortgage as the beneficiary of any Letter of Credit during the
term of the applicable Loan, and such Lender or other holder of a Mortgage shall
have all of the rights of Landlord under this Paragraph 35. In addition,
Landlord shall have the right to deposit with Lender any Cash Security Deposit
and/or Cash Earn-Out Deposit during the term of the applicable Loan, and such
Lender or other holder of a Mortgage shall have all of the rights of Landlord
under this Paragraph 35. Tenant covenants and agrees to execute such agreements,
consents and acknowledgments as may be requested by Landlord from time to time
to change the holder of the Security Deposit and/or Earn-Out Deposit as
hereinabove provided.

            36. Economic Abandonment.

                  (a) In addition to the termination rights set forth in
Paragraph 18 and 37, provided that an Event of Default does not then exist,
Tenant shall have the right, at any time except during the REMIC Prohibition
Period (as that term is defined in the Initial Loan Agreement) and except during
any period after the tenth 10th anniversary of the Commencement Date when
Landlord is prohibited from prepaying or defeasing any Mortgage then encumbering
the Leased Premises, to terminate this Lease with respect to any Related
Premises (any such Related Premises, an "Abandonment Premises") that shall have
become uneconomic for Tenant's continued use and occupancy in its business
operations. In the event Tenant elects to exercise such right, Tenant shall give
notice (the "Abandonment Notice") to Landlord (with a copy to Lender) of its
intention so to terminate this Lease as to the Abandonment Premises, no later
than six (6) months prior to the date (the "Abandonment Date") of such intended
termination, which notice shall specify the Abandonment Date and shall contain
(i) an irrevocable offer of Tenant to terminate this Lease as to the Abandonment
Premises on the Abandonment Date for the Abandonment Offer Amount and (ii) a
certificate of Tenant (A) stating that the Abandonment Premises are no longer
economic for Tenant's continued use and occupancy in its business

                                      -55-



operations, (B) specifying in reasonable detail the reasons therefor and (C)
certifying that Tenant then intends forever to abandon its operations at the
Abandonment Premises, which certificate shall be conclusively binding upon
Landlord and Tenant. Notwithstanding the foregoing, Tenant acknowledges and
agrees that no Abandonment Notice given by Tenant hereunder shall be valid or of
any force or effect, and Tenant shall have no right to so terminate this Lease
with respect to any Related Premises, unless Landlord shall have concurrently
received an "Abandonment Notice" (as such term is defined in the Mercury Lease),
from Mercury with respect to the Corresponding Mercury Premises meeting the
terms, provisions and requirements of Paragraph 36 of the Mercury Lease, and
such notice provides for the simultaneous abandonment of the entire Related
Premises by Tenant and Mercury.

                  (b) Tenant may exercise its rights under this Paragraph with
respect to one or more Related Premises the allocated Acquisition Cost of which
do not, in the aggregate, represent more than twenty (20%) percent of the total
Acquisition Cost for the entire Leased Premises as set forth on Exhibit "E"
hereto.

                  (c) The "Abandonment Offer Amount" as used herein shall mean
the sum of (x) the Acquisition Cost of the Abandonment Premises and (y) the
applicable Prepayment Premium which Landlord will have to pay in prepayment of
any Loan with proceeds of the Abandonment Offer Amount.

                  (d) Landlord shall accept or reject such offer by notice to
Tenant given not later than ninety (90) days prior to the Abandonment Date. If
Landlord shall reject such offer, which rejection shall not be valid unless
accompanied by the written consent of Lender thereto, then upon (i) payment of
all Rent and any other sums due and unpaid hereunder as of the Abandonment Date
and (ii) compliance by Tenant with all other obligations and liabilities under
this Lease which have arisen on or prior to the Abandonment Date, this Lease
shall terminate as to the Abandonment Premises on the Abandonment Date and
Tenant shall immediately vacate and have no further right, title or interest in
or to any of the Abandonment Premises. It is acknowledged and agreed by Landlord
that any acceptance or rejection of an Abandonment Offer Amount from Tenant
under this Paragraph 36(d) shall also concurrently contain the same response
(i.e. an acceptance or rejection, as the case my be) of the Abandonment Offer
Amount by Mercury with respect to the Corresponding Mercury Premises.

                  (e) After the Abandonment Date, whether or not Landlord shall
have accepted or rejected Tenant's offer, the terms of this Lease will remain in
full force and effect with respect to the remaining Related Premises except that
the Basic Rent will be that percentage of the then Basic Rent which is allocated
to the remaining Related Premises as set forth on Exhibit "F" attached hereto
and made a part hereof.

                  (f) Unless Landlord shall have rejected such offer by the
foregoing notice to Tenant not later than the ninetieth (90th) day prior to the
Abandonment Date, Landlord shall be conclusively presumed to have accepted such
offer. If such offer is accepted by Landlord, Tenant shall pay to Landlord the
Abandonment Offer Amount on the Abandonment Date and, provided an Event of
Default does not then exist hereunder, at the request of Tenant, Landlord shall
convey to Tenant the Abandonment Premises in accordance with the provisions of
Paragraph 20.

                                      -56-

      37.   Substitution and Exchange of Premises.

            (a) In addition to the termination rights set forth in Paragraph 18
and Paragraph 36 hereof, so long as no Event of Default then exists, Tenant
shall have the right, with respect to not more than any fifteen (15) Related
Premises during the initial Term, and not more than any eight (8) Related
Premises during any Renewal Term that are no longer economic or otherwise
suitable for Tenant's continued use and occupancy in its business operations,
(any such Related Premises, an "Obsolete Premises"), to substitute the Obsolete
Premises for one or more properties the use of which is substantially similar to
the use of the Obsolete Premises and the Fair Market Value of which
(collectively, if more than one property is exchanged for an Obsolete Premises)
is equal to or greater than the Fair Market Value of the Obsolete Premises (the
"Exchange Premises") and lease the Exchange Premises back from Landlord in
exchange for the conveyance to Tenant of such Obsolete Premises and the
termination of the Lease with respect to such Obsolete Premises (the
"Exchange"). In the event that Tenant elects to exercise such right, Tenant
shall deliver to Landlord a certificate of Tenant stating that the Obsolete
Premises are no longer economic or suitable for Tenant's continued use and
occupancy in its business operations, specifying in reasonable detail the
reasons therefore, and further certifying that Tenant intends to abandon its
operations at the Obsolete Premises. Notwithstanding the foregoing, Tenant
acknowledges and agrees that, so long as the Mercury Lease remains in effect,
Tenant shall not have the right to Exchange any Obsolete Premises for an
Exchange Premises, unless such proposed Exchange part of a concurrent Exchange
and termination by Mercury of the Corresponding Related Premises in accordance
with Paragraph 37 of the Mercury Lease and the Exchange Premises has a use which
is substantially similar to the use of the Obsolete Premises.

            (b) Tenant acknowledges and agrees that in addition to the
requirements of Landlord as set forth in this Paragraph 37, Tenant's right to
effect an Exchange is subject to and conditioned upon compliance with all
requirements of any Lender as may be in effect from time to time, and that it
has received and reviewed the Exchange requirements set forth in Section 2.8 of
the Initial Loan Agreement. Subject to the terms of this Paragraph 37 and at no
cost to Landlord, Landlord agrees that it shall reasonably cooperate with Tenant
in connection with an Exchange and shall execute such other documents as may be
required in order to permit Tenant to effectuate an Exchange, including, without
limitation, documents required by Initial Lender pursuant to Section 2.8 of the
Initial Loan Agreement.

            (c) From and after the date of an Exchange (i) the Exchange Premises
(or each Exchange Premises, as applicable) shall be a Related Premises, subject
in all respects to the terms of this Lease, and the Lease shall be amended
accordingly, and (ii) this Lease shall terminate with respect to the Obsolete
Premises, except for Surviving Obligations relative to the Obsolete Premises.

      38.   Mercury Lease. Tenant acknowledges and agrees that concurrently with
the execution and delivery of this Lease by Landlord and Tenant, Landlord is
entering into the Mercury Lease with Mercury for premises adjacent to and
contiguous with the Leased Premises, and that Tenant (through the Manager and/or
its affiliates) will derive substantial benefit from the concurrent execution
and enforceability of this Lease and the Mercury Lease and the concurrent
execution by Mercury and Manager of the Management Agreement, and that the

                                      -57-


foregoing constituted a material inducement to Landlord to enter into the
transaction contemplated by this Lease.

      39.   Local Law Provisions. Landlord and Tenant hereby agree to be bound
by and comply with the terms and conditions set forth in Exhibit "G" attached
hereto and made a part hereof.

      40.   Miscellaneous.

            (a) The Paragraph headings in this Lease are used only for
convenience in finding the subject matters and are not part of this Lease or to
be used in determining the intent of the parties or otherwise interpreting this
Lease.

            (b) As used in this Lease, the singular shall include the plural and
any gender shall include all genders as the context requires and the following
words and phrases shall have the following meanings: (i) "including" shall mean
"including without limitation"; (ii) "provisions" shall mean "provisions, terms,
agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge,
encumbrance, title retention agreement, pledge, security interest, mortgage
and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty,
agreement, liability, covenant and/or condition"; (v) "any of the Leased
Premises" shall mean "the Leased Premises or any part thereof or interest
therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or
interest therein"; (vii) "any of the Improvements" shall mean "the Improvements
or any part thereof or interest therein"; (viii) "any of the Equipment" shall
mean "the Equipment or any part thereof or interest therein"; and (ix) "any of
the Appurtenances" shall mean "the Appurtenances or any part thereof or interest
therein".

            (c) Any act which Landlord is permitted to perform under this Lease
may be performed at any time and from time to time by Landlord or any person or
entity designated by Landlord. Each appointment of Landlord as attorney-in-fact
for Tenant hereunder is irrevocable and coupled with an interest. Landlord shall
not unreasonably withhold or delay its consent whenever such consent is required
under this Lease, except as otherwise provided herein and except that with
respect to any assignment of this Lease not expressly permitted by the terms of
this Lease, Landlord may withhold its consent for any reason or no reason. In
any instance in which Landlord agrees not to act unreasonably, Tenant hereby
waives any claim for damages against or liability of Landlord which is based
upon a claim that Landlord has unreasonably withheld or unreasonably delayed any
consent or approval requested by Tenant, and Tenant agrees that its sole remedy
shall be an action for declaratory judgment. If with respect to any required
consent or approval Landlord is required by the express provisions of this Lease
not to unreasonably withhold or delay its consent or approval, and if it is
determined in any such proceeding referred to in the preceding sentence that
Landlord acted unreasonably, the requested consent or approval shall be deemed
to have been granted; however, Landlord shall have no liability whatsoever to
Tenant for its refusal or failure to give such consent or approval. Tenant's
sole remedy for Landlord's unreasonably withholding or delaying, consent or
approval shall be as provided in this Paragraph. Time is of the essence with
respect to the performance by Tenant of its obligations under this Lease.

                                      -58-


            (d) Landlord shall in no event be construed for any purpose to be a
partner, joint venturer or associate of Tenant or of any subtenant, operator,
concessionaire or licensee of Tenant with respect to any of the Leased Premises
or otherwise in the conduct of their respective businesses.

            (e) This Lease and any documents which may be executed by Tenant on
or about the effective date hereof at Landlord's request constitute the entire
agreement between the parties and supersede all prior understandings and
agreements, whether written or oral, between the parties hereto relating to the
Leased Premises and the transactions provided for herein. Landlord and Tenant
are business entities having substantial experience with the subject matter of
this Lease and have each fully participated in the negotiation and drafting of
this Lease. Accordingly, this Lease shall be construed without regard to the
rule that ambiguities in a document are to be construed against the drafter.

            (f) This Lease may be modified, amended, discharged or waived only
by an agreement in writing signed by the party against whom enforcement of any
such modification, amendment, discharge or waiver is sought.

            (g) The covenants of this Lease shall run with the land and bind
Tenant, its successors and assigns and all present and subsequent encumbrancers
and subtenants of any of the Leased Premises, and shall inure to the benefit of
Landlord, its successors and assigns. If there is more than one Tenant, the
obligations of each shall be joint and several.

            (h) Notwithstanding any provision in this Lease to the contrary, all
Surviving Obligations of Tenant shall survive the expiration or termination of
this Lease with respect to any Related Premises.

            (i) If any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

            (j) All exhibits attached hereto are incorporated herein as if fully
set forth.

            (k) EACH OF LANDLORD AND TENANT HEREBY AGREE THAT THE STATE OF NEW
YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS (INCLUDING, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE) THIS LEASE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED THEREIN AND ALL APPLICABLE LAW OF THE
UNITED STATES OF AMERICA; EXCEPT THAT, AT ALL TIMES, THE PROVISIONS FOR THE
CREATION OF THE LEASEHOLD ESTATE, ENFORCEMENT OF LANDLORD'S RIGHTS AND REMEDIES
WITH RESPECT TO

                                      -59-


RIGHT OF RE-ENTRY AND REPOSSESSION, SURRENDER, DELIVERY, EJECTMENT,
DISPOSSESSION, EVICTION OR OTHER IN-REM PROCEEDING OR ACTION REGARDING ANY
RELATED PREMISES PURSUANT TO PARAGRAPH 23 HEREOF SHALL BE GOVERNED BY AND
CONSTRUED ACCORDING TO THE LAWS OF THE STATE IN WHICH THE APPLICABLE RELATED
PREMISES IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED
BY LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY
AND THE ENFORCEABILITY OF THE LEASE, AND THE OBLIGATIONS ARISING HEREUNDER. TO
THE FULLEST EXTENT PERMITTED BY LAW, TENANT HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION
GOVERNS THIS LEASE. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST TENANT ARISING
OUT OF OR RELATING TO THIS LEASE MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT
SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND TENANT WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING IN SUCH COUNTY AND STATE, AND TENANT HEREBY EXPRESSLY
AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL
PREVENT OR PROHIBIT LANDLORD FROM INSTITUTING ANY SUIT, ACTION OR PROCEEDING IN
ANY OTHER PROPER VENUE OR JURISDICTION IN WHICH TENANT IS LOCATED OR WHERE
SERVICE OF PROCESS CAN BE EFFECTUATED.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                      -60-


      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed under seal as of the day and year first above written.

ATTEST / WITNESS:                  LANDLORD:

                                   UH STORAGE (DE) LIMITED
                                   PARTNERSHIP, a Delaware limited partnership

                                   By: UH Storage GP (DE) QRS 15-50, Inc., a
                                       Delaware corporation, its general partner

By: /s/ David J. Schuller          By: /s/ Anne R. Coolidge
    ----------------------             --------------------
Title:                             Title: President

By: /s/ Darren M. Sharlach
    ----------------------
Title:
      -------------

ATTEST/WITNESS:                    TENANT:

                                   U-HAUL MOVING PARTNERS, INC,
                                   a Nevada corporation

By: /s/ [ILLEGIBLE]                By:  /s/ Gary B. Horton
    ---------------                     -------------------
Title:                             Title: Treasurer
      -------------

By: /s/ [ILLEGIBLE]
    ---------------
Title:

             SIGNATURE PAGE FOR LEASE, U-HAUL MOVING PARTNERS, INC.



STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the_______day of March, in the year 2004 before me, the undersigned,
personally appeared Anne R. Coolidge personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and she acknowledged to me that she executed the same
in her capacity, and that by her signature on the instrument, the individual or
the person upon behalf of which the individual acted, executed the instrument.

__________________________________

Name of Notary Public:____________

Commission Expires:________________

STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the 31st day of March, in the year 2004 before me, the undersigned,
personally appeared Gary Horton personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and he acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.

/s/ Nancy K. Ventre
______________________________________

Name of Notary Public: Nancy K. Ventre


Commission Expires:   8-19-2007


[SEAL]

                                      -2-



STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the 31st day of March, in the year 2004 before me, the undersigned,
personally appeared Anne R. Coolidge personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and she acknowledged to me that she executed the same
in her capacity, and that by her signature on the instrument, the individual or
the person upon behalf of which the individual acted, executed the instrument.

/s/ Idalia M. Collado
_________________________
IDALIA M. COLLADO

Name of Notary Public:         IDALIA M. COLLADO
                       NOTARY PUBLIC, State of New York

Commission Expires:             No. 01CO5042232
                        Qualified in County of Queens
                       Commission Expires April, 20 ____

STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the_______day of March, in the year 2004 before me, the undersigned,
personally appeared Gary Horton personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and he acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.

___________________________________

Name of Notary Public:_____________

Commission Expires: _______________

                                      -2-


                                                                     EXHIBIT A-1

                                    PREMISES

























                                 EXHIBIT A-l-1



                                     884081
                                   EXHIBIT "A"

                             2505 GOVERNMENT BLND.

LEGAL DESCRIPTION:                 MOBILE, AL

LEGAL DESCRIPTION (SCHEDULE A)

From the Intersection of the East line of the Northwest Quarter of Section 29,
Township 4 South, Range 1 West, Mobile County, Alabama, with the Southerly
right-of-way line of proposed new U.S. Highway 90, thence Southwesterly along
said Southerly right-of-way line 351.7 feet to a point (said Southerly line
right-of-way line being fixed by right-of-way Deed from C. Guy Durham, et al, to
the City of Mobile, Alabama dated March 25, 1950) and recorded in Deed Book 504
N.S., Page 271 of the records in the Office of the Judge of Probate, Mobile
County, Alabama, which said right-of-way deed is hereby expressly referred to
and made a part hereof for the location and more definite description of said
Southerly right of way line); from said Point, continue thence in a
Southwestwardly direction along said Southerly right-of-way line 350 feet to a
point on said Southerly right-of-way which marks the point of beginning of the
property herein described; thence South 12 degrees 35 minutes East 265 feet to a
point; thence Westwardly at right angles to the last described course 154.6 feet
to a point; thence North 36 degrees 47 minutes West a distance of 190.43 feet to
a point on the aforesaid Southerly right-of-way line, which point is 250 feet
Southwestwardly from the Point of Beginning of the property herein described
measured along said Southerly right-of-way line; thence Northeastwardly along
said Southerly right-of-way line 250 feet to the Point of Beginning of the
property herein described.

                          LEGAL DESCRIPTION (MEASURED)

From the Intersection of the East line of the Northwest Quarter of Section 29,
Township 4 South, Range 1 West, Mobile County, Alabama with the Southerly
right-of-way line of U.S. Highway 90, thence Southwesterly along said Southerly
right-of-way line 351.7 feet to a point (Said Southerly right-of-way line being
fixed by right-of-way Deed From C. Guy Durham, et al, to the City of Mobile,
Alabama dated March 25,1950 and recorded in Deed Book 504 N.S., Page 271 of the
records in the Office of the Judge of Probate, Mobile County, Alabama, which
said right-of-way deed is hereby expressly referred to and made a part hereof
for the location and more definite description of said Southerly right of way
line); from said Point, continue thence in a Southwestwardly direction along
said Southerly right-of-way line 350 feet to a point on said Southerly
right-of-way which marks the Point of Beginning of the tract of land herein
described; thence South 12 degrees 40 minutes 00 seconds East a distance of
264.99 feet; thence South 77 degrees 20 minutes 18 seconds West a distance of
154.51 feet; thence North 36 degrees 53 minutes 35 seconds West a distance of



190,36 feet to U.S. Highway 90; thence along U.S. Highway 90 and with a curve
turning to the right, an are length of 250.41 feet, a radius of 1160.50 feet, a
chord bearing of North 55 degrees 53 minutes 06 seconds East, pi chord length of
249,93 feet to the Point of Beginning.



                                     884077
                       523 Hamric Drive West, Oxford, AL
                         Exhibit "A" Legal Description

A certain parcel of land located in the SE 1/4 of Section 25, Township 16 South,
Range 7 East, being more particularly described as follows: Beginning at the
intersection of the centerline of Blake Avenue and the centerline of West ninth
Street; thence North 59 degrees 34 minutes East along said centerline of West
Ninth Street 456.78 feet; thence South 23 degrees 10 minutes East 30.00 feet to
a point on the described South right of way line of said West Ninth Street and
the True Point of Beginning of the hereafter described parcel; thence South 23
degrees 10 minutes East 257.81 feet; thence North 66 degrees 08 minutes 37
seconds East 449.86 feet; thence 22 degrees 55 minutes 12 seconds West 389.89
feet to the observed South Right of Way Line of West Ninth Street; thence South
49 degrees 53 minutes 48 seconds West along the irregular meanderings of said
South ROW Line a chord length of 471.98 feet to the True Point of Beginning.
Containing 3.35 acres, more of less; subject to the area of the segment formed
by irregular curve of ROW of West Ninth Street.



                                     884083
                    9264 Technology Drive, Fountain Hills, AZ
                         Exhibit "A" - Legal Description

Lot 1, of Business Park Replat Fountain Hills Arizona Final Plat No. 414,
according to the plat of record in the office of the County recorder of Maricopa
County, Arizona, recorded in Book 526 of Maps, Page 47.

Except all minerals as reserved unto the United States of America in patent of
said land recorded February 28,1956 in Docket 1839, Page 426, records of
Maricopa County, Arizona.

Except all oil, gases and other hydrocarbon substances, coal, stone, metals,
minerals, fossils and fertilizers of every name and description, together with
all uranium, thorium, or any other material which is or may be determined to be
peculiarly essential to the production of fissionable materials, whether or not
of commercial value.

Except all underground water, in, under or flowing through said land and water
rights appurtenant thereto.



                                     721047
                          8746 West Bell Rd., Peoria AZ
                         Exhibit "A" - Legal Description

PARCEL NO. 1:

THAT PORTION OF THE EAST HALF OF THE WEST HALF OF SECTION 34, TOWNSHIP 4 NORTH,
RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY,
DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 34;

THENCE SOUTH 89 DEGREES 23 MINUTES 48 SECONDS WEST, ALONG THE SOUTH LINE OF SAID
SECTION 34, A DISTANCE OF 473.43 FEET;

THENCE NORTH 00 DEGREES 36 MINUTES 12 SECONDS WEST A DISNTANCE OF 55.00 FEET TO
A POINT ON THE NORTH LINES OF THE SOUTH 55.00 FEET OF SAID SECTION 34, SAID
POINT BEING THE TRUEO POINT OF BEGINNING;

THENCE CONTINUING NORTH 00 DEGREES 36 MINUTES 12 SECONDS WEST A DISTANCE OF
325.00 FEET;

THENCE NORTH 89 DEGREES 23 MINUTES 48 SECONDS EAST, PARALLEL TO SAID SOUTH LINE
OF SECTION 34, A DISTANCE OF 234.42 FEET TO A POINT ON THE WEST LINE OF THE EAST
240.00 FEET OF THE EAST HALF OF THE WEST HALF OF SECTION 34;

THENCE SOUTH 00 DEGREES 27 MINUTES 15 SECONDS EAST ALONG SAID WEST LINE A
DISTANCE OF 325.00 FEET TO A POINT ON THE NORTH LINE OF THE SOUTH 55.00 FEET OF
SECTION 34;

THENCE SOUTH 89 DEGREES 23 MINUTES 48 SECONDS WEST ALONG SAID NORTH LINE A
DISTANCE OF 233.57 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL NO. 2:

A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND VEHICULAR AND PEDESTRIAN ACCESS
TO AND FROM 88TH AVENUE AS SET FORTH IN DECLARATION OF EASEMENTS RECORDED
FEBRUARY 9, 1996 IN 96-91467 OF OFFICIAL RECORDS AND AS SET FORTH IN DECLARATION
RECORDED FEBRUARY 4, 1998 IN 98-87786 OF OFFICIAL RECORDS.

PARCEL NO. 3:

AN EASEMENT FOR INGRESS AND EGRESS AND UTILITIES AS SET FORTH IN INSTRUMENT
RECORDED DECEMBER 18, 1997 IN 97-887612 OF OFFICIAL RECORDS AND AS SET FORTH IN
DECLARATION RECORDED FEBRUARY 4, 1998 IN 98-87786 OF OFFICIAL RECORDS.



                                     882059

                                   EXHIBIT "A"

TRACT 12, OF RAYBURN ACRES, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 44 OF MAPS, PAGE
46.

3425 S.40th ST
PHOENIX AZ



                                     721025
                    20618 N. CAVE CREEK RD, PHOENIX WEST, AZ
                                   EXHIBIT "A"

PARCEL NO. 1:

LOT 1, OF U-HAUL AT CAVE CREEK ROAD AND FUTURE LOOP 101, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
RECORDED IN BOOK 511 OF MAPS, PAGE 19.

PARCEL NO.2:

AN EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS AS CREATED IN
DOCUMENT NO. 98-1023211 OVER A PORTION OF THE EAST HALF OF THE SOUTHEAST QUARTER
OF SECTION 22, TOWNSHIP 4 NORTH, RANGE 3 EAST OF THE GILA AND SALT RIVER BASE
AND MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 22, WHICH POINT BEARS
SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST, 1015.00 FEET FROM THE EAST QUARTER
CORNER THEREOF;

THENCE SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, 55.00 FEET TO THE TRUE POINT
OF BEGINNING;

THENCE SOUTH 09 DEGREES 07 MINUTES 42 SECONDS WEST, A DISTANCE OF 50.74 FEET;

THENCE SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, A DISTANCE OF 327.53 FEET;

THENCE NORTH 00 DEGREES 47 MINUTES 53 SECONDS WEST, A DISTANCE OF 50.00 FEET;

THENCE NORTH 89 DEGREES 19 MINUTES 55 SECONDS EAST, A DISTANCE OF 336.28 FEET TO
THE TRUE POINT OF BEGINNING.

PARCEL NO.3:

A NON-EXCLUSIVE, NON-POSSESSORY, PERPETUAL EASEMENT FOR INGRESS AND EGRESS AS
CREATED IN DOCUMENT NO. 99-175788 OF OFFICIAL RECORDS OVER THAT PORTION OF THE
SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 NORTH, RANGE 3 EAST OF THE GILA AND
SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 22;

THENCE SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST, A DISTANCE OF 1015.00 FEET
TO A POINT;



THENCE LEAVING SAID SECTION LINE SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, A
DISTANCE OF 55.00 FEET, TO THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, A DISTANCE OF
84.21 FEET;

THENCE NORTH 00 DEGREES 47 MINUTES 53 SECONDS WEST A DISTANCE OF 41.20 FEET;

THENCE NORTH 89 DEGREES 19 MINUTES 55 SECONDS EAST, TO A POINT 55.00 FEET WEST
OF THE EAST LINE OF SECTION 22, A DISTANCE OF 84.21 FEET;

THENCE SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST A DISTANCE OF 41.20 FEET TO
THE TRUE POINT OF BEGINNING.

PARCEL NO. 4:

A NON-EXCLUSIVE, NON-POSSESSORY EASEMENT FOR INGRESS AND EGRESS AS CREATED IN
DOCUMENT NO. 99-175790 OF OFFICIAL RECORDS OVER THAT PORTION OF THE SOUTHEAST
QUARTER OF SECTION 22, TOWNSHIP 4 NORTH, RANGE 3 EAST OF THE GILA AND SALT RIVER
BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 22;

THENCE NORTH 00 DEGREES 48 MINUTES 45 SECONDS WEST ALONG THE EAST LINE OF SAID
SECTION 22, A DISTANCE OF 1294.84 FEET;

THENCE LEAVING SAID SECTION LINE SOUTH 89 DEGREES 11 MINUTES 15 SECONDS WEST, A
DISTANCE OF 90.00 FEET;

THENCE SOUTH 75 DEGREES 35 MINUTES 02 SECONDS WEST, A DISTANCE OF 339.55 FEET;

THENCE SOUTH 67 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF 16.39 FEET TO
THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 67 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF
60.00 FEET;

THENCE NORTH 22 DEGREES 06 MINUTES 18 SECONDS WEST, A DISTANCE OF 40.00 FEET;

THENCE NORTH 67 DEGREES 53 MINUTES 42 SECONDS EAST, A DISTANCE OF 79.08 FEET;

THENCE NORTH 75 DEGREES 35 MINUTES 02 SECONDS EAST, A DISTANCE OF 41.93 FEET;

THENCE SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST, A DISTANCE OF 25.72 FEET;

THENCE SOUTH 75 DEGREES 35 MINUTES 02 SECONDS WEST, A DISTANCE OF 33.18 FEET;

THENCE SOUTH 67 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF 3.54 FEET;

THENCE SOUTH 22 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF 21.02 FEET,
TO THE TRUE POINT OF BEGINNING.


                                     721034
                      42102 N. Vision Way, Phoenix West, AZ
                         Exhibit "A" - Legal Description

Lot 29 of Anthem Commerce Park 33.2, according to the plat of record in the
Office of the County Recorder of Maricopa County, Arizona, recorded in Book 537
of Maps, Page 26.



                                     721045
                         42301 n. 41ST Drive, Anthem, AZ
                         Exhibit "A" - Legal Description

Lot 1, of Anthem Commerce Park 33.2, according to the plat of record in the
Office of the County Recorder of Maricopa County, Arizona, recorded in Book 537
of Maps, Page 26.



                                     721046
                        21521 N. 26th Avenue, Phoenix AZ
                         Exhibit "A" - Legal Description

Lot 1, of Cracker Barrel Place, according to the plat of record in the Office of
the County Recorder of Maricopa County, Arizona, recorded in Book 442 of Maps,
Page 18.

                                     721024
                                   EXHIBIT "A"

ALL THAT PORTION OF LOT 9, SECTION 36, TOWNSHIP 14 NORTH, RANGE 2 WEST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, YAVAPAI COUNTY, ARIZONA, DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE EAST BOUNDARY OF FORT WHIPPLE MILITARY RESERVATION
FROM WHICH THE CLOSING CORNER FOR FRACTIONAL SECTIONS 35 AND 36 BEARS NORTH 41
DEGREES 46 MINUTES 50 SECONDS WEST, ALONG SAID BOUNDARY, 523.04 FEET;

THENCE NORTH 75 DEGREES 50 MINUTES 44 SECONDS EAST, ALONG THE SOUTH LINE OF THE
"LINNA" MINERAL SURVEY NO. 1364-A, A DISTANCE OF 247.16 FEET, SAID POINT BEING A
REBAR CAPPED L.S. 12005;

THENCE CONTINUING NORTH 76 DEGREES 20 MINUTES 37 SECONDS EAST, ALONG SAID SOUTH
LINE, A DISTANCE OF 347.52 FEET, SAID POINT BEING A 3/8 INCH REBAR;

THENCE SOUTH 02 DEGREES 35 MINUTES 57 SECONDS EAST, 201.92 FEET, SAID POINT
BEING A REBAR STAMPED L.S. 12005;

THENCE SOUTH 80 DEGREES 49 MINUTES 06 SECONDS WEST, 99.95 FEET, SAID POINT BEING
A REBAR STAMPED L.S. 12005;

THENCE SOUTH 03 DEGREES 22 MINUTES 27 SECONDS EAST, 199.95 FEET, SAID POINT
BEING A REBAR STAMPED L.S. 12005 AT THE NORTH RIGHT-OF-WAY OF STATE ROUTE 69
(BLACK CANYON HIGHWAY);

THENCE SOUTH 81 DEGREES 02 MINUTES 36 SECONDS WEST, ALONG SAID RIGHT-OF-WAY, A
DISTANCE OF 70.72 FEET, SAID POINT BEING A REBAR STAMPED L.S. 12005;

THENCE CONTINUING SOUTH 80 DEGREES 42 MINUTES 32 SECONDS WEST, ALONG SAID
RIGHT-OF-WAY, A DISTANCE OF 154.02 FEET, SAID POINT BEING A REBAR STAMPED L.S.
12005;

THENCE NORTH 41 DEGREES 46 MINUTES 50 SECONDS WEST, ALONG SAID EAST BOUNDARY OF
THE FORT WHIPPLE MILITARY RESERVATION, A DISTANCE OF 416.00 FEET, SAID POINT
BEING THE TRUE POINT OF BEGINNING.


                                     721044
                                   EXHIBIT "A"

PARCEL NO. 1:

LOT 6B, OF RESUBDIVISION OF SUN CITY WEST-COMMERCE PARK, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
RECORDED IN BOOK 536 OF MAPS, PAGE 27.

PARCEL NO. 2:

EASEMENT FOR VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AS SET FORTH IN
DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED
OCTOBER 31, 2001 IN 2001-1017432 OF OFFICIAL RECORDS.



                                     834025
                      16950 E. Ohio Place, Aurora South, CO
                         Exhibit "A" - Legal Description

Part of Lot 8, Block 2, Tollgate Village Business Park Subdivision Filing No. 1,
County of Arapahoe, State of Colorado, more particularly described as follows:

Commencing at the Northwest corner of Section 16, Township 4 South, Range 66
West of the 6th Principal Meridian;

Thence South 00 degrees 01 minutes 16 seconds East, along the West line of said
Section 16,2953.38 feet;

Thence North 89 degrees 58 minutes 44 seconds East 110.00 feet to the Easterly
right of way line of Buckley Road and the Point of Beginning,

Thence South 00 degrees 01 minutes 16 seconds East, along said Easterly right
of way line, 301.23 feet;

Thence South 32 degrees 34 minutes 09 seconds East, along the Southwesterly line
of said Lot 8, 267.94 feet;

Thence North 57 degrees 25 minutes 51 seconds East 300.00 feet the Westerly
right of way line of East Ada Drive;

Thence Northerly, along said Westerly right of way line, the following four (4)
courses:

(1) Thence North 32 degrees 34 minutes 09 seconds West 53.07 feet to a point of
curve;

(2) Thence along a curve to the right having a radius of 436.06 feet, a central
angle of 32 degrees 32 minutes 53 seconds, 247.71 feet to a point of tangent;

(3) Thence North 00 degrees 01 minutes 16 seconds West, along said tangent,
81.35 feet to a point of curve;

(4) Thence along a curve to the left having a radius of 40.00 feet, a central
angle of 90 degrees 00 minutes 00 seconds 62.83 feet to the Southerly right of
way line of East Ohio Place;

Thence Westerly, along said Southerly right of way
line, the following three courses:

(1) Thence South 86 degrees 24 minutes 09 seconds West 160.31 feet;

(2) Thence South 89 degrees 58 minutes 44 seconds West 75.00 feet to a point of
curve;

(3) Thence along a curve to the left having a radius of 25.00 feet, a central
angle of 90 degrees 00 minutes 00 seconds 39.27 feet to the point of beginning,
County of Arapahoe,
State of Colorado.

Note: The above lands have been re-platted and are now described as follows:

Lot 1, Block 1,
Tollgate Business Park Subdivision Filing No. 2,
County of Arapahoe,
State of Colorado.



                                     722036
                       15250 E. 40th Avenue, Denver N, CO
                        Exhibit "A" - Legal Description

Lots 1 and 2,
Block 1,
U-Haul Subdivision
Filing No. 1, County of
Adams,
State of Colorado.



                                     834035
                    1750 East County Line Road, Littleton CO
                         Exhibit "A" - Legal Description

Lot 6A, Highlands Ranch Filing No. 25-B, 4th Amendment Highlands Ranch Filing
No. 65-A, 2nd Amendment, Lot Line Adjustment Map recorded August 9, 1996 at
Reception No. 9643829,
County of Douglas, State of Colorado.



                                   Site 884080
                    4457 Kernel Circle, Fort Myers, FL 33916
                         Exhibit "A" - Legal Description

Lots 5, 6, 7 and 8, KERNEL PLAZA, according to the map or plat thereof on file
and recorded in the office of the Clerk of the Circuit Court, recorded in Plat
Book 42, Page 86, in the Public Records of Lee County, Florida.



                                   Site 784052
                      11490 San Jose Blvd, Jacksonville FL
                         Exhibit "A" - Legal Description

PARCEL I - FEE

A PART OF THE HENRY HARTLEY DONATION, SECTION 7, TOWNSHIP 4 SOUTH, RANGE 27
EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

      FOR A POINT OF BEGINNING COMMENCE AT THE NORTHWEST CORNER OF LOT 31, BLOCK
2, RAMSGATE UNIT ONE, AS RECORDED IN PLAT BOOK 35, PAGES 49 AND 49A OF THE
CURRENT PUBLIC RECORDS OF SAID COUNTY, THE SAME BEING THE SOUTHWESTERLY CORNER
OF THOSE LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 5356, PAGE 1040 OF SAID
PUBLIC RECORDS; THENCE NORTH 02 degrees 44'30" WEST, ALONG THE EASTERLY LINE OF
SAID BLOCK 2 AND ALONG THE WESTERLY LINE OF LAST SAID LANDS, A DISTANCE OF
189.21 FEET TO THE SOUTHWESTERLY CORNER OF THOSE LANDS DESCRIBED IN OFFICIAL
RECORDS VOLUME 8109, PAGE 433, SAID PUBLIC RECORDS; THENCE NORTH 88 degrees
49'00" EAST, ALONG THE SOUTHERLY LINE OF LAST SAID LANDS, A DISTANCE OF 583.47
FEET TO A POINT ON A CURVE IN THE WESTERLY RIGHT OF WAY LINE OF SAN JOSE
BOULEVARD, STATE ROAD 13 (A 100 FOOT RIGHT OF WAY AS NOW ESTABLISHED) ALSO BEING
THE EASTERLY LINE OF AFOREMENTIONED LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME
5356, PAGE 1040; THENCE ALONG THE BOUNDARY OF SAID LANDS THE FOLLOWING COURSES:
FIRST COURSE, SOUTHWESTERLY, ALONG SAID WESTERLY RIGHT OF WAY LINE AND ALONG THE
ARC OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 1959.86 FEET, AN ARC
DISTANCE OF 205.87 FEET, MAKING A CENTRAL ANGLE OF 06 degrees 01'06" AND HAVING
A CHORD BEARING OF SOUTH 04 degrees 31'39" WEST AND A CHORD DISTANCE OF 205.77
FEET; SECOND COURSE NORTH 89 degrees 31'40" WEST A DISTANCE OF 401.20 FEET TO A
POINT; THIRD COURSE NORTH 89 degrees 43'00" WEST A DISTANCE OF 156.87 FEET TO
THE POINT OF BEGINNING. BEING A PART OF THOSE LANDS DESCRIBED IN OFFICIAL
RECORDS VOLUME 5356, PAGE 1040, SAID PUBLIC RECORDS OF DUVAL COUNTY, FLORIDA.

PARCEL II - (24 FOOT ACCESS) EASEMENT

A PART OF THE HENRY HARTLEY DONATION, SECTION 7, TOWNSHIP 4 SOUTH, RANGE 27
EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE NORTHWEST CORNER OF LOT 31, BLOCK 2,
RAMSGATE, UNIT ONE, AS RECORDED IN PLAT BOOK 35, PAGES 49 AND 49A OF THE CURRENT
PUBLIC RECORDS OF SAID COUNTY, THE SAME BEING THE SOUTHWEST CORNER OF THOSE
LANDS AS DESCRIBED IN OFFICIAL RECORDS VOLUME 5356, PAGE 1040, OF SAID PUBLIC
RECORDS; THENCE NORTH 02 degrees 44'30" WEST, ALONG THE EASTERLY LINE OF SAID
BLOCK 2 AND ALONG THE WESTERLY LINE OF LAST SAID LANDS, A DISTANCE OF 189.21
FEET;


THENCE NORTH 88049'00" EAST, A DISTANCE OF 535.62 FEET TO THE POINT OF
BEGINNING; THENCE NORTH 01 degrees 11'00" WEST, A DISTANCE OF 143.64 FEET;
THENCE NORTH 88 degrees 49'00" EAST, A DISTANCE OF 24.00 FEET; THENCE SOUTH 01
(degrees) 11'00" EAST, A DISTANCE OF 14.69 FEET; THENCE SOUTH 59 degrees 42'52"
EAST, A DISTANCE OF 45.57 FEET; THENCE SOUTH 79 degrees 42'52" EAST, A DISTANCE
OF 4.27 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SAN JOSE BOULEVARD, STATE ROAD
13 (A 100 FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE SOUTHWESTERLY, ALONG
SAID WESTERLY RIGHT OF WAY LINE, AND ALONG THE ARC OF A CURVE CONCAVE TO THE
SOUTHEAST AND SAVING A RADIUS OF 1959.86 FEET, A DISTANCE OF 24.00 FEET, MAKING
A CENTRAL ANGLE OF 00 degrees 42'06" AND HAVING A CHORD BEARING OF SOUTH 10
degrees 17'06" WEST AND A CHORD DISTANCE OF 24.00 FEET; THENCE NORTH 79 degrees
42'52" WEST, A DISTANCE OF 0.80 FEET; THENCE NORTH 59 degrees 42'52" WEST, A
DISTANCE OF 35.11 FEET; THENCE SOUTH 01 degrees 11'00" EAST, A DISTANCE OF
100.81 FEET; THENCE SOUTH 88 degrees 49'00" WEST, A DISTANCE OF 24.00 FEET TO
THE POINT OF BEGINNING.



                                     884069
                       103530 Overseas Hwy, Key Largo FL
                        Exhibit:"A" - Legal Description
PARCEL I:

The West 100 feet of Lot 5, Section 14, Township 61 South, Range 39 East, MODEL
LAND COMPANY'S SUBDIVISION as recorded in Plat Book 1, Page 68, of the Public
Records of Monroe County, Florida, LESS that portion thereof described as
follows:

Commence at the Southwest corner of Lot 5, MODEL LAND COMPANY'S SUBDIVISION as
recorded in Plat Book 1, Page 68 of the Public Records of Monroe County,
Florida; thence run 88 deg. 59'32" East along the South line of said Lot 5, a
distance of 100 feet, more or, less to a pipe; thence run 00 deg. 29'38" East a
distance of 240.55 feet, more or less to a pipe set in concrete, being the Point
of Beginning; thence run North 27 deg. 58'11" West a distance of 43.10 feet,
more or less; thence run Northeasterly along a line lying at a 90 degree right
angle to the aforementioned course to a point which intersects a line lying 100
feet East of and parallel to the West line of said Lot 5; thence run in a
Southerly direction along a line lying 100 feet East of and parallel to the West
line of said Lot 5, a distance of 40.97 feet, more or less, to the pipe set in
concrete, being the Point of Beginning.

PARCEL II:

Lot 6 in Section 14, Township 61 South, Range 39 East, MODEL LAND COMPANY'S
SUBDIVISION, as recorded in Plat Book 1, Page 68, of the Public Records of
Monroe County, Florida.

PARCEL III:

That portion of Lots 9 and 10 in Section 14, Township 61 South, Range 39 East,
MODEL LAND COMPANY'S SUBDIVISION as recorded in Plat Book 1, Page 68, of the
Public Records of Monroe County, Florida, lying and being Northwesterly of a
line which is parallel to and 120 feet distant Northwesterly of and measured at
right angles to the center line of the former Florida East Coast Railway (now
Overseas Highway) and lying and being on the Northeasterly side of the Northerly
right of way line of Cross-Key Largo Canal as dedicated on the Florida Keys
Chamber of Commerce unrecorded Plat of Cross-Key Largo Waterway, prepared by
James and Adams, Engineers and Surveyors and dated June, 1937, LESS and recorded
easements or road right of ways.



                                   Site 785041
                         11410 W. Colonial Dr., Ocoee FL
                        Exhibit "A" - Legal Description

      Commence at a railroad spike marking the North 1/4 corner of Section 30,
Township 22 South, Range 28 East, Orange County, Florida, thence North 89
degrees 31'02" East along the North line of said Section 30 a distance of 250.00
feet, thence South 00 degrees 20'32" East, a distance of 75.00 feet to the South
right of way line of State Road No. 50 and the point of beginning, thence South
00 degrees 20'32" East, a distance of 112.00 feet to the South line of the North
187 feet of the Northwest 1/4 of the Northwest 1/4 of the Northeast 1/4 of said
Section 30, thence South 89 degrees 31'02" West, along said South line a
distance of 220.00 feet to the East right of way line of Marshall Farms Road,
thence South 00 degrees 20'32" East, along said East right of way line a
distance of 209.29 feet to the North line of the South 4.000 acres of the
Northwest 1/4 of the Northwest 1/4 of the Northeast 1/4 of said Section 30,
thence North 89 degrees 31'10" East, along said North line a distance of 627.38
feet to the East line of the Northwest 1/4 of the Northwest 1/4 of the Northeast
1/4 of said Section 30, thence North 00 degrees 21'59" West, along said East
line a distance of 209.31 feet to the North line of the South 117.50 feet of the
North 304.50 feet of the Northwest 1/4 of the Northwest 1/4 of the Northeast 1/4
of said Section 30, thence South 89 degrees 31'03" West, along said North line a
distance of 107.29 feet, thence North 00 degrees 20'32", a distance of 112.00
feet to the South right of way line of State Road No. 50, thence South 89
degrees 31'02" West along said South right of way line a distance of 300.00 feet
to the point of beginning. Less any portion for road right of way.



                                   Site 829053
                     23395 S. Volusia Avenue, Orange City FL
                         Exhibit "A" -Legal Description

PARCEL I:

Lots 1 and 2, U-HAUL OF ORANGE CITY, FLORIDA, a subdivision according to the
plat thereof as recorded in Map Book 48, Page 175, of the Public Records of
Volusia County, Florida.

PARCEL II:

Shared Access Easement created pursuant to the Plat of U-Haul of Orange City,
Florida as recorded in Plat Book 48, Page 175.



                                     785027
                          600 S. KIRKMAN RD, ORLANDO FL
                         EXHIBIT "A" - LEGAL DESCRIPTION

A portion of the Northeast 1/4 of Section 36, Township 22 South, Range 28 East,
Orange County, Florida, being more particularly described as follows:

      Commence at the Northwest corner of A REPLAT OF LOT 7, METROWEST REPLAT,
according to the plat thereof recorded in Plat Book 20, Page 13, Public Records
of Orange County, Florida; thence North 01 deg. 34'14" West, 25.01 feet to the
Point of Beginning; thence continue North 01 deg. 34'14" West, 165.01 feet (the
last two (2) courses described being coincident with the West line of Block K,
LAKE HILL, according to the plat thereof, recorded in Plat Book M, Page 9,
Public Records of Orange County, Florida, and the Southerly extension thereof)
thence South 89 deg. 50'05" East along the North line of Lot 4, Block K, LAKE
HILL, 150.07 feet; thence North 01 deg. 34'14" West along the West line of Lot
22, Block K, LAKE HILL 140.02 feet; thence South 89 deg. 50'27" East along the
North line of Block K, LAKE HILL, 449.17 feet; thence South 00 deg. 10'23" West
along the East line of the Northeast one-quarter (NE 1/4) of said Section 36, a
distance of 22.13 feet; thence North 89 deg. 40'07" East, 86.53 feet; thence
South 16 deg. 41'16" West, 233.53 feet; thence Southerly along the arc of a
tangent curve being concave to the East, having a radius of 2964.93 feet, a
central angle of 01 deg. 12'01", an arc distance of 62.11 feet (the last two (2)
courses described being coincident with the Westerly right-of-way line of State
Road 435 according to the State of Florida Road Department Right-of-Way Map,
Section 75270-2502 dated February 24, 1969; thence North 89 deg. 49'42" West
along the centerline of the vacated Rosette Street (platted as Boston Avenue)
said centerline being 25.00 feet North of and Parallel with the North line of A
REPLAT OF LOT 7, METROWEST REPLAT, 593.07 feet to the Point of Beginning.



                                   Site 884082
                    14500 S. Orange Blossom Trail, Orlando FL
                         Exhibit "A" -Legal Description

PARCEL I: FEE

Lots 5, 6, 7 and 8, A Replat of Hunter's Creek, Tract 181, Lot 2, as recorded in
Plat Book 24, Page 66, Public Records of Orange County, Florida, LESS the
Easterly 25 feet thereof, more particularly described as follows:

      Begin at the Northeast corner of Lot 5 of A Replat of Hunter's Creek,
Tract 181, Lot 2, as recorded in Plat Book 24, Page 66, Public Records of Orange
County, Florida; run South 00deg.11'12" East, along the East line of said Lot 5
and its Southerly projection, a distance of 827.68 feet to a point on the North
right of way line of Gatorland Drive of said plat; said point also being on a
curve, concave Northwesterly, having a central angle of 16deg.36'05" and a
radius of 35.00 feet; thence departing said East line and Southerly projection,
and from a tangent bearing of South 73deg.12'43" West, run Southwesterly along
the arc of said curve and said North line 1 a distance of 10.14 feet to the
point of tangency; thence run the following courses and distances along the
North and East right of way lines of said Gatorland Drive; thence South
89deg.48'48" West, a distance of 104.51 feet to the point of curvature of a
curve concave Northeasterly having a central angle of 53deg.06'06" and a radius
of 188.20 feet; thence run Northwesterly along the arc of said curve, a distance
of 174.42 feet to the point of compound curvature of a curve concave
Northeasterly, having a central angle of 50deg.08'32" and a radius of 200.71
feet; thence run Northwesterly along the arc of said curve, a distance of 175.65
feet to the point of tangency; thence run North 13deg.03'28" East, a distance of
81.30 feet to the point of curvature of a curve, concave Northwesterly, having a
central angle of 13deg.14'40" and a radius of 610.72 feet; thence run
Northeasterly along the arc of said curve, a distance of 141.17 feet to the
point of tangency; thence run North 00deg.11'112" West, a distance of 217.00
feet to the point of curvature of a curve, concave Southeasterly, having a
central angle of 16deg.25'00" and a radius of 494.93 feet; thence run
Northeasterly along the arc of said curve, a distance of 141.81 feet to the
point of tangency; thence run North 16deg.13'48" East, a distance of 12.00 feet
to the Northwest corner of said Lot 5; thence departing said right of way, run
North 89deg.48'48" East, along the North line of said Lot 5, a distance of
241.43 feet to the Point of Beginning.

LESS AND EXCEPT the following described lands:


Commence at a 4" by 4" concrete monument without identification marking the
Northwest corner of the Southwest 1/4 of Section 34, Township 24 South, Range 29
East, Orange County, Florida; thence run North 89deg.33'07" East along the North
line of said Southwest 1/4 a distance of 406.362 meters (1333.21 feet) to a
point on the centerline of survey of State Road 500 (US 441), as shown on the
Florida Department of Transportation Right of Way Map, Section 75010-2542;
thence, departing said North line, South 00deg.01'24" East along said survey
line 301.966 meters (990.70 feet) to the Easterly projection of the South line
of Lot 9 A Replat of Hunter's Creek Tract 181, Lot 2, as recorded in Plat Book
24, Page 66, Public Records of Orange County, Florida; thence North 89deg.50'41"
West along said Easterly projection line 30.494 meters (100.05 feet) to a point
on the West line of additional Orange County right of way as described in
Official Records 5667, Page 2686, Public Records of Orange County, Florida;
thence North 00deg.00'52" West along said West line of additional right of way
104.948 meters (344.32 feet) to a point on the South line of Lot 8 of said
Replat of Hunter's Creek Tract 181, Lot 2 (also being the North right of way
line of Gatorland Drive as shown on said plat) for the Point of Beginning;
thence continue North 00deg.00'52" West along said West line of additional
Orange County right of way 8.756 meters (28.71 feet); thence departing said
right of way line, South 42deg.09'09" West 12.414 meters (40.73 feet) to a point
on said South line of Lot 8 (North right of way line of Gatorland Drive); thence
North 89deg.58'52" East along said South line of Lot 8 a distance of 5.286
meters (17.34 feet) to the beginning of a curve concave Northwesterly, having a
radius of 10.668 meters (35.00 feet) and a chord bearing of North 81deg.40'57"
East; thence Easterly along the arc of said curve and said South line of Lot 8,
through a central angle of 16deg.35'50" a distance of 3.090 meters (10.14 feet)
to a point on said West line of additional Orange County right of way and the
Point of Beginning.

PARCEL II: EASEMENT

Easement rights as set forth in that certain Declaration of Protective
Covenants, Conditions and Restrictions of Tract 181 Commercial Property Owners
Association, Inc., to American Newland Associates, a California general
partnership, dated August 10, 1989, recorded September 21, 1989 in O.R. Book
4116, Page 4383; as affected by: Amendment recorded in O.R. Book 5174, Page 737;
and Supplemental Declaration dated December 12, 1996, recorded in O.R. Book
5174, Page 746, as re-recorded January 22, 1997 in O.R. Book 5188, Page 3160;
and Supplemental Declaration, dated December 20, 1996, recorded December 31,
1996 in O.R. Book 5178, Page 2165; and Assignment of Declarant's Rights by AG
Land Associates, LLC, a California limited liability company, to Westbrook
Hunter's Creek, L.P., a Delaware limited partnership, dated August 15, 1997,



recorded in O.R. Book 5348, Page 1414; and Supplemental Declaration dated
November 14, 1997, recorded December 12, 1997 in O.R. Book 5380, Page 3002; and
Supplemental Declaration dated December 20, 1999, recorded January 2, 2000 in
O.R. book 5917, Page 2725, Orange County Records.



                                   Site 785038
                    13301 S. Orange Blossom Trail, Orlando FL
                         Exhibit "A" -Legal Description

LOT 1, TRACT "A" AND TRACT "B", SOUTHCHASE PHASE 1A PARCEL 13, ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 46, PAGE 65 IN THE PUBLIC RECORDS OF
ORANGE COUNTY, FLORIDA.



                                   Site 884073
                    7803 n. Orange Blossom Trail, Orlando FL
                         Exhibit "A" - Legal Description

From the Southwest corner of LOCKHART MANOR, according to the plat thereof as
recorded in Plat Book O, Page 15, of the Public Records of ORANGE County,
Florida; run North 02 deg. 33'14" West along the West line of said LOCKHART
MANOR 143.44 feet for a Point of Beginning; thence run South 86 deg. 55'16" West
parallel with the South line of the West half of the Southeast quarter of the
Southeast quarter of Section 30, Township 21 South, Range 29 East, a distance of
519.15 feet; thence run South 2 deg. 33'14" East, 75.00 feet; thence run South
86 deg. 5516" West, 210.84 feet to the Easterly right of way line of State Road
500 (U.S. Highway 441); thence run North 32 deg. 18'44" West along said right of
way line 294.26 feet to a point 350 feet North 2 deg. 57'07" West, North of the
South line of Block A, LOCKMERE, according to the plat thereof as recorded in
Plat Book K, Page 41, of said Public Records; thence run North 86 deg. 55'16"
East, 217.54 feet to the West line of aforesaid West half, same being the West
line of vacated HAMPTON HEIGHTS, according to the plat thereof as recorded in
Plat Book P, Page 45, said Public Records; thence run North 02 deg. 57'07" West
along the West line of said West half a distance of 349.52 feet to the Northwest
corner of said West half; thence run North 87 deg. 47'11" East 660.92 feet to
the Northwest corner of aforesaid LOCKHART MANOR; thence run South 02 deg.
33'14" East, 521.35 feet to the Point of Beginning.



                                     829054
                       3851 St. Orlando Drive, Sanford, FL
                         Exhibit"A" - Legal Description

 The South 216.9 feet of the North 740.4 feet of the Northwest 1/4 of the
 Northeast 1/4 of Section 14, Township 20 South, Range 30 East, Seminole County,
 Florida, lying East of State Road 15 and 600 (U.S. Highway 17-92)



                                   Site 786042
                          3939 W. Gandy Blvd., Tampa FL
                         Exhibit "A" -Legal Description

Lot 10 and 11, Al-Mar Subdivision, according to the Plat thereof, as recorded in
Plat Book 29, Page 29, Public Records of Hillsborough County, Florida.



                                     829057
                     2055 Semoran Blvd, Winter Park, Florida
                        Exhibit "A" - Legal Description

From the Northwest corner of the Southwest 1/4 of the Southwest 1/4 of Section
34, Township 21 South, Range 30 East, Seminole County, Florida, run South 02
degrees 28'41" East, 939.14 feet along the West line of said Southwest 1/4 of
the Southwest 1/4 for the Point of Beginning of the description, run thence
North 88 degrees 03'35" East 511.06 feet parallel with the South line of the
said Southwest 1/4 to the Westerly right of way line of State Road No. 436,
thence run South 23 degrees 54'25" East 414.77 feet along the said Westerly
right of way of State Road No. 436 to it's intersection with the South line of
the said Southwest 1/4 of the Southwest 1/4, thence run South 88 degrees 03'35"
West, 662.61 feet along the South line of the said Southwest 1/4 of the
Southwest 1/4 to the Southwest corner of said Southwest 1/4 of the Southwest
1/4, thence run North 02 degrees 28'41" West, 384.74 feet along the West line of
said Southwest 1/4 of the Southwest 1/4 to the Point of Beginning.



                                   EXHIBIT "A"

                    SITE 776034,1150 S DOGWOOD DR, CONYERS GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 299 of the 16th
District of Rockdale County, Georgia, and being more particularly described as
follows:

BEGINNING at the northern right-of-way of Dogwood Drive (variable right of way)
a distance of 1457.85 feet from the right of way of Dogwood-Old Covington
Highway; thence along said right of way North 69 degrees 27 minutes 09 seconds
West, a distance of 393.94 feet to an iron pin found; South 21 degrees 02
minutes 26 seconds West a distance of 24.99 feet to an iron pin; thence North 69
degrees 17 minutes 32 seconds West a distance of 20.99 feet to an iron pin;
thence leaving said right-of-way North 21 degrees 12 minutes 09 seconds East a
distance of 238.44 feet to an iron pin; thence South 84 degrees 38 minutes 53
seconds East a distance of 411.70 feet to an iron pin; thence South 17 degrees
51 minutes 15 seconds West a distance of 321.77 feet to an iron pin on the north
right-of-way of Dogwood Drive, said point being the POINT OF BEGINNING,
containing 2.51 acres, and being more particularly shown on that certain survey
prepared by Landata Site Services, Inc., dated April 15, 2003, as last revised
February__________,2004.

TOGETHER WITH all rights and interests in all easements contained in that
certain Easement Agreement between Hugh W. Cheek and Cracker Barrel Old Country
Store, Inc., dated November 15, 1995, filed November 15, 1995, recorded in Deed
Book 1174, Page 108, aforesaid records; as amended by Amended Easement Agreement
by and between Hugh W. Cheek and Cracker Barrel Old Country Store, Inc., dated
December 4, 1995, filed December 21, 1995, recorded in Deed Book 1187, Page 1,
aforesaid records; as supplemented by Supplement to Easement Agreement, dated
October 21, 1996, filed for recording October 23, 1996, recorded in Deed Book
1290, Page 192, aforesaid records, and as further affected by Agreement for
Storm Drainage Facilities, dated January 17, 1997, filed January 21, 1997,
recorded in Deed Book 1319, Page 129, aforesaid records.

TOGETHER WITH all rights and interests in all easements contained in paragraphs
#3 CB Tract Utility Easement, #4 Tract Seven Utility Easement, and #10 Tract
Four Signage Easement of Amended Easement Agreement dated December 4, 1995 among
Hugh W. Cheek, the Estate of George D. Cheek, Chatto Fields II, Limited
Partnership and Cracker Barrel Old Country Store, Inc., recorded in Deed Book
1187, Page 1, Rockdale County, Georgia records.



TOGETHER WITH all rights and interests in all easements contained in paragraphs
#1 Tract 2A Road Easement and #2 Tract 2A Sewer Line Easements contained in
Tract Two Easement Agreement dated March 28, 1996 among Hugh W. Cheek, the
Estate of Georgia D. Cheek and Chatto Fields II, Limited Partnership recorded in
Deed Book 1226, page 76, aforesaid records.

TOGETHER WITH all rights and interests in all easements contained in that
certain Sewer Easement Agreement by and between BMO Global Capital Solutions,
Inc. and Mrs. A. J. Hood, dated January 30, 1999, filed for recording February
4,1999, recorded in Deed Book 1645, Page 338, aforesaid records.



                                   EXHIBIT "A"

                                   SITE 777026
                         2085 COBB PARKWAY, KENNESAW GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 206 of the 20th
District, 2nd Section, City of Kennesaw, Cobb County, Georgia, and being more
particularly described as follows:

BEGINNING at a concrete monument found at the point of intersection of the
southwestern right-of-way line of Old Highway #41 (variable right-of-way) and
the southwestern right-of-way line of U.S. Highway #41 (Cobb Parkway) (variable
right-of-way); run thence South 18 degrees 47 minutes 36 seconds East along the
southwestern right-of-way of Old Highway #41, a distance of 118.75 feet to an
iron pin found; thence leaving said right-of-way and running South 78 degrees 29
minutes 25 seconds West, a distance of 508.96 feet to an iron pin found; running
thence North 22 degrees 13 minutes 19 seconds West, a distance of 268.49 feet to
an iron pin placed; run thence North 79 degrees 56 minutes 18 seconds East, a
distance of 254.85 feet to an iron pin placed; run thence North 32 degrees 42
minutes 41 seconds East, a distance of 90.33 feet to an iron pin placed located
on the southwestern right-of-way of U.S. Highway #41 (Cobb Parkway); running
thence along said right-of-way, and following the curvature thereof the
following courses and distances: following an arc with a curve to the left
(which arc has a chord distance of 125.00 feet on a chord bearing South 58
degrees 09 minutes 15 seconds East and having a radius of 4137.87 feet) an arc
distance of 125.00 feet to an iron pin placed; run thence along said
right-of-way North 31 degrees 00 minutes 21 seconds East, a distance of 25.00
feet to an iron pin placed; run thence along the arc of a curve to the left
(which arc has a chord distance of 102.94 feet and a chord bearing South 59
degrees 44 minutes 12 seconds East, and having a radius of 4112.87 feet) an arc
distance of 102.95 feet to a point; run thence South 29 degrees 13 minutes 49
seconds West, a distance of 25.00 feet to an iron pin placed; run thence along
the arc of a curve to the left (which arc has a chord distance of 76.03 feet on
a chord bearing South 60 degrees 58 minutes 56 seconds East and having a radius
of 4137.87 feet) an arc distance of 76.04 feet to a concrete monument found at
the point of intersection of the southwestern right-of-way line of Old Highway
#41 and the southwestern right-of-way line of U.S. Highway #41 (Cobb Parkway)
and the POINT OF BEGINNING, said tract containing 3.00 acres.



                                   EXHIBIT "A"

                                   SITE 776026
                     1290 PLEASANT HILL RD, LAWRENCEVILLE GA
                               LEGAL DESCRIPTION

PARCEL 1:

ALL THAT TRACT or parcel of land lying and being in Land Lot 182 of the 6th
District, Gwinnett County, Georgia, and being part of Lot 1, Block A, Pleasant
Acres Subdivision, as more particularly shown on plat by B. L. Brummer &
Associates, Inc., Georgia Registered Land Surveyors, recorded on February 5,
1974 and recorded in Plat Book 1, Page 67, Gwinnett County, Georgia records,
which plat is incorporated herein and made a part hereof by reference, and being
more particularly shown and described as follows:

COMMENCING at an iron pin placed on the easterly right-of-way of Pleasant Hill
Road (110-foot wide right-of-way), said point being 394.41 feet northwesterly,
as measured along said right-of-way, from the point of intersection of said
easterly right-of-way of Pleasant Hill Road and the northerly right-of-way of
Meadows Lane (60-foot wide right-of-way); run thence along the arc of a curve to
the left (which arc has a chord bearing North 09 degrees 33 minutes 49 seconds
West, a chord distance of 72.41 feet and a radius of 5680.00 feet) an arc
distance of 72.41 feet to an iron pin placed; thence leaving said right-of-way
line and running North 61 degrees 33 minutes 25 seconds East, a distance of
150.61 feet to an iron pin placed; thence running South 11 degrees 27 minutes 51
seconds East, a distance of 155.78 feet to an iron pin found (1-inch pipe);
thence running South 81 degrees 39 minutes 34 seconds West, a distance of 147.51
feet to an iron pin placed on the easterly right-of-way of Pleasant Hill Road
and the POINT OF BEGINNING; said tract shown to contain 0.4330 acre or 18,861
square feet.

PARCEL 2:

ALL THAT TRACT or parcel of land lying and being in Land Lot 182 of the 6th
District, Gwinnett County, Georgia, and being more particularly described as
follows:

BEGINNING at a concrete marker at the intersection of the southeasterly
right-of-way of Pleasant Hill Road (110-foot wide right-of-way) and the
southwesterly right-of-way of Corley Road (55-foot wide right-of-way); run
thence in a southwesterly direction along the southeasterly right-of-way of
Pleasant Hill Road a distance of 361.23 feet to an iron pin set, which iron pin
marks the TRUE POINT OF BEGINNING; from said TRUE POINT OF BEGINNING as thus
established and thence leaving said right-of-way North 61 degrees 53 minutes 48
seconds East, a distance of 441.63 feet to an iron pin found; thence South 27



degrees 57 minutes 40 seconds East, a distance of 199.45 feet to an iron pin
set; thence South 61 degrees 33 minutes 22 seconds West, a distance of 507.61
feet to an iron pin set; thence along said right-of-way of Pleasant Hill Road
North 09 degrees 55 minutes 44 seconds West, a distance of 213.09 feet to an
iron pin set and the TRUE POINT OF BEGINNING, containing 2.19 acres/95,328
square feet.



                                   EXHIBIT "A"

                                   SITE 777025
                          7242 HIGHWAY 85, RIVERDALE GA
                               LEGAL DESCRIPTION

All that tract or parcel of land lying and being in Land Lot 183 of the 13th
district, Clayton County, Georgia and being more particularly described as
follows:

Beginning at an iron pin on the easterly right-of-way of Georgia Highway 85
(variable right of way) 522.25 fee north of the right of way of Roundtree Road;
thence following the right-of-way of Georgia Highway 85 North 2 degrees 41
minutes 03 seconds East a distance of 282.64 feet to an iron pin; thence leaving
said right-of-way North 89 degrees 26 minutes 23 seconds East a distance of
225.14 feet to a nail; thence North 2 degrees 32 minutes 26 seconds East a
distance of 124.69 feet to an iron pin; thence South 89 degrees 59 minutes 35
seconds East a distance 225.26 feet to an iron pin; thence South 2 degrees 42
minutes 47 seconds West a distance of 249.77 feet to an iron pin; thence North
89 degrees 54 minutes 26 seconds West a distance of 150.00 feet to an iron pin;
thence South 3 degrees 01 minutes 08 seconds West a distance of 154.42 feet to
an iron pin found; thence South 88 degrees 55 minutes 32 seconds West a distance
of 299.25 feet to the POINT OF BEGINNING, containing 3.01 acres and being the
same property as shown on that certain survey prepared by Landata Site Services,
Inc., dated April 9, 2003, as last revised February __, 2004.


                                   EXHIBIT "A"

                                   SITE 777023
                           5285 S. COBB DR., SMYRNA GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 759 of the 17th
District of the 2nd Section of Cobb County, Georgia, and being more particularly
described as follow:

BEGINNING at a concrete monument at the intersection of the northeasterly right
of way of South Cobb Drive (120 feet from the centerline) with the southeasterly
right of way of Interstate Highway I-285, running thence North 17 degrees 23
minutes 01 seconds East along said right of way of Interstate Highway I-285 a
distance of 59.46 feet to an iron pin on the southerly right of way of Woodland
Road (15 feet from centerline); run thence South 79 degrees 16 minutes 54
seconds East along said right of way a distance of 136.70 feet to a point;
continue thence along said right of way and following an arc to the left a
distance of 8.01 feet to an iron pin (said arc having a radius of 187.67 feet
and being subtended by a chord of south 80 degrees 30 minutes 13 seconds East a
distance of 8.01 feet); run thence South 44 degrees 29 minutes 39 seconds East a
distance of 79.30 feet to an iron pin; run thence South 45 degrees 23 minutes 00
seconds West a distance of 135.00 feet to an iron pin on the northeasterly right
of way of South Cobb Drive; run thence North 44 degrees 32 minutes 28 seconds
West along said right of way a distance of 170.31 feet to a concrete monument at
the intersection of the northeasterly right of way of South Cobb Drive with the
southeasterly right of way of Interstate Highway I-285 and the POINT OF
BEGINNING, containing 0.48 acres/21,091 square feet.

TOGETHER with a non-exclusive easement for ingress and egress and appurtenant
rights across the following described tract of land, as granted to Grantor
herein by Warranty Deed dated August 1, 1968, and recorded in Deed Book 1050
page 644, in the Office of the Clerk of Superior Court of Cobb County, Georgia:

BEGINNING at an iron pin on the northeasterly right of way of South Cobb Drive
170.31 feet southeasterly of the intersection of said right of way of South Cobb
Drive and the southeasterly right of way of Interstate Highway I-285; run thence
North 45 degrees 23 minutes 00 seconds East a distance of 135.00 feet to an iron
pin; run thence South 30 degrees 52 minutes 20 seconds West a distance of 139.50
feet to a concrete monument on the northeasterly right of way of South Cobb
Drive; run thence North 44 degrees 31 minutes 42 seconds West along said right
of way a distance of 34.96 feet to an iron pin and the POINT OF BEGINNING.



                                   EXHIBIT "A"

                                   SITE 776055
                        2040 SCENIC HWY N, SNELLVILLE GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 40 of the 5th
District in the City of Snellville, Gwinnett County, Georgia, and being more
particularly described as follows:

BEGINNING at an iron pin on the easterly right-of-way of Georgia Highway No. 124
(having a 100-foot right-of-way) 299.90 feet from the southerly right of way of
Dogwood Drive; thence leaving said right of way South 67 degrees 59 minutes 08
seconds East, a distance of 344.36 feet to an iron pin found; run thence South
23 degrees 55 minutes 58 seconds West, a distance of 369.25 feet to an iron pin
found; run thence North 68 degrees 29 minutes 17 seconds West, a distance of
312.66 feet to an iron pin found located on the easterly right-of-way of Georgia
Highway No. 124; run thence along said right-of-way North 19 degrees 00 minutes
15 seconds East, a distance of 89.01 feet to a concrete monument found; thence
South 70 degrees 24 minutes 04 seconds East, a distance of 20.82 feet to a
concrete monument found; run thence North 18 degrees 48 minutes 58 seconds East,
a distance 20.32 feet to a concrete monument found; run thence North 70 degrees
45 minutes 05 seconds West, a distance of 20.65 feet to a concrete monument
found; run thence North 19 degrees 01 minute 26 seconds East, a distance of
263.09 feet to an iron pin found and POINT OF BEGINNING. Said tract containing
2.78 acres as shown on ALTA/ASCM Land Title Survey prepared by Landata Site
Services, Inc., dated April 10, 2003, as last revised February___, 2004

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Sanitary Sewer Easement from E. R. Snell Contractors, Inc. to James C.
Sims, dated November 15, 1989, filed for record May 15, 1990 and recorded in
Deed Book 6022, Page 350, Gwinnett County, Georgia records.

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Easement from James Simms to U-Haul International, dated September 28,
1998, filed for record December 8, 1998 and recorded in Deed Book 17310, Page 2,
aforesaid records.

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Sanitary Sewer Easement from Eastside Gardens of Snellville, L.L.C., a
Georgia limited liability company to Uhaul International, a Nevada Corp., dated
December 3, 1998, filed for record December 8, 1998 and recorded in Deed Book
17310, Page 3, aforesaid records.



TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Easement from James C. Sims to U-Haul International, dated March 3,
2000, filed for record March 6, 2000 and recorded in Deed Book 20132, Page 161,
aforesaid records.

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Easement from Eastside Gardens of Snellville, LLC to U-Haul
International, Inc., dated February 24, 2000, filed for record March 6, 2000 and
recorded in Deed Book 20132, Page 158, aforesaid records.



                                     757026
                        11855 S. Cicero Avenue, Alsip IL
                        Exhibit "A" - Legal Description

THAT PART OF THE WEST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 22, TOWNSHIP 37 NORTH,
RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE SOUTH LINE OF
LOT 6 IN BLOCK 6 IN PERCY WILSON'S EAST VIEW PARK IN SAID SOUTHWEST 1/4, AND
LYING SOUTHWEST OF THE RIGHT OF WAY OF THE BALTIMORE AND OHIO, CHICAGO TERMINAL
RAILROAD (FORMERLY THE CHICAGO AND CALUMET TERMINAL RAILROAD), AND EAST OF THE
LANDS TAKEN BY THE STATE OF ILLINOIS FOR THE CICERO AVENUE GRADE SEPARATION
DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTH LINE OF 119TH STREET, WHICH IS A
LINE DRAWN 50 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST
1/4, AS DEDICATED IN SAID PERCY WILSON'S EAST VIEW PARK, AND THE EAST LINE OF A
20 FOOT PUBLIC ALLEY IN BLOCK 8 OF SAID PERCY WILSON'S EAST VIEW PARK; THENCE
NORTH ALONG SAID EAST LINE, TO THE SOUTH LINE OF A 20 FOOT PUBLIC ALLEY IN SAID
BLOCK 8; THENCE EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 29.96 FEET, TO A
POINT ON THE EAST LINE OF LOT 36 IN SAID BLOCK 8, AND ITS EXTENSION TO THE
SOUTH; THENCE NORTH, ALONG SAID EAST LINE, TO THE SOUTH LINE OF 118TH PLACE,
OR THE NORTH LINE OF SAID BLOCK 8; THENCE EAST ALONG SAID LINE, A DISTANCE OF
29.98 FEET, TO THE EAST LINE OF LOTS 12 AND 18 AND THEIR EXTENSIONS TO THE SOUTH
AND NORTH, IN BLOCK 7 OF SAID PERCY WILSON'S EAST VIEW PARK; THENCE NORTH ALONG
SAID LINE, TO THE SOUTH LINE OF AFORESAID LOT 6 IN BLOCK 6; EXCEPT THE SOUTH 50
FEET OF SAID SOUTHWEST 1/4, TAKEN OR DEDICATED FOR THE OPENING OF 119TH
STREET; AND EXCEPT THE 10 FOOT STRIP OF LAND LYING SOUTHWESTERLY OF AND
ADJOINING THE ORIGINAL 66 FOOT WIDE RIGHT OF WAY OF THE BALTIMORE AND OHIO,
CHICAGO TERMINAL RAILROAD, IN COOK COUNTY, ILLINOIS.



                757031

File No.: CC32763

LEGAL DESCRIPTION:

PARCEL 1:

ALL THAT PART OF SECTIONS 3 AND 10, TOWNSHIP 43 NORTH, RANGE 8 EAST OP THE THIRD
PRINCIPAL MERIDIAN, LYING EASTERLY OF THE EASTERLY RIGHT OF WAY LINE OF STATE
ROUTE 31, SOUTHERLY OF THE SOUTHERLY RIGHT OF WAY LINE OF THE CHICAGO AND NORTH
WESTERN RAILROAD, WESTERLY OF THE CENTER LINE OF SANDS ROAD, NORTHERLY OF THE
NORTHERLY RIGHT OF WAY LINE OF U.S. ROUTE 14 AND EASTERLY OF THE EASTERLY RIGHT
OF WAY LINE OF THE RAMP CONNECTING STATE ROUTE 31 WITH U.S. ROUTE 14 (EXCEPT THE
EAST 660 FEET, AS MEASURED AT RIGHT ANGLES TO THE EAST LINE THEREOF; ALSO
EXCEPTING THAT PART CONVEYED TO STATE OF ILLINOIS FOR STATE ROUTE 31 (F.A. 54),
BY WARRANTY DEED FROM DODGE INCORPORATED, RECORDED SEPTEMBER 2, 1970, AS
DOCUMENT NUMBER 529742; ALSO EXCEPTING THAT PART TAKEN BY THE STATE OF ILLINOIS,
DEPARTMENT OF TRANSPORTATION, IN FINAL JUDGMENT ORDER FILED JULY 21, 1998 IN MC
HENRY COUNTY CIRCUIT COURT AS CASE NO. 97-ED-10), IN MC HENRY COUNTY, ILLINOIS.

EXCEPT THAT PART OF THE SOUTHEAST QUARTER OF SECTION 3, TOWNSHIP 43 NORTH, RANGE
8 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE
INTERSECTION OF THE EASTERLY RIGHT-OF-WAY LINE OF F.A.P. ROUTE 336 (ILLINOIS
STATE ROUTE 31) AS DEDICATED AND SHOWN ON DOCUMENT NUMBER 531554 RECORDED
OCTOBER 9, 1970 IN MC HENRY COUNTY, ILLINOIS AND THE SOUTHWESTERLY RIGHT-OF-WAY
LINE OF THE CHICAGO & NORTHWESTERN RAILWAY COMPANY; THENCE SOUTH 05 DEGREES 48
MINUTES 54 SECONDS WEST, 136.59 FEET (BEARINGS ASSUMED FOR DESCRIPTION PURPOSES
ONLY) ALONG SAID EASTERLY RIGHT-OF-WAY; THENCE SOUTH 14 degrees 10'37" WEST,
135.67 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 04 DEGREES 45 MINUTES 53
SECONDS WEST, 157.58 FEET; THENCE SOUTH 02 DEGREES 21 MINUTES 38 SECONDS WEST,
40.31 FEET; THENCE SOUTH 85 DEGREES 14 MINUTES 07 SECONDS WEST, 7.00 FEET;
THENCE SOUTH 02 DEGREES 21 MINUTES 38 SECONDS EAST, 66.60 FEET TO THE EASTERLY
RIGHT-OF-WAY LINE OF SAID F.A.P. 336; THENCE NORTH 03 DEGREES 46 MINUTES 10
SECONDS WEST, 232.50 FEET ALONG SAID EASTERLY RIGHT-OF-WAY; THENCE NORTH 14
DEGREES 10 MINUTES 37 SECONDS EAST, 33.46 FEET ALONG SAID EASTERLY RIGHT-OF-WAY
TO THE POINT OF BEGINNING; AND ALSO;

EXCEPT ANY AND ALL RIGHT OF ACCESS, INGRESS OR EGRESS OVER, UNDER OR ACROSS THE
FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE SOUTHEAST QUARTER OF
SECTION 3, TOWNSHIP 43 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN SAID
POINT BEING AT THE INTERSECTION OF THE EASTERLY RIGHT-OF-WAY LINE OF F.A.P.
ROUTE 336 (ILLINOIS STATE ROUTE 31) AS DEDICATED AND SHOWN ON DOCUMENT NUMBER
531554 RECORDED OCTOBER 9, 1970, AND THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF THE
CHICAGO AND NORTHWESTERN RAILWAY COMPANY; THENCE


SOUTH 05 DEGREES 48 MINUTES 54 SECONDS WEST, 135.59 FEET (BEARINGS ASSUMED FOR
DESCRIPTION PURPOSES ONLY) ALONG SAID EASTERLY RIGHT-OF-WAY; THENCE SOUTH 14
DEGREES 10 MINUTES 37 SECONDS WEST, 135.67 FEET ALONG SAID EASTERLY RIGHT OF
WAY; THENCE SOUTH 04 DEGREES 45 MINUTES 53 SECONDS WEST, 157.58 FEET; THENCE
SOUTH 02 DEGREES 21 MINUTES 38 SECONDS WEST, 40.31 FEET; THENCE SOUTH 85 DEGREES
14 MINUTES 07 SECONDS WEST, 7.00 FEET; THENCE SOUTH 02 DEGREES 16 MINUTES 05
SECONDS EAST, 66.60 FEET; THENCE SOUTH 03 DEGREES 46 MINUTES 10 SECONDS EAST,
7.49 FEET ALONG THE EASTERLY RIGHT-OF-WAY LINE AS SHOWN ON DOCUMENT NO. 531554;
THENCE SOUTHEASTERLY 217.80 FEET ALONG THE RIGHT-OF-WAY LINE AS DEDICATED AND
SHOWN BY DOCUMENT NO. 26667, RECORDED JUNE 19, 1953, BEING ON A CURVE TO THE
LEFT, HAVING A RADIUS OF 252.30 FEET, THE CHORD OF SAID CURVE BEARS SOUTH 39
degrees 31' 00" EAST 211.10 FEET; THENCE SOUTH 64 DEGREES 16 MINUTES 16 SECONDS
EAST, 73.13 FEET ALONG SAID RIGHT-OF-WAY; THENCE SOUTHEASTERLY, 110.06 FEET
ALONG SAID RIGHT-OF-WAY BEING ON A CURVE TO THE RIGHT HAVING A RADIUS OF 350.33
FEET, THE CHORD OF SAID CURVE BEARS SOUTH 55 DEGREES 16 MINUTES 12 SECONDS EAST,
109.61 FEET; THENCE SOUTH 46 DEGREES 16 MINUTES 12 SECONDS EAST, 349.92 FEET
ALONG SAID RIGHT-OF-WAY TO THE TERMINUS OF ACCESS CONTROL, ALL IN MC HENRY
COUNTY, ILLINOIS.

PARCEL 2:

EASEMENT FOR DRIVEWAY FOR INGRESS AND EGRESS FOR THE BENEFIT OF PARCEL 1, AS
CREATED BY THE AGREEMENT RECORDED APRIL 7, 1960 AS DOCUMENT NUMBER 368037 AS
AMENDED BY INSTRUMENT RECORDED FEBRUARY 14, 1961 AS DOCUMENT NUMBER 381434
BETWEEN PIONEER TRUST AND SAVINGS BANK AS TRUSTEE UNDER TRUST NUMBER 6264 AND
PIONEER TRUST AND SAVINGS BANK AS TRUSTEE UNDER TRUST NUMBER 8394, FROM THE
DIVISION LINE BETWEEN THE EAST 660 FEET OF ALL THAT PART OF SECTIONS 3 AND 10,
TOWNSHIP 43 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY
OF THE EASTERLY RIGHT OF WAY LINE OF STATE ROUTE 31, SOUTHERLY OF THE SOUTHERLY
RIGHT OF WAY LINE OF THE CHICAGO AND NORTH WESTERN RAILROAD, WESTERLY OF THE
CENTER LINE OF SANDS ROAD, NORTHERLY OF THE NORTHERLY RIGHT OF WAY LINE OF U.S.
ROUTE 14 AND EASTERLY OF THE EASTERLY RIGHT OF WAY LINE OF THE RAMP CONNECTING
STATE ROUTE 31 WITH U.S. ROUTE 14, AND ALL THAT PART OF SECTIONS 3 AND 10,
TOWNSHIP 43 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY
OF THE EASTERLY RIGHT OF WAY LINE OF STATE ROUTE 31, SOUTHERLY OF THE SOUTHERLY
RIGHT OF WAY LINE OF THE CHICAGO AND NORTH WESTERN RAILROAD, WESTERLY OF THE
CENTER LINE OF SANDS ROAD, NORTHERLY OF THE NORTHERLY RIGHT OF WAY LINE OF U.S.
ROUTE 14 (EXCEPTING THE EAST 660 FEET, AS MEASURED AT RIGHT ANGLES TO THE EAST
LINE THEREOF) AND THEN EXTENDING EAST ACROSS THE EAST 660 FEET AFORESAID TO
SANDS ROAD, SAID DRIVEWAY APPROXIMATELY 30 FEET IN WIDTH AND HAVING ITS
SOUTHERLY LINE 20 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID EAST 660
FEET, IN MC HENRY COUNTY, ILLINOIS.



739050

File No.: CC14525

LEGAL DESCRIPTION:

LOT 1 IN U-HAUL CENTER OP AURORA SUBDIVISION, BEING A SUBDIVISION IN THE
NORTHEAST 1/4 OF SECTION 28 TOWNSHIP 38 NORTH RANGE 9 EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 19, 2001 AS
DOCUMENT R2001-148206, IN DUPAGE COUNTY ILLINOIS.



757053
File No.: CC21594

LEGAL DESCRIPTIONS

THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21, TOWNSHIP 37 NORTH,
RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, EXCEPTING THEREFROM THE FOLLOWING
DESCRIBED FOUR PARCELS: THE WEST 960.0 FEET OF THE NORTH 941.0 FEET OF THE
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21, AFORESAID; THE NORTH
908.0 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21,
AFORESAID, EXCEPT THE WEST 960.0 FEET; THE EAST 484 FEET OF THE SOUTH 180.0 FEET
OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21 AFORESAID; AND
THAT PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21,
AFORESAID, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EAST LINE OF SAID
NORTHEAST QUARTER, DISTANT SOUTH 01 DEGREES 53 MINUTES 59 SECONDS EAST (ASSUMED
BEARING), 908.05 FEET FROM THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID
SECTION 21; THENCE CONTINUING SOUTH 01 DEGREES 53 MINUTES 59 SECONDS EAST ALONG
SAID EAST LINE, 233.88 FEET TO THE NORTH LINE OF THE SOUTH 180.0 FEET OF THE
EAST 484.0 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID
SECTION 21; THENCE SOUTH 88 DEGREES 41 MINUTES 40 SECONDS WEST ALONG SAID NORTH
LINE, 83.45 FEET; THENCE NORTH 01 DEGREES 53 MINUTES 06 SECONDS WEST, 95.87
FEET; THENCE NORTH 00 DEGREES 58 MINUTES 38 SECONDS EAST, 100.12 FEET; THENCE
NORTH 01 DEGREES 53 MINUTES 06 SECONDS WEST, 37.94 FEET TO THE SOUTH LINE OF THE
NORTH 908.0 FEET OF THE NORTHEAST QUARTER OF SAID NORTHEAST QUARTER; THENCE
NORTH 88 DEGREES 41 MINUTES 03 SECONDS EAST ALONG SAID SOUTH LINE, 78.39 FEET TO
THE POINT OF BEGINNING, ALL IN WILL COUNTY, ILLINOIS.



                                   Site 759051
                       1650 w 81ST Avenue, Merrillville IN
                         Exhibit "A" -Legal Description

Situated in the State of Indiana, in the County of Lake and the Town of
Merrillville:

Parcel I

Part of the South Half of the Southeast Quarter of the Northeast Quarter of
Section 20, Township 35 North, Range 8 West of the 2nd P.M. described as:
Commencing at a point on the North line of State Road No. 30, which is 12 rods
West of the East line of said tract and running thence North 661.32 feet, more
or less, to the North line of said tract; thence West 66 feet; thence South
661.32 feet, more or less, to the North line of said State Road No. 30; thence
East 66 feet to the Place of Beginning, in Lake County, Indiana.

Parcel II

Lot 2 of Metro Self Storage, Plat of P.U.D. Amendment to the Town of
Merrillville, Lake County, Indiana, as shown in Plat Book 79, page 26, in Lake
County, Indiana.

The above Parcel I and Parcel II have now been described by a Modernized
Perimeter Legal Description as prepared by Landata Site Services as File
#2003-04-0022 and F.S. Land Company as Project #LSLD032216, dated April 26, 2003
and last revised March__, 2004, more particularly described as follows:

Beginning at an existing Dick at the Northeast Corner of Section 20, Township 35
North, Range 8 West of the Second Principal Meridian, Lake County, Indiana;
thence South 00 degrees 20 minutes 54 seconds West, 2037.63 feet to a point;
thence North 89 degrees 39 minutes 06 seconds West, 189.79 feet to the True
Point of Beginning, said point being South 0.57 feet, East 0.27 feet from an
existing 2 inch Iron Pipe; thence South 00 degrees 17 minutes 35 degrees East,
622.13 feet to a point on the North right-of-Way line of U.S. Highway No. 30
(A.K.A. West 81st Street), said point being South 1.09 feet from an existing 2
inch Iron Pipe; thence following said North Right-of-Way North 89 degrees 12
minutes 54 seconds West, 65.80 feet to a point, said point being North 0.17
feet, and West 0.24 feet from an existing Iron Pipe; thence leaving said
Right-of-Way line, and following the East line of an existing 40 foot Frontage
Road North 00 degrees 01 minutes 45 seconds West, 40.00 feet to a set #5 Rebar;
thence following the South line of said 40 foot Frontage Road North 89 degrees
12 minutes 45 seconds West, 149.71 feet to an existing Rebar; thence leaving the
North line of said 40 foot Frontage Road North 00 degrees 00 minutes 08 seconds
West, 418.22 feet to a set #5 Rebar; thence North 89 degrees 39 minutes 48
seconds West, 352.71 feet to a point, said point being South 0.15



feet and East 0.26 feet from an existing Rebar; thence North 00 degrees 00
minutes 00 seconds West, 162.33 feet to a set #5 Rebar; thence South 89 degrees
39 minutes 06 seconds East, 565.14 feet to the True Point of Beginning.



                                   Site 734032
                         9250 Marshall Drive, Lenexa KS
                        Exhibit "A" - Legal Description

TRACT I:

COMMENCING AT THE NORTHWEST CORNER OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF THE
SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 12 SOUTH, RANGE 24 EAST, IN THE CITY OF
LENEXA, JOHNSON COUNTY, KANSAS; THENCE SOUTH 0 degrees 16'20" EAST A DISTANCE OF
538.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 0 degree
16'20" EAST A DISTANCE OF 159.70 FEET TO A POINT; THENCE SOUTH 89 degrees 43'40"
EAST A DISTANCE OF 0.92 FEET TO A POINT; THENCE SOUTH 0 degree 16'20" EAST A
DISTANCE OF 29.31 FEET TO A POINT; THENCE SOUTH 7 degrees 25'30" EAST A DISTANCE
OF 47.30 FEET TO THE POINT OF BEGINNING OF A CURVE TO THE LEFT; THENCE ON SAID
CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 2 degrees 49'01" A RADIUS OF 592.29
FEET AND A LENGTH OF 29.12 FEET TO A POINT OF REVERSED CURVATURE; THENCE FROM
SAID POINT OF REVERSED CURVATURE; ON A CURVE TO THE RIGHT, SAID CURVE TO THE
RIGHT HAVING A CENTRAL ANGLE OF 7 degrees 04'19" A RADIUS OF 614.29 FEET AND A
LENGTH OF 75.82 FEET TO A POINT; THENCE NORTH 89 degrees 47'30" EAST, A DISTANCE
OF 238.52 FEET TO A POINT; THENCE SOUTH 53 degrees 23'50" EAST A DISTANCE OF
201.74 FEET TO A POINT IN THE WESTERLY RIGHT OF WAY LINE OF INTERSTATE HIGHWAY
35; THENCE NORTH 36 degrees 36'10" EAST ALONG THE SAID WESTERLY RIGHT OF WAY
LINE A DISTANCE OF 240.00 FEET TO A POINT; THENCE NORTH 53 degrees 23'50" WEST A
DISTANCE OF 448.50 FEET TO A POINT; THENCE SOUTH 89 degrees 47'30" WEST A
DISTANCE OF 204.77 FEET TO THE TRUE POINT OF BEGINNING, EXCEPT THAT PART IN
STREETS AND ROADS.

TRACT II:

COMMENCING AT THE NORTHWEST CORNER OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF THE
SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 12 SOUTH, RANGE 24 EAST, IN THE CITY OF
LENEXA, JOHNSON COUNTY, KANSAS; THENCE SOUTH 0 degree 16'20" EAST A DISTANCE OF
538.48 FEET TO A POINT; THENCE NORTH 89 degrees 47'30" EAST A DISTANCE OF 204.77
FEET TO A POINT; THENCE SOUTH 53 degrees 23'50" EAST A DISTANCE OF 86.50 FEET TO
THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 53 degrees 23'50" EAST A
DISTANCE OF 362.00 FEET TO A POINT IN THE WESTERLY RIGHT OF WAY OF INTERSTATE
HIGHWAY 35; THENCE NORTH 36 degrees 36'10" EAST ALONG THE SAID WESTERLY RIGHT OF
WAY OF INTERSTATE HIGHWAY 35, A DISTANCE OF 34.00 FEET TO A POINT; THENCE NORTH
53 degrees 23'50" WEST A DISTANCE OF 362.00 FEET TO A POINT; THENCE SOUTH 36
degrees 36'10" WEST A DISTANCE OF 34.00 FEET TO THE TRUE POINT OF BEGINNING,
EXCEPT THAT PART IN STREETS AND ROADS.

TRACT III:

A TRACT OF LAND IN THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 34,
TOWNSHIP 12, RANGE 24, JOHNSON COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNING AS THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SECTION 34,
TOWNSHIP 12, RANGE 24 EAST; THENCE SOUTH 89 degrees 48'20" WEST, ALONG THE NORTH
LINE OF THE


NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 34, 414.10 FEET TO A POINT;
THENCE SOUTH 0 degree 16'20" EAST, 288.30 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 89 degrees 48'20" EAST, 34.00 FEET TO A POINT; THENCE SOUTH 0
degree 16'20" EAST 217.13 FEET TO A POINT; THENCE SOUTH 53 degrees 23'50" EAST,
406.00 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY
35; THENCE SOUTH 36 degrees 36'10" WEST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF
INTERSTATE HIGHWAY 35, 39.00 FEET TO A POINT; THENCE NORTH 53 degrees 23'50'
WEST, 419.25 FEET TO A POINT; THENCE NORTH 0 degree 16'20" EAST, 240.43 FEET TO
THE TRUE POINT OF BEGINNING, EXCEPT THAT PART IN STREETS OR ROADS.

TRACT IV: (ACCESS EASEMENT)

EASEMENT FOR THE BENEFIT OF TRACT I AS CREATED BY EASEMENT AGREEMENT DATED JULY
3,1984, AND RECORDED ON JULY 9,1984 IN VOLUME 2033, PAGE 274 FOR AN ADDITIONAL
PARKING AREA, OVER, UNDER AND ACROSS THE LAND DESCRIBED AS FOLLOWS:

ALL THAT PART OF THE NW 1/4 OF THE SE 1/4 OF SECTION 34, TOWNSHIP 12, RANGE 24,
NOW IN THE CITY OF LENEXA, JOHNSON COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED
AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NW 1/4 OF THE SE 1/4 OF
SAID SECTION 34; THENCE S 89 degrees  48' 20" W, ALONG THE NORTH LINE OF THE NW
1/4 OF THE SE 1/4 OF SAID SECTION 34, A DISTANCE OF 662.67 FEET, TO THE
NORTHWEST CORNER OF THE E 1/2 OF THE NW 1/4 OF THE SE 1/4 OF SAID SECTION 34;
THENCE S 0 degree  16' 20" E, ALONG THE WEST LINE OF THE E 1/2 OF THE NW 1/4 OF
THE SE 1/4 OF SAID SECTION 34; A DISTANCE OF 508.48 FEET, TO THE TRUE POINT OF
BEGINNING OF SUBJECT TRACT; THENCE CONTINUING S 0 degree  16' 20" E, ALONG THE
WEST LINE OF THE E 1/2 OF THE NW 1/4 OF THE SE 1/4 OF SAID SECTION 34, A
DISTANCE OF 30 FEET; THENCE N 89 degrees  47' 30" E, A DISTANCE OF 204.77 FEET;
THENCE S 53 degrees  23' 20" E, A DISTANCE OF 86.50 FEET; THENCE N 36 degrees
36' 10" E, A DISTANCE OF 34 FEET; THENCE N 53 degrees  23' 20" W, A DISTANCE OF
57.25 FEET; THENCE N 0 degree  16' 20" W, A DISTANCE OF 20.31 FEET; THENCE S 89
degrees 47' 30" W, A DISTANCE OF 248.57 FEET, TO THE POINT OF BEGINNING OF
SUBJECT TRACT. SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS SET FORTH IN SAID
INSTRUMENT.



                                     884057
                      4100 Barksdale Blvd. Bossier City, LA
                        Exhibit "A" - Legal Description

LOT 11, PLANTATION PLAZA, SUBDIVISION, UNIT 2, AS PER PLAT THEREOF RECORDED IN
BOOK 583, PAGE 319 OF THE CONVEYANCE RECORDS OF BOSSIER PARISH, LOUISIANA,
TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS LOCATED THEREON, HAVING A MUNICIPAL
ADDRESS OF 4100 BARKSDALE BOULEVARD, #108, BOSSIER CITY, LOUISIANA 71112 AND ALL
BENEFICIAL RIGHTS AS SET FORTH IN THOSE CERTAIN LAND USE RESTRICTIONS RECORDED
UNDER REGISTRY NUMBER 361039 AS AMENDED PER DOCUMENT RECORDED UNDER REGISTRY
NUMBER 390586, AND AS PER PARTY WALL AGREEMENT RECORDED UNDER REGISTRY NUMBER
368673, RECORDS OF BOSSIER PARISH, LOUISIANA.



                                    EXHIBIT A

A certain piece of property located in Chicopee, Massachusetts, Hampden County,
being shown on a plan of land entitled "Plan of Land in Chicopee,
Massachusetts", prepared for BMO Global Capital Solutions, Inc., prepared by
Huntley Associates, P.C., dated March 16, 2004, recorded in Plan Book 332. Page
39, with the Hampden County Registry of Deeds, bounded and described as follows:

            DESCRIPTION OF PARCEL
            BEGINNING AT A POINT AT THE INTERSECTION OF THE EASTERLY LINE OF
            GRANBY ROAD WITH THE SOUTHERLY LINE OF BAY STATE ROAD;

            THENCE, RUNNING N 82 degrees 34'56"E ALONG THE SOUTHERLY LINE OF BAY
            STATE ROAD A DISTANCE OF 4.00 FEET TO A POINT;

            THENCE, RUNNING S07 degrees 25'04"E ALONG LAND NOW OR FORMERLY OF
            ROBERT P. DOYLE. JR. A DISTANCE OF 98.31 FEET TO A POINT;

            THENCE, RUNNING N83 degrees 32'56"E ALONG LAND NOW OR FORMERLY OF
            SAID DOYLE A DISTANCE OF 122.88 FEET TO A POINT;

            THENCE, RUNNING S07 degrees 25'04'E ALONG LAND NOW OR FORMERLY OF
            DAVID C. TRUDELL A DISTANCE OF 15.68 FEET TO A POINT;

            THENCE, RUNNING N84 degrees 19'07"E ALONG LAND NOW OR FORMERLY OF
            SAID TRUDELL A DISTANCE OF 81.02 FEET TO A POINT;

            THENCE, RUNNING S08 degrees 07'42"E ALONG THE WESTERLY LINE OF
            MONTGOMERY STREET A DISTANCE OF 248.67 FEET TO A POINT;

            THENCE, RUNNING S84 degrees 34'36"W ALONG LAND NOW OR FORMERLY OF
            GLS LEASCO, INC. A DISTANCE OF 238.22 FEET TO A POINT;

            THENCE, RUNNING N'01 degrees 04'24"W ALONG LAND NOW OR FORMERLY OF
            GLS LEASCO, INC. A DISTANCE OF 226.51 FEET TO A POINT; A DISTANCE OF
            2260 FEET TO A POINT;

            THENCE, RUNNING N35 degrees 54'39"E ALONG THE EASTERLY LINE OF
            GRANBY ROAD A DISTANCE OF 279.63 FEET TO THE POINT OF BEGINNING.



796036

                                    EXHIBIT A
                                 (Descriptions)

All those certain parcels of land with the buildings thereon situated at
Washington Street, in the City/Town of Stoughton, County of Norfolk, State of
Massachusetts, and more particularly described

TRACT I

      Parcel A

      That certain parcel of land with the buildings thereon, situated at 224
      Washington Street in Stoughton, Norfolk County, Massachusetts, and
      severally bounded and described as follows:

      The land in said Stoughton, with the buildings thereon, on the easterly
      side of Washington Street and being shown as the parcel marked "Land of
      Tarchara, (Bernard G., Cardine S.)" on a plan entitled "Plan of Land in
      Stoughton Owned by Bernard G. and Cardine S. Tarchara" surveyed by I. J.
      McCann in 1954, said plan recorded with Norfolk Deeds Plan No. 386 of 1955
      in Book 3356, Page 194, and according to said plan bounded and described
      as follows:

      WESTERLY   by Washington Street, 99.00 feet;
      NORTHERLY  by land now or formerly of one Raymond, 508.00 feet;
      EASTERLY   by Lot A as shown on said plan, 99.00 feet;
      SOUTHERLY  by land now or formerly of one Adams and in part by Lot B, as
                 shown on said plan, a total distance of 508.00 feet.

      Being the same land conveyed by deed dated June 1, 1977 and recorded with
      Norfolk Deeds in Book 5338, Page 286.

      Parcel B

      That certain parcel of land and buildings thereon and numbered 232
      Washington Street; Stoughton, Massachusetts bounded and described as
      follows:

      Beginning at a corner of land of Bernard G and Cardina Tarchara and
      running:

      EASTERLY   by said Tarachara land 500 feet to a corner, thence

      SOUTHERLY  by land of John Gomes 60 feet; thence

      WESTERLY   by land of Manuel and Sabastian Gomez, Joseph M. and Ruth L.
                 Gomes, Gordon Henry Lewis, Jr. and Valerie C. Lewis and Will H.
                 and Victor Dino 500 feet to said Washington Street; thence

      NORTHERLY by said Washington Street to the point of beginning, 60 feet.



TRACT II

      Parcel A

      The land in said Stoughton on the Easterly line of said Washington Street
      and bounded:

      Beginning on said Washington Street at a stake in the Northerly line of a
      private way 40 feet wide, recently laid out by James Lonergan thence
      running

      EASTERLY by said private way one hundred and sixty (160) feet to remaining
      lands of James Lonergan thence

      NORTHERLY by James Lonergan's land by a line parallel with Washington
      Street sixty (60) feet to a stake thence

      WESTERLY by the homestrad lot of James Lonergan by a line parallel with
      the first course one hundred and sixty (160) feet to a stake at Washington
      Street thence

      SOUTHERLY by said street sixty (60) feet to a point of beginning.

      Parcel B

      The land in Stoughton, Norfolk County, Massachusetts being number 240 in
      the numbering of Washington Street, bounded and described as follows:

            WESTERLY by Washington Street one hundred seven and 00/100 (107)
            feet more or less;

            NORTHERLY by land now or formerly of Abren three hundred thirty-nine
            and 50/100 (339.50) feet;

            EASTERLY by Lot 1 as shown on a plan hereinafter mentioned one
            hundred sixty-nine and 00/100 (169) feet;

            SOUTHERLY by Charles Avenue one hundred seventy-one and 55/100
            (171.55) feet;

            WESTERLY by land now or formerly of Lonergan sixty and 00/100 (60)
            feet;

            SOUTHERLY by said land now or formerly of Lonergan one hundred sixty
            and 00/100 (160) Feet.

            Said premises are shown on a plan entitled "Plan of House lots
            belonging to Charles Adams" dated October 17, 1926, Walter G. Pratt,
            Surveyor, filed with Norfolk Registry of Deeds at the end of Book
            1728.



      For title to Parcel I see deed dated August 28, 1978, recorded in Book
      5508, Page 330 and deed dated August 29, 1978, recorded in Book 5508, Page
      331 and by deed dated June 1, 1977 and recorded with Norfolk Deeds in Book
      5338, Page 286.

      For title to Parcel II see deed dated March 21, 1989 and recorded in Book
      8269, Page 736.

      Note: Recorded instruments referred to herein are recorded with Norfolk
      County Registry of Deeds.

      Also described as:

      BEGINNING AT A POINT, said point is the intersection of the easterly
      sideline of Washington Street and the northerly sideline of Charles
      Avenue; thence

      N 01 degrees 41' 00" E Three hundred twenty-five and 17/100 (325.17) feet
                            by said easterly sideline of Washington Street to a
                            point; thence

      S 88 degrees 17' 11" E Five hundred seven and 45/100 (507.45) feet by land
                            Now or formerly trustees of Yung-Lau Realty Trust;
                            thence

      S 01 degrees 20' 09" W Ninety-nine and 00/100 (99.00) feet to a point;
                            thence

      N 88 degrees 17' 11" W Eight and 00/100 (8.00) feet a point; thence

      S 02 degrees 14' 12' W Sixty and 00/100 (60.00) feet to a point, the last
                            three (3) courses being by land now or formerly the
                            Gomes Family Trust; thence

      N 88 degrees 31' 51" W One hundred sixty and 50/100 (160.50) feet by land
                            now or formerly Scott and Barbara Hersee, by land
                            now or formerly Andrea L. Geroux and by land now or
                            formerly Denise Brahm to a point; thence

      S 04 degrees 12' 18" W One hundred sixty-nine and 00/100 (169.00) feet by
                            land now or formerly Denise M. Brahm to a point;
                            thence

      N 87 degrees 47' 26" W Three hundred thirty-one and 55/100 (331.55) feet
                            by said northerly sideline of Charles Avenue to the
                            POINT OF BEGINNING.



                                  Site 818034
                      8671 Central Avenue, Capital Hts, MD
                         Exhibit "A"-Legal Description

All that lot or parcel of land located in the 13th Election District of Prince
George's County, Maryland and described as follows:

Part of Parcel "A" in a Subdivision known as "Hampton Park": as per plat thereof
recorded in Plat Book W.W.W. 74 at Plat 5 among the Land Records of Prince
George's County, Maryland, being more particularly described as follows:

BEGINNING at a point on the southerly right of way line of Central Avenue,
Maryland Route #214, said point being a corner to R.H. and Anne and Amy Bryant,
et al., Map 74 Parcel 10 said point being an iron pipe set North 82 degrees 54'
20" East 44.60 feet from a nail found at the corner with Parcel "K" HAMPTON
PARK, RECORDED IN Plat Book No. 94, Plat 13, said point being the point of
beginning of the herein described parcel.

1.    thence with said right of way line of Central Avenue N 82 degrees 54' 20"
      E 207.97 feet to a point.

2.    thence N 87 degrees 44' 29" E 82.32 feet to a point being a corner with
      Parcel "Q", HAMPTON PARK, Plat Book 102, Plat No. 69, said point being S
      07 degrees 05' 40" E 6.94 feet from a rebar found

3.    thence departing said right of way line of Central Avenue and running with
      the line of Parcel "Q", S 07 degrees 05' 40" E. 503.06 feet to an iron
      pipe found

4.    thence continuing with the line of Parcel "Q" and further with the line of
      R.H. and Ann and Amy Bryant, et al., Map 74 Parcel 10, S 82 degrees 54'
      20" W 290.00 feet to an iron pipe found

5.    thence N 07 degrees 05' 40" W 510.00 feet to the point of beginning and
      containing 3.3888 acres more or less.



                                  Site 729051
                        6895 151st St W, Apple Valley MN
                         Exhibit "A"-Legal Description

Lot 1, Block 1, U Haul Apple Valley Addition, according to the recorded plat
filed as October 26, 2000, as Document Number 1727253, Dakota County, Minnesota.



                                     736054
                          2000 Highway K, O'Fallon MOf
                         Exhibit "A"-Legal Description

A TRACT OF LAND BEING ALL OF TRACT B OF "K C CENTER", A SUBDIVISION ACCORDING TO
THE PLAT THEREOF RECORDED IN PLAT BOOK 35 PAGE 104 OF THE ST. CHARLES COUNTY
RECORDS, ALSO BEING PART OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 33,
TOWNSHIP 47 NORTH, RANGE 3 EAST OF THE FIFTH PRINCIPAL MERIDIAN, ST. CHARLES
COUNTY, MISSOURI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF LOT 19 OF "WINDING WOODS PLAT ONE", A
SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 31 PAGE 249 OF
THE ST. CHARLES COUNTY RECORDS, SAID POINT BEING ALSO THE NORTHEAST CORNER OF
PROPERTY CONVEYED TO KNIGHTS OF COLUMBUS ASSOCIATION OF O' FALLON, MISSOURI BY
DEED RECORDED IN BOOK 783 PAGE 1337 OF THE ST. CHARLES COUNTY RECORDS THENCE
SOUTHWARDLY ALONG THE EAST LINE OF SAID KNIGHTS OF COLUMBUS PROPERTY SOUTH 00
DEGREES 03' 30" EAST 150.00 FEET TO THE ACTUAL POINT OF BEGINNING OF THE
DESCRIPTION HEREIN; THENCE CONTINUING ALONG SAID EAST LINE OF THE KNIGHTS OF
COLUMBUS PROPERTY SOUTH 00 DEGREES 03' 30" EAST 208.37 FEET TO THE NORTHEAST
CORNER OF PROPERTY CONVEYED TO MARK AND DIANE KEEVEN AND GREGORY AND PAULA
KEEVEN BY DEED RECORDED IN BOOK 1693 PAGE 1421 OF THE ST. CHARLES COUNTY
RECORDS; THENCE WESTWARDLY ALONG THE NORTH LINE OF SAID KEEVEN PROPERTY, AND THE
EXTENSION THEREOF SOUTH 45 DEGREES 27' 15" WEST 21.02 FEET; AND NORTH 89 DEGREES
02' 00" WEST 421.47 FEET TO A POINT IN THE EAST LINE OF MISSOURI STATE HIGHWAY
K, SAID POINT BEING 64.49 FEET PERPENDICULARLY DISTANT EAST OF MISSOURI STATE
HIGHWAY K CENTERLINE STATION 69+05.14, THENCE ALONG THE SAID EAST RIGHT OF WAY
LINE OF MISSOURI STATE HIGHWAY K, NORTH 05 DEGREES 38' 20" EAST 105.66 FEET TO A
POINT BEING 75.00 FEET PERPENDICULARLY DISTANT EAST OF MISSOURI STATE HIGHWAY K
CENTERLINE STATION 68+00 THENCE CONTINUING ALONG SAID EAST RIGHT OF WAY LINE
BEING 75.00 FEET PERPENDICULARLY DISTANT EAST OF AND PARALLEL TO THE SAID
CENTERLINE OF MISSOURI STATE HIGHWAY K, NORTH 00 DEGREES 04' 18" WEST 118.05
FEET TO A POINT; THENCE LEAVING SAID EAST RIGHT OF WAY LINE, SOUTH 89 DEGREES
02' 00" EAST 426.01 FEET TO THE POINT OF BEGINNING.

Parcel ID: 2-061-8004-00-000B

TOGETHER WITH EASEMENT FOR INGRESS AND EGRESS RECORDED IN BOOK 2089, PAGE 746.

Property address: 2000 Highway K.




                                     736051
                      3990 N. Service Road, St. Peters, MO
                         Exhibit "A"-Legal Description

Lot 1 of Ehlmann North Service Road Commercial, as per plat recorded in plat
book 35 page 261 and plat book 36 page 127 of the St. Charles County Records.

Property address: 3990 N. Service Road



                                     884024
                        1303 W. 7th St., Hattiesburg, MS
                         Exhibit "A" - Legal Description

A PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP
4 NORTH, RANGE 13 WEST, IN THE CITY OF HATTIESBURG, FORREST COUNTY, MISSISSIPPI,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID
NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, AND THENCE RUN WEST ON AND ALONG THE
CENTERLINE OF WEST 7th STREET AS PRESENTLY LOCATED IN THE CITY OF HATTIESBURG,
MISSISSIPPI, FOR 413.5 FEET, THENCE RUN NORTH FOR 25 FEET TO THE NORTH
RIGHT-OF-WAY LINE OF SAID WEST 7th STREET TO AND FOR THE POINT OF BEGINNING,
THENCE, FROM SAID POINT OF BEGINNING, RUN WEST ON AND ALONG SAID NORTH
RIGHT-OF-WAY LINE FOR 15 FEET, THENCE RUN 01 DEGREES 06 MINUTES EAST FOR 695
FEET, THENCE RUN EAST FOR 342.5 FEET, THENCE RUN SOUTH 01 DEGREES 06 MINUTES
WEST FOR 395 FEET, THENCE RUN WEST FOR 75 FEET, THENCE RUN NORTH 01 DEGREES 06
MINUTES EAST FOR 178.5 FEET, THENCE RUN WEST FOR 252.5 FEET, THENCE RUN SOUTH 01
DEGREES 06 MINUTES WEST FOR 478.5 FEET BACK TO THE POINT OF BEGINNING, TOGETHER
WITH ALL IMPROVEMENTS THEREON AND ALL APPURTENANCES THEREUNTO BELONGING,
EXPRESSLY INCLUDING, BUT WITHOUT LIMITATION, THE CERTAIN MINI WAREHOUSE THERE
LOCATED.

AND ALSO:

RECORD DESCRIPTION FOR TRACT 2: 2-028H-05-002.00

A PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP
4 NORTH, RANGE 13 WEST, IN THE CITY OF HATTIESBURG, FORREST COUNTY, MISSISSIPPI,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID
NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, AND THENCE RUN WEST ON AND ALONG THE
CENTERLINE OF WEST 7th STREET AS PRESENTLY LOCATED IN THE CITY OF HATTIESBURG,
MISSISSIPPI FOR 413.5 FEET, THENCE RUN NORTH FOR 25 FEET TO THE NORTH
RIGHT-OF-WAY LINE OF SAID WEST 7th STREET TO AND FOR THE POINT OF BEGINNING,
THENCE, FROM SAID POINT OF BEGINNING, RUN NORTH 01 DEGREES 06 MINUTES EAST FOR
478.5 FEET, THENCE RUN EAST FOR 252.5 FEET, THENCE RUN SOUTH 01 DEGREES 06
MINUTES WEST FOR 178.5 FEET, THENCE RUN WEST FOR 150.00 FEET, MORE OR LESS, TO A
POINT, THENCE RUN SOUTH FOR 300 FEET TO THE NORTH LINE OF AFORESAID WEST 7th
STREET, THENCE RUN WEST ALONG THE NORTH LINE OF SAID STREET FOR 102.5 FEET BACK
TO THE POINT OF BEGINNING, TOGETHER WITH ALL IMPROVEMENTS THEREON AND ALL
APPURTENANCES THEREUNTO BELONGING.

AND ALSO;

RECORD DESCRIPTION FOR TRACT 3: 2-028H-05-003.00

A PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP
4 NORTH RANGE 13 WEST, IN THE CITY OF HATTIESBURG, FORREST COUNTY, MISSISSIPPI,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID
NORTHEAST QUARTER OF THE SOUTHEAST QUARTER AND THENCE RUN NORTH FOR 325 FEET TO
AND FOR THE POINT OF BEGINNING, THENCE, FROM SAID POINT OF BEGINNING, RUN THENCE
WEST 86 FEET, THENCE RUN NORTH FOR 395 FEET, THENCE RUN EAST FOR 86 FEET, AND
THENCE RUN SOUTH 395 FEET BACK TO THE POINT OF BEGINNING TOGETHER WITH ALL
IMPROVEMENTS THEREON AND ALL APPURTENANCES THEREUNTO BELONGING, EXPRESSLY
INCLUDING, BUT WITHOUT LIMITATION, THE CERTAIN RIGHTS OF DIRECT INGRESS TO AND
EGRESS FROM SAID TRACT FROM AND TO WEST 7th STREET IN THE CITY OF HATTIESBURG,
MISSISSIPPI, ACROSS LANDS TO THE SOUTH OF THE TRACT, AS PROVIDED UNDER THE
CERTAIN WARRANTY DEED FROM C. F. NITSCHKE ETUX TO VANDER W. DAVIS ETUX, DATED
OCTOBER 14, 1940, AND RECORDED IN THE OFFICE OF THE CHANCERY CLERK OF FORREST
COUNTY, MISSISSIPPI, IN LAND DEED BOOK 62 AT PAGE 111.



                                     780022
                    3919 E. Franklin Blvd, Gastonia NC 28052
                        Exhibit "A" - Legal Description

Being all of Lot(s) 28-39, 77-79, Banks L. McArver property, as shown on map
recorded in Plat Book 3, Page 57, Gaston County Registry.



                                   SITE 883046
                      8505 N. CRESCENT BLVD, PENNSAUKEN NJ
                        EXHIBIT "A" - LEGAL DESCRIPTION

ALL THAT CERTAIN lot or parcel of ground situate in the Township of Pennsauken,
County of Camden, State of New Jersey bounded and described as follows:

BEGINNING at a point located on the North right of way line of North Crescent
Boulevard (New Jersey State Highway 130) said point being situate South 65
degrees 52 minutes 00 seconds West a distance of 88.59 feet from a point located
at the intersection of the extended West right of way line of Hylton Road with
the aforementioned North right of way line of North Crescent Boulevard (New
Jersey State Highway 130);

THENCE from the place of beginning along the aforementioned North right of way
line of North Crescent Boulevard (New Jersey State Highway 130); South 65
degrees 52 minutes 00 seconds West for a distance of 187.90 feet to a point;
thence, North 24 degrees 41 minutes 20 seconds West for a distance of 326.70
feet to a point; thence North 65 degrees 52 minutes 00 seconds East for a
distance of 161.00 feet to a point; thence South 24 degrees 41 minutes 20
seconds East for a distance of 110.57 feet to a PK nail; thence North 65 degrees
52 minutes 00 seconds East for a distance of 221.01 feet to a point; thence
along the aforementioned West right of way line of Hylton Road, South 1 degree
26 minutes 27 seconds West for a distance of 147.04 feet to a point; thence
further along the same around a curve having an angle of 64 degrees 25 minutes
35 seconds a radius of 142.50 feet a tangent of 89.78 feet an arc of 160.23 feet
for a chord course of South 33 degrees 39 minutes 14 seconds West for a distance
of 151.93 feet to a point; thence still further along the same South 24 degrees
08 minutes 00 seconds East for a distance of 2.50 feet to the place of
beginning.

TOGETHER WITH the benefits in Sign Easement contained in Deed Book 4266 Page
423.

Being Tax Block 2107 Lot 10.



                                     724026
                       1401 RIO RANCHO BLVD, RIO RANCHO NM
                        EXHIBIT "A" - LEGAL DESCRIPTION

Tract F-1B1, Unit Sixteen, as the same is shown and designated on the plat
entitled "SUMMARY PLAT TRACT F-1B1, A REPLAT OF TRACT "F-1B" AND A PORTION OF
TRACT F, UNIT SIXTEEN, WITHIN PROJECTED SECTION 30, T.12N., R3E., N.M.P.M., CITY
OF RIO RANCHO, TOWN OF ALAMEDA GRANT, SANDOVAL COUNTY, NEW MEXICO", filed in the
Office of the County Clerk of Sandoval County, New Mexico, on June 17, 1996, in
Volume 3, Folio 1455-B (Rio Rancho Estates Plat Book No. 9, Page 33).

TOGETHER WITH easement rights as set forth in Declaration of Reciprocal
Easements, filed October 9, 1970, recorded in Book Misc. 25, Page 852, as
Document No. 35249, records of Sandoval County, New Mexico. Said Easement having
been amended by Amendment of Reciprocal Easement by Release filed January 21,
1987, recorded in Book Misc. 200, page 630 as Document No. 95443, records of
Sandoval County, New Mexico, and amended by Amendment of Reciprocal Easement by
Release filed January 21, 1987, recorded in Book Misc. 200, page 633 as Document
No. 95444, records of Sandoval County, New Mexico, and amended by Amendment of
Reciprocal Easement by Release filed January 21, 1987, recorded in Book Misc.
200, page 636 as Document No. 95445, records of Sandoval County, New Mexico.



                                  Site 838058
                       1098 Stephanie Place, Henderson NV
                        Exhibit "A" - Legal Description

A TRACT OF LAND BEING A PORTION OF SECTION 34, TOWNSHIP 21 SOUTH, RANGE 62 EAST,
M.D.B. & M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF THE
NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 34; THENCE SOUTH 89degrees 23'21"
EAST ALONG THE NORTH LINE THEREOF, 529.53 FEET TO A POINT ON A NON-TANGENT
CURVE; THENCE TANGENT TO A BEARING OF SOUTH 04degrees 53'06" WEST, CURVING TO
THE RIGHT ALONG A CURVE BEING CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF
1000.00 FEET THROUGH A CENTRAL ANGLE OF 20degrees 42'20", AN ARC LENGTH OF
361.38 FEET TO A PONT, A RADIAL LINE TO SAID POINT BEARS SOUTH 64degrees 24'34"
EAST; THENCE NORTH 53degrees 31'34" WEST ALONG THE NORTHEASTERLY RIGHT OF WAY
LINE OF INTERSTATE ROUTE 515, 541.07 FEET TO A POINT ON THE WEST LINE OF THE
SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 34;
THENCE NORTH 00degrees 06'11" EAST ALONG SAID WEST LINE, 30.78 FEET TO THE POINT
OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN
DOCUMENT RECORDED MAY 18, 1995 IN BOOK 950518 OF OFFICIAL RECORDS, AS INSTRUMENT
NO. 00139, CLARK COUNTY, NEVADA.



                                  Site 838024
                     8620 S. Las Vegas Blvd., Las Vegas, NV
                        Exhibit "A" - Legal Description

Being a portion of the South Half (S 1/2) of Government Lots 180,181 and 275 in
Section 16, Township 22 South, Range 61 East, M.D.B. & M., Clark County, Nevada
more particularly described as follows:

Commencing at the Southwest corner of the Southwest Quarter (SW 1/4) of the
Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of said Section 16;
thence North 00degrees 00'02" West, a distance of 319.07 feet; thence South
89degrees 21'08" East, a distance of 100.01 feet to the Point of Beginning;

Thence North 00(degree)00'02" West, a distance of 159.36 feet; Thence South
89(degree)15'09" East, a distance of 561.31 feet; thence South 00degrees 02'20"
West, a distance of 158.39 feet; thence North 89degrees 21'08" West, a distance
of 561.19 feet to the point of beginning.

Excepting therefrom that portion of the land as conveyed to Clark County for
road purposes by deed recorded October 7, 1998 as Instrument No. 00754 in Book
981007 Official Records.

Further excepting therefrom that portion of the land as conveyed to Clark County
for road purposes by deed recorded October 7, 1998 as Instrument No. 00755 in
Book 981007 Official Records.



                                   Site 838025
                      333 North Nellis Blvd., Las Vegas, NV
                        Exhibit "A" - Legal Description

That portion of the North Half (N 1/2) of the Southeast Quarter (SE 1/4) of the
Northeast Quarter (NE 1/4) of Section 32, Township 20 South, Range 62 East,
M.D.B. & M., according to the Official Plat of said land on file in the Office
of the Bureau of Land Management, Clark County, Nevada, and being more
particularly described as follows:

Parcel Two (2), as shown by map thereof on file in File 1 of Parcel Maps, Page
81, in the Office of the County Recorder of Clark County, Nevada.



                                   Site 884068
                     2450 North Rainbow Blvd., Las Vegas, NV
                        Exhibit "A" - Legal Description

That portion of the Southwest One Quarter (SW 1/4) of Section 14, Township 20
South, Range 60 East, M.D.B. & M., according to the Official Plat of said land
on file in the Office of the Bureau of Land Management, Clark County, Nevada,
and being more particularly described as follows:

Parcel Two (2), as shown by map thereof on file in File 77 of Parcel Maps, Page
47, in the Office of the County Recorder of Clark County, Nevada.



                                   Site 838023
                       160 W. Craig Road, N. Las Vegas, NV
                        Exhibit "A" - Legal Description

PARCEL I:

THAT PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF THE NORTHEAST QUARTER (NE1/4)
OF SECTION 3, TOWNSHIP 20 SOUTH, RANGE 61 EAST, M. D. B. & M., CLARK COUNTY,
NEVADA, DESCRIBED AS FOLLOWS:

LOT 2 AS SHOWN BY MAP THEREOF IN FILE 97 OF PARCEL MAPS, PAGE 76 IN THE OFFICE
OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL II:

THE PERPETUAL RIGHT OF INGRESS AND EGRESS TO AND OVER LOTS 1 AND 2 IN FILE 97,
PAGE 76 OF PARCEL MAPS AS SET OUT IN INGRESS AND EGRESS EASEMENT RECORDED APRIL
14, 2000 IN BOOK 20000414 AS DOCUMENT 00921 , IN THE COUNTY RECORDERS OFFICE,
CLARK COUNTY, NEVADA.


                                   SITE 803034
                      780 E. 138th STREET, BRONX, NEW YORK
                         EXHIBIT "A" - LEGAL DESCRIPTION

ALL that certain plot, piece or parcel of land, situate, lying and being the
Borough and County of Bronx, City and State of New York, bounded and described
as follows:

BEGINNING at a corner formed by the intersection of the southerly side of 138th
Street and the easterly side of Willow Avenue;

RUNNING THENCE southerly along the easterly side of Willow Avenue 200 feet to
the corner formed by the intersection of the easterly side of Willow Avenue and
the northerly side of East 137th Street;

THENCE easterly along the northerly side of East 137th Street, 125 feet;

THENCE northerly parallel with the easterly side of Willow Avenue 100 feet to
the center line of the block;

THENCE easterly along the center line of the block 15.78 feet to the westerly
side of land conveyed by Santori Realty Corp. to G.B. Holding Corp. by deed
dated and recorded 10/7/41 in Bronx County Register's Office in Liber 1151 cp
36;

THENCE northerly along the westerly side of said last mentioned land as
described in the aforesaid deed 101.08 feet to the southerly side of East 138th
Street at a point thereon a distant 155.52 feet east of easterly side of Willow
Avenue;

THENCE westerly along the southerly side of East 138th Street 155.52 feet to the
point or place of BEGINNING.



                                     884075
                       3850 CLEVELAND AVENUE, COLUMBUS OH
                         EXHIBIT "A" - LEGAL DESCRIPTION

Situated in the City of Columbus, County of Franklin and State of Ohio, and
being all of the following 3 tracts of land in Quarter Township 1, Township 1
North, Range 18 West, United States Military lands:

1. An original 0.42 acre tract of land (less exceptions) conveyed as Exhibit A
to Marvin Kemp, Dale W. Long and Stephen W. McFarland by deed recorded in ORV
4846, Pages F13 and F15 of Franklin County Records.

2. An original 2.305 acre tract of land (less exceptions) conveyed as Exhibit B
to Dale W. Long, Marvin Kemp and Stephen McFarland, recorded in ORV 4846, Page
F15 of Franklin County Records.

3. An original 2.305 acre tract of land (less exception C) conveyed as Parcel 1
to Dale W. Long by deed recorded in ORV 4846, Page F18 of Franklin County
Records; and to Marvin R. Kemp and Stephen W. McFarland, recorded in ORV 4870,
Page H04 of Franklin County Records.

and being all of the following tract of land in Quarter Township 2, Township 1
North, Range 17 West, United States Military Lands:

A. 0.060 acre tract of land (0.056 acre by recent survey) conveyed as Parcel 2
to Dale W. Long, recorded in ORV 4846, Page F18; and to Marvin R. Kemp and
Stephen W. McFarland, recorded in ORV 4870, Page H04 of Franklin County Records,
all bounded and described as follows:

Beginning, at a P.K. Nail found at the intersection of the centerline of
Cleveland Avenue (80 feet wide) with the centerline of Case Road: thence South
70 deg. 15' 07" East, perpendicular to the centerline of Cleveland Avenue a
distance of 39.66 feet to a point in the East line of Cleveland Avenue; thence
South 19 deg. 44' 53" West, along the East line of Cleveland Avenue, a distance
of 145.46 feet to a P.K. Nail found in the South line of said original 0.42 acre
tract, in the North line of an original 1.997 acre tract of land conveyed to
Englefield, Inc., recorded in ORV 17965, Page 115 of Franklin County Records, at
the Southeast corner of a 0.16 acre tract of land conveyed out of said original
0.42 tract and out of said original 0.24 acre tract as Parcel 209-WD to the City
of Columbus for the right of way for Cleveland Avenue, recorded in ORV 1086,
Page BO5 of Franklin County Records, and at the true point of beginning of the
tract herein described; thence North 19 deg. 44' 53" East, along the East line
of Cleveland Avenue, along the East line of said 0.168 acre tract of land and
along the East line of a 0.117 acre tract of land conveyed out of said original
2.305 acre tract as Parcel 213-WD to the City of Columbus by deed recorded in
ORV 1086, Page B03 of Franklin County Records, a distance of 313.20 feet to an
iron pin found in the North line of said original 2.305 acre tract, in the South
line of an original 1.084 acre tract of land conveyed to Karl Ashcraft Memorial
Veterans of Foreign Wars of the United States of America, Post No. 3826,
recorded in ORV 13909, Page F01 of Franklin County Records, and at the Northeast
corner of said 0.117 acre tract; thence North 75 deg. 52' 47" East along a
portion of the South line of said original 1.084 acre tract and along the North
line of said 2.305 acre tract, along the North line of said 0.056 acre tract a
distance of 328.82 feet to an iron pin found in the curved West right of way
line of Conrail, at the Northeast corner of said 0.056 acre tract; thence
Southerly along the curved West right of way line of Conrail, along the curved
East line of said 0.056 acre tract, concentric with and 50 feet Westerly by
radial measurement from the centerline of Conrail and with a curve to the left,
data of which is: radius=2912.64 feet and subdelta=2 deg. 56' 07", a sub-chord
distance of 149.20 feet bearing South 00 deg. 32' 30" West to an iron pin set at
the Southernmost corner of said 0.056 acre tract and in an East line of said
original 2.305 acre tract; thence South 12 deg. 53' 12" East, along the tapering
West right of way line of Conrail, along an East line of said original 2.305
acre tract, a distance of 86.34 feet to an iron pipe found at a corner of said
original 2.305 acre tract; thence South 02 deg. 23' 39" East, along the West
right of way line of Conrail, parallel with and 33 feet Westerly by
perpendicular measurement from the centerline of Conrail and along an East line
of said original 2.305 acre tract a distance of 35.57 feet to an iron pin found
at the Southeast corner of said original 2.305 acre tract and at the Northeast
corner of said original 1.997 acre Englefield, Inc. tract of land; thence South
76 deg. 33' 39" West, along a South line of said original 2.305 acre tract,
along a portion of the South



line of said original 0.42 acre tract and along a portion of the North line of
said original 1.997 acre tract a distance of 456.55 feet to the point of
beginning; containing 2.342 acres of land and being subject to all easements and
restrictions of record of said 2.342 acres, 2.286 acres are within said Quarter
Township 1, Township 1 North, Range 18 West and 0.056 acres are within said
Quarter Township 1 North, Range 17 West, Basis of bearings is the centerline
bearing of Cleveland Avenue being North 19 deg. 44' 53" East as assumed by a
survey of Hockaden and Associates of the subject property in July 1997.



                                     884067
                        5715 W. 6th ST., STILLWATER OK
                         EXHIBIT "A" - LEGAL DESCRIPTION

Part of the North Half (N/2) of Lot One (1), of the Northwest Quarter (NW/4) of
Section Nineteen (19), Township Nineteen (19) North, Range Two (2) East of the
Indian Meridian, Payne County, State of Oklahoma, more particularly described as
follows:

From the Northwest Corner of said Lot 1,876.64 feet North 89 degrees 59'58" East
along the North line of said Lot 1 to the Point of Beginning;

Thence continuing North 89 degrees 159'58" East along said North line 241.06
feet to the West right-of-way line of Crosswinds Street;

Thence South 00 degrees 49'06" East along said right-of-way 125.50 feet;

Thence on a curve to the right of radius 956.92 feet, an arc length of 96.39
feet along said right-of-way;

Thence South 04 degrees 57'11" West along said right-of-way, 98.89 feet;

Thence on a curve to the left of radius 1026.92 feet, an arc length of 103.44
feet along said right-of-way;

Thence South 00 degrees 49'06" East along said right-of-way a distance of 110.21
feet;

Thence on a curve to the left of radius 546.78 feet an arc length of 106.50 feet
along said right-of-way;

Thence South 11 degrees 58'41" East along said right-of-way 18.38 feet to the
south line of said North Half of Lot 1;

Thence South 89 degrees 56'48" West along said South line 437.91 feet;

Thence North 00 degrees 02'24" East 460.56 feet;

Thence North 87 degrees 07'49" East 140.80 feet;

Thence North 02 degrees 30'22" West 55.00 feet;

Thence South 86 degrees 03'37" East 38.19 feet;

Thence North 21 degrees 57'45" East 41.60 feet;

Thence North 00 degrees 46'44" East 99.37 feet to the Point of Beginning.



                                     772057
                         1619 Mallory Lane, Brentwood TN
                         Exhibit "A" - Legal Description

Being a parcel of land in Brentwood, Williamson County, Tennessee, as shown on
Tax Map #53D, Group A, Parcel 37.00, also being Lot 2 of The Moore's Lane
Industrial Park, as shown on plat entitled, "the Resubdivision of Lots 2 and 2A,
as in Plat Book # 24, page # 34, said tract also being described in Book 2015,
page 848, Register's Office for Williamson County, Tennessee. Parcel lying west
of U.S. Interstate 65, east of U.S. Highway 31, north of Moore's Lane, west of
and adjacent to Mallory Lane. Said parcel being more fully described according
to a survey prepared by David B. Smith, RLS No. 1409, DBS & Associates
Engineering, dated May 9,2003, last revised March 9, 2004, Job No. SH10030, as
follows:

Beginning at an iron pin in the westerly right of way of Mallory Lane, (a 72
foot right of way), said pin also being North 10 deg. 28 min. 30 sec. East 273.7
feet more or less from the centerline intersection of said Mallory Lane and
Moore's Lane, said pin also being the northeast corner of the BP Exploration &
Oil Inc., property, (Book 1437, page 380), said BP Exploration & Oil Inc.
property, (Tax Map # 53D, Group A, Parcel 37.01), also being Lot # 2A, as shown
on plat entitled, "The resubdivision of Lots # 2 and 2A, and in Plat Book # 24,
page # 34, said pin also being the southeast corner of herein tract described;

Thence leaving said Mallory Lane and with the north line of said BP Exploration
& Oil Inc., property, North 49 deg. 40 min. 46 sec. West, 93.19 feet to an iron
pin;

Thence continuing with said north line of BP Exploration & Oil Inc., property,
North 80 deg. 31 min. 00 sec. West, 156.66 feet to an iron pin;

Thence continuing with said north line of BP Exploration & Oil Inc., property,
South 48 deg. 16 min. 39 sec. West, 62.80 feet to an iron pin, said pin being
the northwest corner of said BP Exploration & Oil Inc., property, said pin also
being in the northerly line of the Reed property, (Book 1212, page 491), said
Reed also being on Tax Map # 53D, Group A, Parcel 36.00;

Thence leaving side BP Exploration & Oil Inc., property and with said Reed
property, North 41 deg. 43 in. 21 sec. West, 146.74 feet to an iron pin in the
southerly right of way of the CSX Railroad property, (Book 83, page 344), (a 200
foot right of way), said pin also being the northwest corner of said Reed
property, said pin also being the southwest corner of said herein tract
described;

Thence leaving said Reed property and with said CSX Railroad property, North 48
deg. 16 min. 39 sec. East, 1892 feet to an iron pin;

Thence continuing with said CSX Railroad and on a curve to the left having a
radius of 3569.70 feet, a delta of 06 deg. 35 min. 46 sec., a tangent of 205.71
feet, an arc length of 410.96 feet, a chord bearing of North 44 deg. 58 min. 46
sec. East, for a chord distance of 410.73 feet to an iron pin, said pin also
being southwest corner of the Stewart property, (Book 1562, page 736), said
parcel also shown on (Tax Map # 53D, Group A, Parcel 37.01, said pin also being
the northwest corner of said herein tract described;

Thence leaving said CSX Railroad and with the south line of said Steward
property, South 43 deg. 07 min. 34 sec. East, 341.24 feet to an iron pin in said
westerly right of way of said Mallory Lane, said pin also being the southeast
corner of said Stewart property, said pin also being the northeast corner of
herein tract described;

Thence leaving said Stewart property and with said Mallory Lane and on a curve
to the right having a radius of 1368.65 feet, a delta of 05 deg. 41 min. 14
sec., a tangent of 67.98 feet, an arc length of 135.85 feet, a chord bearing of
South 37 deg. 28 min. 37 sec. West, for a chord distance of 135.79 feet to an
iron pin;

Thence continuing with said Mallory Lane, South 40 deg. 19 min. 14 sec. West
131.35 feet to the point of beginning.



Said tract containing 2.88 acres or 125,669 square feet.

Said tract being subject to all easements, right of ways, restrictions and
conveyances of record.

Being the same property conveyed to UH Storage (DE) Limited Partnership by deed
from BMO Global Capital Solutions, Inc. as Agent Lessor under the Amended and
Restated Master Lease and Open End Mortgage dated as July 27, 1999 of record in
Book__________, page______, Register's Office for
Williamson County, Tennessee.


                                     884078
                        2729 N. Collins St, Arlington TX
                         Exhibit "A" - Legal Description

Being a lot, tract or parcel of land situated in the William Mann Survey,
Abstract No. 955, City of Fort Worth, Tarrant County, Texas, and being all of
lot 1R-A, Block 1 of Eastpointe's Addition an addition to the City of Fort Worth
according to the Plat Thereof recorded in Cabinet A, Slide 3425, Plat Records,
Tarrant County, Texas and being the same property as conveyed from Amerco Real
Estate Company of Texas, Inc. to BMO Global Capital Solutions, Inc. by deed
recorded in Volume 14389, Page 184, Deed Records, Tarrant County, Texas, and
being more particularly described by metes and bounds as follows:

Beginning at a TXDOT brass monument in concrete found for corner in the East
R.O.W. line of Interstate Highway Loop 820 East (Variable width R.O.W.) and
being the Southwest corner of Lot 1A-1, Block 1 of East Pointe Addition an
addition to the City of Forth Worth, Tarrant County, Texas according to the Plat
Thereof recorded in Volume 388-219, Page 15, Deed Records, Tarrant County,
Texas;

THENCE South 88 deg. 46 min. 00 sec. East along the most Northerly South line of
said Lot 1A-1 of said addition, a distance of 179.41 feet to a 5/8 inch iron rod
set for corner;

THENCE South 00 deg. 28 min. 01 sec West along the most Easterly West line of
Lot 1A-1 of said addition, a distance of 148.90 feet to a 5/8 inch iron rod set
for corner;

THENCE South 88 deg. 46 min. 00 sec. East along the most Southerly South line of
said Lot 1A-1 of said addition, a distance of 15.13 feet to a 5/8 inch iron rod
set for corner in the West R.O.W. line of Anderson Boulevard (Variable R.O.W.)
and the intersection of a curve to the left, having a radius of 500.00 feet, a
central angle of 13 deg. 51 min. 19 sec., a chord bearing of South 07 deg. 45
min. 13 sec. East, a chord distance of 120.62 feet;

THENCE along said curve to the left and West R.O.W. line of Anderson Boulevard,
an arc length of 120.91 feet to a 5/8 inch iron rod set for corner;

THENCE South 14 deg. 40 min. 52 sec East continuing along the West R.O.W. line
of Anderson Boulevard, a distance of 352.41 feet to a 5/8 inch iron rod set for
corner and being the Northeast corner of Lot 1R-B of said Eastpointe Addition;

THENCE South 84 deg. 29 min. 30 sec. West along the North line of said Lot 1R-B,
a distance of 61.39 feet to a 5/8 inch iron rod found for corner;

THENCE South 75 deg. 57 min. 09 sec. West continuing along said North Line of
Lot 1R-B, a distance of 121.70 feet to a 1/2 inch iron rod found for corner;

THENCE South 84 deg. 29 min. 30 sec. West continuing along said North line of
Lot 1R-B, a distance of 56.86 feet to a 5/8 inch iron rod found for corner in
said East R.O.W. line of Interstate Highway Loop 820 East;

THENCE North 05 deg. 30 min. 30 sec. West along the East R.O.W. line of said
Interstake Highway Loop 820 East, a distance of 657.43 feet to the Point of
Beginning and containing 124,177.75 square feet or 2.8507 acres of land.



                                     737023
                          9001 South IH-35 N, Austin TX
                         Exhibit "A" - Legal Description

All that certain 4.1234 acre lot, tract or parcel of land situated in the
Santiago Del Valle Grant Survey, and being all of a called 4.1220 acre tract
being described as Lots One (1) and two (2), Block A, U-Haul Center of Slaughter
Lane, a Subdivision in Travis County, Texas, according to the map or plat
recorded in Volume 102, Page 314-316, Travis County, Texas, being described by
metes and bounds as follows:

Beginning at a monument found in concrete in the Southwest corner of the
aforementioned 4.140 acre tract at the Eastern right-of-way of Interstate
Highway 35, and Northwest right-of-way of a private road;

THENCE North 16 degrees 21 minutes 28 seconds East, a distance of 405.45 feet to
a 1/2 inch iron rod set for the Northwest corner of this tract;

THENCE South 89 degrees 06 minutes 33 seconds East, along the South right-of-way
of Slaughter Lane East (a 120 foot right-of-way) a distance of 545.63 feet to a
1/2 inch iron rod found, and the start of a clockwise are having a radius of
1514.99 feet;

THENCE with the arc of said curve 315.17 feet and a chord bearing of South 83
degrees 07 minutes 03 seconds East, a distance of 314.60 feet to a 5/8 inch iron
rod found;

THENCE South 70 degrees 36 minutes 55 seconds West, a distance of 432.23 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 17 minutes 03 seconds West, a distance of 52.84 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 55 minutes 17 seconds West, a distance of 77.97 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 17 minutes 13 seconds West, a distance of 25.56 feet to
a 1/2 inch iron rod found;

THENCE South 69 degrees 30 minutes 12 seconds West, a distance of 34.86 feet to
a 1/2 inch iron rod found;

THENCE South 79 degrees 04 minutes 33 seconds West, a distance of 20.24 feet to
a 1/2 inch iron rod found;

THENCE South 77 degrees 28 minutes 23 seconds West, a distance of 15.13 feet to
a 1/2 inch iron rod found;

THENCE South 68 degrees 34 minutes 06 seconds West, a distance of 57.76 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 39 minutes 20 seconds West, a distance of 78.33 feet to
a 1/2 inch iron rod found;

THENCE South 67 feet 55 minutes 27 seconds West, a distance of 83.66 feet to a
1/2 inch iron rod set;

THENCE South 71 degrees 01 minutes 26 seconds West, a distance of 152.66 feet to
the Point of Beginning, said property containing 4.1234 acres (179,614 square
feet) more or less.



                                     884066
                          11383 AMANDA LANE, DALLAS TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being Lot 3, in Block G/7487, of AMANDA - LBJ MINI STORAGE ADDITION, an Addition
to the City of Dallas, Dallas County, Texas, according to the Map thereof
recorded in Volume 96122, Page 1282, of the Map Records of Dallas County, Texas.
SAVE AND EXCEPT therefrom a 4 foot by 4 foot tract as described in Warranty Deed
to Carlisle Outdoor, Inc., recorded in Volume 87004, Page 5146, Deed Records
Dallas County, Texas.



                                     884056
                         1245 South Beckley, DeSoto, TX
                         Exhibit "A" - Legal Description

Being all that certain 2.67 acre Lot, Tract or Parcel of Land situated in
Desoto, Dallas County, Texas, and being all of Lot 9-R in Block A of the Meadow
Acres/U-Haul Addition, an addition to the City of Desoto, Dallas County, Texas,
according to the Map thereof recorded in Volume 99098, Page 31, of the Map
records of Dallas County, Texas, and being more particularly described by metes
and bounds as follows:

Beginning at a five-eighths inch iron rod found in the West right-of-way line of
Beckley Road (an interstate access road);

THENCE South 89 deg. 57 min. 12 sec. West, leaving said West right-of-way line
of Beckley Road, a distance of 300.37 feet (S89deg.53 min. 12sec.W 300.00'
- -Deed), to a one-half inch iron rod found;

THENCE North 00 deg. 07 min. 19 sec. East, a distance of 99.86 feet (N OOdeg.
02min. 00 sec E 100.00' -Deed), to a one-half inch iron rod found;

THENCE South 89 deg. 53 min. 00 sec. West, a distance of 130.81 feet (S 89Deg.
53 min. OOsec. W 131.36' -Deed), to a three-eighths iron rod found in the West
right-of-way line of Meadow Street (a 50' R.O.W.);

THENCE North 00 deg. 13 min. 14 sec. East, a distance of 201.27 feet, (N 00 deg
07 min. 51 sec. E 200.00' -Deed) along said East right-of-way line of Meadow
Street to a three-eighths inch iron rod found;

THENCE North 89 deg 58 min 43 sec East, leaving the said East right-of-way line
of Meadow Street, a distance of 429.68 feet (N 89 deg. 50 min. 20 sec. E 429.92'
- -Deed), to a one-half inch iron rod found in the West right-of-way line of said
Beckley Road;

THENCE South 00 deg. 04 min. 59 sec. East, along the said right-of-way line of
Beckley Road, a distance of 200.23 feet (S 00 deg. 08 min. 33 sec. E 200.32'
- -Deed) to a three-eights inch iron rod found;

THENCE South 00 deg. 07 min. 28 sec. East, continuing along said West
right-of-way line of Beckley Road, a distance of 99.99 feet (S 00 deg. 02 min.
00 sec. E 100.00'-Deed), to the POINT OF BEGINNING and containing 2.67 acres or
116,246 square feet of land, more or less.



                                     724024
                        8450 Montana Avenue, El Paso, TX
                         Exhibit "A" - Legal Description

A tract of land situated within the corporate limits of the City of El Paso as
Tract 1B9E1, Block 2, Ascarate Grant and being more particularly described as
follows, to-wit:

BEGINNING at a 5/8 inch rebar found on the South right-of way line of Montana
Avenue (U.S. Highway No. 62/180) for the Northeast corner of the tract herein
described, identical to the Northwest corner of Lot 3, Block 1, Cielo Vista
Commercial Park, as filed in Volume 68, Page 16 of the Plat Records of El Paso
County, and whence a 1/2 inch rebar for the Northeast corner of said Lot 3 bears
North 81 degrees 10 minutes 00 seconds East, 429.86 feet;

THENCE, leaving Montana Avenue and following the West boundary line of said Lot
3, South 08 degrees 50 minutes 00 seconds East, 367.57 feet to a 1/2 inch rebar
set on the North boundary line of Cielo Vista Park Unit H, as filed in Volume
25, Page 15 of the Plat Records of El Paso County, for the southeast corner of
the tract herein described, identical to the Southwest corner of said Lot 3;

THENCE, following the North boundary line of Cielo Vista Park Unit H, North 88
degrees 41 minutes 30 seconds West, 304.76 feet to a 1/2 inch rebar with survey
cap no. 4869 found for the Southwest corner of the tract herein described,
identical to the Northwest corner of Cielo Vista Park Unit H;

THENCE North 08 degrees 50 minutes 00 seconds West, 313.90 feet to a 1/2 inch
rebar set on the South right-of-way line of Montana Avenue for the Northwest
corner of the tract herein described;

THENCE, following the South right-of-way line of Montana Avenue, North 81
degrees 10 minutes 00 seconds East, 300.00 feet to the Point of Beginning;

Said tract containing 2.347 acres more or less.



                                     836026
                        2729 N. Collins St, Arlington TX
                         Exhibit "A" - Legal Description

Being a lot, tract or parcel of land situated in the William Mann Survey,
Abstract No. 955, City of Fort Worth, Tarrant County, Texas, and being all of
lot 1R-A, Block 1 of Eastpointe's Addition an addition to the City of Fort Worth
according to the Plat Thereof recorded in Cabinet A, Slide 3425, Plat Records,
Tarrant County, Texas and being the same property as conveyed from Amerco Real
Estate Company of Texas, Inc. to BMO Global Capital Solutions, Inc. by deed
recorded in Volume 14389, Page 184, Deed Records, Tarrant County, Texas, and
being more particularly described by metes and bounds as follows:

Beginning at a TXDOT brass monument in concrete found for corner in the East
R.O.W. line of Interstate Highway Loop 820 East (Variable width R.O.W.) and
being the Southwest corner of Lot 1A-1, Block 1 of East Pointe Addition an
addition to the City of Forth Worth, Tarrant County, Texas according to the Plat
Thereof recorded in Volume 388-219, Page 15, Deed Records, Tarrant County,
Texas;

THENCE South 88 deg. 46 min. 00 sec. East along the most Northerly South line of
said Lot 1A-1 of said addition, a distance of 179.41 feet to a 5/8 inch iron rod
set for corner;

THENCE South 00 deg. 28 min. 01 sec West along the most Easterly West line of
Lot 1A-1 of said addition, a distance of 148.90 feet to a 5/8 inch iron rod set
for corner;

THENCE South 88 deg. 46 min. 00 sec. East along the most Southerly South line of
said Lot 1A-1 of said addition, a distance of 15.13 feet to a 5/8 inch iron rod
set for corner in the West R.O.W. line of Anderson Boulevard (Variable R.O.W.)
and the intersection of a curve to the left, having a radius of 500.00 feet, a
central angle of 13 deg. 51 min. 19 sec., a chord bearing of South 07 deg. 45
min. 13 sec. East, a chord distance of 120.62 feet;

THENCE along said curve to the left and West R.O.W. line of Anderson Boulevard,
an arc length of 120.91 feet to a 5/8 inch iron rod set for corner;

THENCE South 14 deg. 40 min. 52 sec East continuing along the West R.O.W. line
of Anderson Boulevard, a distance of 352.41 feet to a 5/8 inch iron rod set for
corner and being the Northeast corner of Lot 1R-B of said Eastpointe Addition;

THENCE South 84 deg. 29 min. 30 sec. West along the North line of said Lot 1R-B,
a distance of 61.39 feet to a 5/8 inch iron rod found for corner;

THENCE South 75 deg. 57 min. 09 sec. West continuing along said North Line of
Lot 1R-B, a distance of 121.70 feet to a 1/2 inch iron rod found for corner;

THENCE South 84 deg. 29 min. 30 sec. West continuing along said North line of
Lot 1R-B, a distance of 56.86 feet to a 5/8 inch iron rod found for corner in
said East R.O.W. line of Interstate Highway Loop 820 East;

THENCE North 05 deg. 30 min. 30 sec West along the East R.O.W. line of said
Interstake Highway Loop 820 East, a distance of 657.43 feet to the Point of
Beginning and containing 124,177.75 square feet or 2.8507 acres of land.



                                     836023
                   3517 WILLIAM D. TATE AVENUE, GRAPEVINE, TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being all that certain lot, parcel, or tract of land situated in City of
Grapevine, Tarrant County, Texas, and being all of Lot 1-R-A, Block 1, of BEAR
CREEK ADDITION, an addition to the City of Grapevine, Tarrant County, Texas,
according to the Plat thereof recorded in Cabinet A, Slide 7708, Plat Records,
Tarrant County, Texas, same being conveyed to BMO Leasing (U.S.) Inc., as Agent
Lessor, and U-Haul International, Inc., as Lessee by deed recorded in Volume
13296, Page 0282, and being more particularly described by metes and bounds as
follows:

Beginning at a 5/8 inch iron rod set for corner with a yellow cap stamped
(DC&A), and being in the Northwest corner of Lot 1, Block F, BEAR RUN ADDITION,
an addition to the City of Grapevine, Tarrant County, Texas, according to the
Plat thereof recorded in Cabinet A, Slide 813, Plat Records, Tarrant Count,
Texas, and being in the East line State Highway No. 121 (William D. Tate Avenue)
(a variable width right-of-way):

Thence North 00 deg. 04 min. 00 sec. East, along the East line of State Highway
No. 121, a distance of 299.99 feet to a 5/8 inch iron rod set for angle point
with a yellow cap stamped (DC&A);

Thence North 06 deg. 43 min. 00 sec. East, continuing along the East line of
said State Highway No. 121, a distance of 25.00 feet to an "X" set for corner in
concrete, and being the Southwest corner of Lot 2-R-A of said BEAR CREEK
ADDITION;

Thence South 89 deg. 56 min. 00 sec. East, along the south line of said Lot
2-R-A, a distance of 376.95 feet to a point for corner;

Thence South 27 deg. 05 min. 00 sec. East, continuing along the South line of
said Lot 2-R-A, a distance of 257.58 feet to a point for corner;

Thence South 61 deg. 03 min. 00 sec. East, continuing along the South line of
said Lot 2-R-A, a distance of 202.95 feet to a 5/8 inch iron rod set for corner
with a yellow cap stamped (DC&A), and being in the North line of BEAR RUN PHASE
I, an addition to the City of Grapevine, Tarrant County, Texas, according to the
Plat thereof recorded in Volume 388-176, Page 6, Deed Records, Tarrant County,
Texas;

Thence North 89 deg. 44 min. 00 sec. West, along the North line of said BEAR RUN
PHASE I, and the North line of said BEAR RUN ADDITION, a distance of 535.43 feet
to a 5/8 inch iron rod set for angle point with a yellow cap stamped (DC&A);

Thence North 89 deg. 42 min. 44 sec. West, continuing along the North line of
said BEAR RUN PHASE ADDITION, a distance of 139.65 feet to the Point of
Beginning and containing 154,658. 89 Square Feet or 3.5505 Acres of land.



                                     746057
                      14225 NORTHWEST FR EEWAY, HOUSTON TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being a parcel of land containing 2.9827 acres (129,927 sq. ft.) of land more or
less, being out of a called 3.874 acre tract conveyed by Clay Properties company
to Amerco Real Estate Company of Texas, by deed recorded under Clerk's File No.
R087409, Official Public Records of Real Property, Harris County, Texas,
(P.P.R.R.P. H.C.T.), said 2.9827 acres being out of Unrestricted Reserve "C" of
the West by Northwest Business Park, a subdivision in the Alex Area Survey,
Abstract No. 99, in Harris County, Texas, Plat of which is recorded in Volume
298, Page 92, Harris County Map Records (H.C.M.R.), also being a part of
Restricted Reserve "A" of U-Haul North by Northwest, a subdivision recorded
under Film Code No. 394032, H.C.M.R., and being more particularly described as
follows:

Beginning at a found 1 inch iron pipe with cap marked "Cotton Surveying
Company", said 1 inch iron pipe being in the southwesterly line of U. S. Highway
290 (300 feet wide right-of-way (ROW)) and marking the northeast corner of that
certain 2.884 acre tract conveyed by Security Capitol Pacific Trust to PTR
Homestead Village Limited Partnership by deed recorded under Clerk's File No.
R441799, O.P.R.R.P.H.C.T.;

THENCE, South 64 degrees 40 minutes 21 seconds East, along the said
southwesterly line of the U.S. Highway 290 ROW, a distance of 220.05 feet to a
found 3/4 inch iron rod in concrete, said iron rod marking the northwest corner
of that certain 0.6351 acre Tract II conveyed by Crown Life Insurance Company to
Fairbanks Plaza Shopping Center, LP, by deed recorded under Clerk's File No.
R193713, O.P.R.R.P.H.C.T.;

THENCE, South 02 degrees 58 minutes 21 seconds East, along the West line of the
said 0.6351 acre tract continuing along the West line of that certain 8.9935
acre Tract I conveyed to Crown Life Insurance Company to Fairbanks Plaza
Shopping Center, LP, by deed recorded under Clerk's File No. R193713
O.P.P.R.P.H.C.T., a distance of 365.92 feet to a found 1 inch iron pipe with cap
marked "Cotton Surveying Company", said 1 inch iron pipe also marking the
northeast corner of that certain 5.2322 acre tract conveyed by Ronald J. Mann,
Substitute Trustee, to Teachers Insurance and Annuity Association of America by
Special Warranty Deed recorded under Clerk's File No. M936185 O.P.R.R.P.H.C.T.;

THENCE, South 87 degrees 43 minutes 00 seconds West, along the North line of the
said 5.2322 acre tract, a distance of 229.41 feet to a fnd. 5/8 inch iron rod
for corner;

THENCE, North 02 degrees 58 minutes 21 seconds West, a distance of 72.53 feet to
a set 5/8 inch iron rod for corner;

THENCE, South 87 degrees 01 minutes 39 seconds West, a distance of 3.45 feet to
a set 5/8 inch iron rod for a point for curvature;

THENCE, in a northwesterly direction, along a curve to the right having a radius
of 25.50 feet, a central angle of 45 degrees 41 minutes 55 seconds and a chord
bearing North 70 degrees 07 minutes 23 seconds West, 19.80 feet, for a total arc
length of 20.34 feet to a set 5/8 inch iron rod for point of tangency;

THENCE North 47 degrees 16 minutes 26 seconds West, a distance of 26.28 feet to
a set "X" in concrete for a point of curvature;

THENCE, in a northwesterly direction, along a curve to the left having a radius
of 24.50 feet, a central angle of 45 degrees 01 minutes 24 seconds and a chord
bearing North 69 degrees 47 minutes 08 seconds West, 18.76 feet, for a total arc
length of 19.25 feet to a set 5/8 inch iron rod for point of tangency;

THENCE, South 87 degrees 42 minutes 10 seconds West, a distance of 319.17 feet
to a 5/8 inch iron rod fnd. for corner in the East line of Rothway (variable
width ROW);



THENCE, North 02 degrees 17 minutes 50 seconds West, along the East line of the
said Rothway a distance of 40.50 feet to a found 1 inch iron pipe with cap
marked "Cotton Surveying Company", said iron pipe marking the southwest corner
of the said 2.884 acre tract;

THENCE, along the boundary of said 2.884 acre tract the following two courses:
North 87 degrees 42 minutes 10 seconds East, a distance of 239.53 feet to a
found 1 inch iron pipe with cap marked "Cotton Surveying Company";

THENCE North 25 degrees 19 minutes 39 seconds East, a distance of 363.02 feet to
the POINT OF BEGINNING and CONTAINING a computed 2.9827 acres (129,927 sq. ft.)
of land.



                                     746028
                              8518 HIGHWAY 6 SOUTH
                                   HOUSTON TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being a 7.0768 acre (308,264 square feet) parcel, being all of a called 7.077
acre tract conveyed to BMO Global Capital Solutions, Inc. by instrument recorded
in Clerk's File Number (C.F. No.), 21247634, Official Records of Fort Bend
County, Texas (O.R.F.B.C.T.), situated in the H.T.&B.R.R. Co. Survey, Abstract
623, Fort Bend County, Texas, said parcel being more particularly described by
the following metes and bounds: (Bearings based on a southerly line of said
7.077 acres - South 89 degrees 20 minutes 33 seconds West):

BEGINNING at a found 5/8 inch iron rod in the west right of way line of State
Highway 6 (180 feet wide), at the northeast corner of a called 2.755 acre tract
described by instrument recorded in C.F. No. 9511278 O.R.F.B.C.T., at the
southeast corner of said 7.077 acre tract, and the herein described parcel, from
which a found 5/8 inch iron rod bears South 00 degrees 01 minutes 27 seconds
East, 16.65 feet;

THENCE South 89 degrees 20 minutes 33 seconds West, along a northerly line of
said 2.755 acres, and a southerly line of said 7.077 acre tract, a distance of
93.16 feet to a found 5/8 inch iron rod at an angle point in a northerly line of
said 2.755 acres, and a southerly line of said 7.077 acres, and the herein
described parcel;

THENCE South 89 degrees 25 minutes 47 seconds West, along the northerly line of
said 2.755 acres, the north line of Providence Section One, according to the map
or plat thereof recorded in Volume 26, Page 15 of the Map Records of Fort Bend
County, Texas (M.R.F.B.C.T.), a distance of 491.10 feet to a set 5/8 inch iron
rod with cap ("Sitech Engineering"), at the southerly most southeast corner of a
called 10.53 acres conveyed to R.I.M. Ventures, L.C., by instrument recorded in
C.F. No. 200002536, O.R.F.B.C.T., at the southwest corner of said 7.077 acres,
and the herein described parcel;

THENCE North 00 degrees 27 minutes 53 seconds West, along an easterly line of
said 10.53 acres, and the west line of said 7.077 acres, a distance of 544.04
feet to a set 5/8 inch iron rod with cap ("Sitech Engineering"), at an interior
corner of said 10.53 acres, at the northwest corner of said 7.077 acres, and the
herein described parcel;

THENCE North 89 degrees 27 minutes 19 seconds East, along a southerly line of
said 10.53 acres, and a northerly line of said 7.077 acres, a distance of 411.54
feet to a set 5/8 inch iron rod with cap ("Sitech Engineering"), at a
southeasterly corner of said 10.53 acres, and a northeasterly corner of said
7.077 acres, and the herein described parcel;

THENCE South 56 degrees 08 minutes 03 seconds East, along a southerly line of
said 10.53 acres, and a northerly line of said 7.077 acre tract, a distance of
213.10 feet to a set 5/8 inch iron rod with cap ("Sitech Engineering"), in the
west right of way line of said State Highway 6, at the easterly most southeast
corner of said 10.53 acres, at a northeasterly corner of said 7.077 acres, and
the herein described parcel, from which a damaged found concrete monument bears
North 00 degrees 01 minutes 27 seconds West, 3.66 feet, and a found 5/8 inch
iron rod bears South 00 degrees 01 minutes 27 seconds East, 2.60 feet;

THENCE South 00 degrees 01 minutes 27 seconds East, along the West right of way
line of said State Highway 6, and the east line of said 7.077 acres, a distance
of 423.23 feet to the POINT OF BEGINNING, and containing a computed 7.0768 acres
(308,264 square feet) of land.



                                     746044
                         20435 Katy Freeway, Houston TX
                         Exhibit "A" - Legal Description

Being part of Reserve A, Block 1, Nottingham Country, Section Five (5), a
Subdivision in Harris County, Texas according to the map or plat thereof
recorded in Volume 219, Page 58 of the Map Records of Harris County, Texas, all
of said 2.7369 acres being in the W.C.R.R. Co. Survey, Abstract No. 1359, in
Harris County, Texas, said property being more particularly described by metes
and bounds as follows:

COMMENCING at a found 5/8 inch iron rod at the northwest corner of said
Nottingham Country Subdivision, Section Five, on the South right-of-way (R.O.W.)
of Interstate Highway 10, as platted in said Subdivision Map;

THENCE South 89 degrees 33 minutes 42 seconds East, along the said South R.O.W.
line (Basis of Bearings being the bearings of the North line of said Nottingham
Country Section Five according to said subdivision plat), a distance of 146.00
feet to a found 5/8 inch iron rod marking the northeast corner of a certain
(called) 1.4314 acre tract described in conveyance deed from E. J. Hudson to
Outback Steakhouse of Florida, Inc. as recorded under County Clerk's File Number
(C.C.F.) P095602 of the Official Public Records of Real Property of Harris
County, Texas (O.P.R.R.P.H.C.T.) from which said iron rod a found 5/8 inch iron
rod bears North 65 degrees 50 minutes 38 seconds East, 1.11 feet, said set 5/8
inch iron rod also marking the northwest corner of the herein described tract
also being the POINT OF BEGINNING;

THENCE South 89 degrees 33 minutes 42 seconds East, continuing along said South
R.O.W., a distance of 235.00 feet to a found 5/8 inch iron rod for corner;

THENCE South 00 degrees 26 minutes 18 seconds West, leaving said South right of
way line, a distance of 464.50 feet to a 5/8 inch iron rod for corner in the
North line of a called 11.999 acre tract described in conveyance deed from E. J.
Hudson to Nottingham Apartners, LP, as recorded under C.C.F. S418575
O.P.R.R.P.H.C.T.;

THENCE North 89 degrees 33 minutes 42 seconds West, along said North line, a
distance of 391.00 feet to a found 5/8 inch iron rod in the East R.O.W. line of
Dominion Drive (100 feet wide);

THENCE North 00 degrees 26 minutes 18 seconds East, along said East R.O.W. line,
a distance of 64.50 feet to a found 5/8 inch iron rod marking the southwest
corner of said 1.4314 acre tract;

THENCE South 89 degrees 33 minutes 42 seconds East, along the South line of said
1.4314 acre tract, a distance of 156.00 feet to a found 5/8 inch iron rod
marking the southeast corner of said 1.4314 acre tract;

THENCE North 00 degrees 26 minutes 18 seconds East, along the East line of said
1.4314 acre tract, a distance of 400.00 feet to the POINT OF BEGINNING and
CONTAINING a computed 2.7369 acres (119,219 square feet) of land.



                                     737028
                  3501 E. Central Tx Expressway, Killeen, Texas
                         Exhibit "A" - Legal Description

A tract of land in Bell County, Texas, part of the W. H. Cole Survey, Abstract
No. 150 and the land herein described being all of Lot 1-R, Block 3, Southern
Cross Commercial Addition, 4.848 Acres, an addition to the city of Killeen,
Texas, being of record in Cabinet C, Slide 233-B, Plat Records of Bell County,
Texas, and also being all of a called 2.977 acre tract of land described in a
deed to BMO Global Capital Solutions, Inc., being of record in Volume 4135, Page
141, Official Public Records or Real Property of Bell County, Texas, and all of
a called 1.870 acre tract of land described in a deed to BMO Global Capital
Solutions, Inc., being of record in Volume 4135, Page 141, Official Public
Records of Real Property of Bell County, Texas.

Beginning at a "X" set in concrete at the intersection of the north Right-of-Way
of U.S. Highway 190 and the west Right-of-Way of Meredith Drive, said "X" being
the southeast corner of said Lot 1-R, Block 3, for the southeast corner of this,

THENCE N. 60 deg. 17 min. 41 sec. W., 157.04 feet with the north Right-of-Way of
U.S. Highway 190 and the south line of said Lot 1-R, Block 3 (Plat calls N. 60
deg. 12 min. 53 sec. W., 157.25 feet) to a 3/8" iron rod found, being the most
southerly, southwest corner of said Lot 1-R, Block 3 and the southeast corner of
a tract of land described in a deed to Abbott Springs, LTD., being of record in
Volume 4388, Page 571, Official Public Records of Real Property of Bell County,
Texas, for the most southerly, southwest corner of this.

THENCE N. 28 deg. 04 min. 56 sec. E, 141.06 feet with the east line of said
Abbott Springs, LTD, tract and with a northeast line of said Lot 1-R, Block 3
(Plat calls N. 28 deg. 06 min. 31 sec. E. 141.03 feet) to a 3/8" iron rod found
being an ell corner of said Lot 1-R, Block 3, and the northeast corner of said
Abbott Springs Ltd, tract, for an ell corner of this,

THENCE N. 58 deg. 20 min. 40 sec. W., 136.88 feet with a northwest line of said
Lot 1-R, Block 3 (Plat calls N. 58 deg. 24 min. 13 sec. W, 136.76 feet) and the
north line of said Abbott Springs, LTD. tract to a 3/8" iron rod found, being
the most westerly southwest corner of said Lot 1-R, Block 3, for the westerly
southwest corner of this,

THENCE N. 31 deg. 19 min. 39 sec. E., 626.23 feet with the west line of said Lot
1-R, Block 3 (Plat calls N. 31 deg. 19 min. 43 sec. E, 626.29 feet) to a 3/8"
iron rod found in the south Right-of-Way of Scott and White Drive (unimproved
road), being the northwest corner of said Lot 1-R, Block 3, for the most
westerly southwest corner of this,

THENCE S. 58 deg. 15 min. 39 sec. E., 301.87 feet with the north line of said
Lot 1-R, Block 3 (Plat calls N. 58 deg. 12 min. 24 sec. E., 301.88 feet) and the
south Right-of-Way of Scott and White Drive (unimproved road) to a 3/8" iron rod
with cap stamped "M&ASSOC KILLEEN" set in the west Right-of-Way of Meredith
Drive, being the northeast corner of said Lot 1-R, Block 3, for the northeast
corner of this,

THENCE S. 31 deg. 19 min. 43 sec. W. 761.24 feet with the west Right-of-Way of
Meredith Drive and the east line of said Lot 1-R, Block 3 (Plat calls N. 31 deg.
119 min. 43 sec. W., 761.05 feet) to the PLACE OF BEGINNING containing 4.85 acre
of land.



                                     746043
                     351 Gulf Freeway South, League City, TX
                         Exhibit "A" - Legal Description

Being a 2.7030 acre tract of land and being all of RESERVE "A" of U-HAUL
SUBDIVISION, a subdivision of League City, Galveston County, Texas, according to
the plat thereof recorded in Volume 18, Page 650, Map Records, Galveston County,
Texas, and also being part of Lot 13 of BRASKORIA GARDENS, Galveston County,
Texas, according to the plat thereof recorded in Volume 113, Page 47, Map
Records, Galveston County, Texas, and being more particularly described on
Exhibit "A" attached hereto and made a part hereof for all purposes.



                                     741041
                     525 N. Stimmons Freeway, Lewisville TX
                         Exhibit A" - Legal Description

TRACT 1

Description of a 3.018 acre tract of land being all of Lot 1RB-1, Block G,
Valley Ridge Business Park West, Phase V, an addition to the City of Lewisville,
Denton County, Texas as recorded in Cabinet M, Page 397, Plat Records, Denton
County, Texas and being more particularly described by metes and bounds as
follows:

BEGINNING at a 1/2-inch iron rod found at the northeast corner of said Lot
1RB-1, Block G; said point also being the southeast corner of Lot 1RA, Block G,
Valley Ridge Business Park West, Phase V, an addition to the City of Lewisville,
Denton County, Texas as recorded in Cabinet M, Page 166, Plat Records, Denton
County, Texas; said point also being on the west right-of-way line of North
Stemmons Freeway (Interstate Highway 35E) (a variable width right-of-way); said
point also being on a curve to the right having a radius of 11,309.16 feet;

THENCE, with the said west right-of-way line of North Stemmons Freeway the
following metes and bounds;

Southeasterly, with said curve to the right, through a central angle of 01
degrees 46 minutes 10 seconds, an arc distance of 349.25 feet (Chord bears South
13 degrees 06 minutes 34 seconds East, 349.24 feet) to a 1/2-inch iron rod
found;

South 00 degrees 53 minutes 24 seconds West, a distance of 43.78 feet to a "+"
cut in concrete found for corner;

South 27 degrees 17 minutes 58 seconds West, a distance of 51.25 feet to a
1/2-inch iron rod with "GRAHAM ASSOC." cap found "+" cut in concrete;

South 65 degrees 55 minutes 40 seconds West, a distance of 50.77 feet to a 1/2
inch iron rod with "GRAHAM ASSOCS." cap found at the intersection of said west
right-of-way line of North Stemmons Freeway and the north right-of-way line of
College Parkway (100-foot public right-of-way); said point also being the
western most southeast corner of said Lot 1RB-1, Block G;

Thence, North 88 degrees 54 minutes 35 seconds West, with said north
right-of-way line of College Parkway, a distance of 104.89 feet to a 5/8-inch
iron rod with "GSES, INC., RPLS 4804" cap set at the beginning of a curve to the
right having a radius of 710.00 feet;

Thence northwesterly, with said curve to the right, through a central angle of
11 degrees 34 minutes 46 seconds an arc distance of 143.49 feet (Chord bears
North 83 degrees 07 minutes 12 seconds West, 143.25 feet) to a 5/8-inch iron rod
with "GSES, INC., RPLS 4804" cap set at the southwest corner of said Lot 1RB-1,
Block G; said point also being the southeast corner of Lot 1RB-2, Block G of
said Valley Ridge Business Park West, Phase V;

Thence, North 13 degrees 06 minutes 31 seconds West, leaving said north
right-of-way line of college Parkway, a distance of 360.61 feet to a 1/2-inch
iron rod found at the northwest corner of said Lot 1RB-1, Block G; said point
also being the northeast corner of Lot 1RB-2, Block G; said point also being on
the south line of said Lot 1RA, Block G;

Thence North 76 degrees 00 minutes 21 seconds East, with said south line of Lot
1RA, Block G, a distance of 330.00 feet to the point of beginning;

CONTAINING 134,116 square feet of 3.1018 acres, more or less.



TRACT 2

Non-exclusive easement rights contained in Reciprocal Easement and Maintenance
Agreement, dated 6/14/1996, by and between LAND OWNERS, L.P. and SHURGARD
STORAGE CENTERS, INC., recorded under cc# 96R0040798, Real Property Records,
Denton County, Texas. As affected by Amendment to Reciprocal Easement and
Maintenance Agreement recorded under cc# 96R0056270, Real Property Records,
Denton County, Texas.



                                     741025
                     10061 W. University Drive, McKinney, TX
                         Exhibit "A" - Legal Description

Being a tract of land situated in the Charles Carter Survey, Abstract No. 220 in
Collin County, Texas and being the same parcel of land as conveyed to BMO Global
Capital Solutions, Inc. as recorded in County Clerk's No. 99-0100225 of the Deed
Records of Collin County, Texas, said tract of land being described by metes and
bounds as follows:

Beginning at a 5/8-inch iron rod with "GSES INC., RPLS 4804" cap set on the
South right-of-way line of US Highway 380 (a variable width right-of-way) said
found iron rod being the Northwest corner of said parcel and the Northeast
corner of a tract of land as conveyed to Ferguson Enterprises as recorded in
Volume 4825, Page 1555 of said Deed Records

Thence South 89 degrees 58 minutes 11 seconds East, along the North line of said
parcel and along said South right-of-way line, a distance of 251.16 feet to a
1/2-inch iron rod found being the Northeast corner of said parcel and the
Northwest corner of a tract of land as conveyed to Highway 380-1, Ltd., recorded
in Volume 4455, Page 2376 of said Deed Records:

Thence, South, along the East line of said parcel and the West line of said
Highway 380-1, Ltd. Tract, a distance of 937.18 feet to a point being on the
North line of a tract of land as conveyed to Five Sac Self- Storage, recorded in
Volume 5086, Page 535 of said Deed Records, said point being the Southeast
corner of said parcel and the Southwest corner of said Highway 380-1, Ltd.
tract;

Thence North 89 degrees 40 minutes 08 seconds West, along the South line of said
parcel and along the North line of said Five Sac Self-storage tract, a distance
of 152.12 feet to a found 1/2 inch iron rod, being the Northwest corner of said
Five Sac Self-storage tract and the Northeast corner of a tract of land as
conveyed to Five Sac Self-storage, recorded in Volume 5086, Page 535 of said
Deed Records;

Thence North 89 degrees 41 minutes 45 seconds West, along the South line of said
parcel and along the North line of said Five Sac Self-storage tract, a distance
of 99.04 feet to a found 5/8-inch iron rod with "GSES INC., RPLS 4804" cap set
at the Southwest corner of said parcel and the Southeast corner of said Ferguson
Enterprises tract;

Thence North, along the West line of said parcel and the East line of said
Ferguson Enterprises tract, a distance of 935.91 feet to the Point of Beginning,
containing 5.3998 acres or 235,219 square feet, more or less.

NOTE: The Company is prohibited from insuring the area or quantity of the land
described herein. Any statement in the above legal description of the area or
quantity of land is not a representation that such area or quantity is correct,
but is made only for informational and/or identification purposes and does not
override Item 2 of Schedule B hereof.



                                     741027
                        1501 n. Dallas Tollway, Plano, TX
                         Exhibit "A" - Legal Description

Description of a 2.5816 acre tract of land situated in the Mary Ann Taylor
Survey, Abstract No. 897, City of Plano, Collin County, Texas; said tract being
all of Lot 1, Block 1, U-Haul Addition, an addition to the City of Plano, Collin
County, Texas as recorded in Cabinet K, Page 600, Plat Records, Collin County,
Texas; said tract being more particularly described by metes and bound as
follows:

BEGINNING at a 5/8-inch iron rod with "GSES, INC., RPLS 4804" cap set at the
southwest corner of said Lot 1, Block 1; said point also being the southeast
corner of a tract conveyed to Charles J. Kemp per Warranty Deed recorded in
Volume 664, Page 114, Deed Records, Collin County, Texas; said point also being
on the north line of Lot 2, Block A, CMS Addition, an addition to the City of
Plano, Collin County, Texas as recorded in Cabinet M, Page 374, Plat Records,
Collin County, Texas;

Thence, North 00 deg. 01 min. 23 sec West, with the common line of said Lot 1,
Block 1 and Kemp tract, a distance of 225.00 feet to a 1-inch iron rod found at
the northwest corner of said Lot 1, Block 1; said point also being the southwest
corner of Lot 2, Block 1, U-Haul Addition, an addition to the City of Plano,
Collin County, Texas by conveyance plat as recorded in Cabinet J, Page 659, Plat
Records, Collin County, Texas;

THENCE, with the common line of said Lot 1, Block 1 and Lot 2, Block 1 the
following metes and bounds;

North 89 deg. 45 min. 59 sec. East, a distance of 266.09 feet to a 5/8-inch iron
rod wit "GSES, INC., RPLS 4804" cap set;

South 00 deg. 14 min. 01 sec. East, a distance of 20.00 feet to a 5/8-inch iron
rod with "GSES, INC., RPLS 4804" cap set;

North 89 deg. 45 min. 59 sec. East, a distance of 243.51 feet to a "+" cut in
concrete found at the northeast corner of said Lot 1, Block 1; said point also
being the southeast corner of said Lot 2, Block 1; said point also being on the
west line of Dallas North Parkway (variable width right-of-way);

THENCE, with the common line of said Lot 1, Block 1 and west right-of-way line
the following metes and bounds;

South 04 deg. 08 min. 22 sec. East, a distance of 79.74 feet to a 1-inch iron
rod found;

North 85 deg. 37 min. 03 sec. East, a distance of 9.13 feet to a "+" cut in
concrete found;

South 04 deg 22 min. 57 sec. East, a distance of 90.64 feet to an "+" cut in
concrete set;

South 00 deg. 11 min. 13 sec. East, a distance of 35.70 feet to a 5/8-inch iron
rod with "GSES, INC., RPLS 4804" cap set at the southeast corner of said Lot 1,
Block 1; said point also being the northeast corner of said Lot 2, Block A, CMS
Addition;

THENCE, South 89 deg. 45 min. 59 sec. West, leaving said west right-of-way line
and with the common line of said Lot 1, Block 1 and Lot 2, Block A, a distance
of 531.49 feet to the POINT OF BEGINNING;

CONTAINING 112,454 square feet or 2.5816 acres of land more or less.



                                   Site 795038
                        3995 Westfax Drive, Chantilly VA
                         Exhibit "A" - Legal Description

Beginning at a point on the westerly right-of-way line of Westfax Drive, 60 feet
wide, as recorded in Deed Book 6743 at Page 1397 among the land records of
Fairfax County, Virginia, said point also being the northeast corner of Jae K.
Nam, as acquired in Deed Book 11549 at Page 665; thence departing said Westfax
Drive and running with the northerly line of said Nam North 70 degrees 28'22"
West 200.67 feet to a point on the easterly line of Bottling Group, LLC, as
acquired in Deed Book 10837 at Page 20; thence departing said Nam and running
with the easterly line of said Bottling Group, LLC North 19 degrees 31'38" East
465.00feet to a point on the southerly line of Lee Jackson Memorial Highway,
Route 50, width varies; thence departing said Bottling Group, LLC and running
with the southerly line of said Route 50 South 57 degrees 09'56" East 199.95
feet to a point; thence South 54 degrees 19'19" East 76.38 feet to a point;
thence 38.03 feet along the arc of a curve to the right, having a radius of
25.00 feet and a chord bearing and distance of South 10 degrees 44'38" East
34.47 feet to a point on the westerly line of said Westfax Drive right-of-way;
thence departing said Route 50 and running with the westerly line of said
Westfax Drive South 32 degrees 50'04" West 316.54 feet to a point; thence 61.09
feet along the arc of a curve to the left, having a radius of 805.00 feet and a
chord bearing and distance of South 30 degrees 39'37" West 61.08 feet to a
point; thence to the point of beginning containing 106,814 square feet or
2.45211 acres, more or less.

Together with the non-exclusive easement in and over the Common Facilities as
set forth within Article III of the Amended and Restated Declaration for Westfax
Industrial Park recorded in Deed Book 9743 at page 266 among the land records of
Fairfax County, Virginia.

NOTE: For Informational Purposes only:
Property Address 3995 Westfax Drive
Tax Map No. 034-3-09-0007-A



                                   Site 825025
                    804 West Roslyn Rd., Colonial Heights, VA
                         Exhibit "A" - Legal Description

PARCEL I:

ALL that tract, piece or parcel of land with all improvements thereon lying and
being in the City of Colonial Heights (formerly a part of Chesterfield County),
Virginia, containing 1.197 acres, being shown as Parcel 1 on Plat of survey by
Charles H. Fleet & Associates, P.C., dated February 26, 2000, entitled
"ATLA/ACSM Land Title Survey Showing Existing Improvements to Two Parcels of
Land Situated on the West Line of West Roslyn Road, City of Colonial Height,
Virginia" and being further described by metes and bounds as follows:

BEGINNING at a point at the intersection of the northern boundary of the right
of way line of Interstate No. 95 and the western boundary of the right of way
line of West Roslyn Road, thence leaving the western boundary of the right of
way line of West Roslyn Road in a westerly direction the following three (3)
courses and distances:

     (1)  N 76 degrees 45' 02" W 221.42 feet to a point;

     (2)  Thence along acurve to the left having a radius of 1963.00 feet, a
          delta angle of 6 degrees 01' 24" and an arc length of 206.36 feet to a
          point;

     (3)  Thence S 76 degrees 45' 02" E 298.36 feet to a point on thewestern
          boundary of the right of way line of West Roslyn Road:

Thence continuing along the western boundary of the right of way line of West
Roslyn Road in a southerly direction along a curve to the right having a radius
of 2739.79 feet, a delta angle of 2 degrees 40' 50" and an arc length of 128.18
feet to a point; thence S 26 degrees 31' 02" W 71.97 feet to a point, said point
being the Point and Place of Beginning for Parcel 1, containing 1.197 acres,
more or less.

PARCEL II:

ALL that certain tract or parcel of land with the improvements thereon and the
appurtenances thereto belonging, lying in the City of Colonial Heights,
Virginia, containing 1.020 acres, being shown as Parcel 2 on Plat of survey by
Charles H. Fleet & Associates, P.C., dated February 26, 2000, entitled
"ALTA/ACSM Land Title Survey Showing Existing Improvements to Two Parcels of
Land Situated on the West Line of West Roslyn Road, City of Colonial Heights,
Virginia" and being further described by metes and bounds as follows:

BEGINNING at a point at the intersection of the northern boundary of the right
of way line of Interstate No. 95 and the western boundary of the right of way
line of West Roslyn Road in a northerly direction N 26 degrees 31' 02" E71.91
feet to a point; thence along a curve to the left having a radius of 2739.79
feet to a point, a delta angle of 2 degrees 40' 50" and an arc



length of 128.18 to a point, said point being the Actual Point of Beginning for
Parcel 2; thence leaving the western boundary of the right of way line of West
Roslyn Road in a westerly direction the following three (3) courses and
distances:

     (1) N 76 degrees 45'02" W 298.36 feet to a point;

     (2) Thence along a curve to the left having a radius of 1963.00 feet, a
delta angle of 3 degrees 55' 22" and an arc length of 134.39 feet to a point;

     (3) Thence S 80 degrees 49' 46" E 343.71 feet to a point on the western
boundary of the right of way line of West Roslyn Road;

Thence continuing along the western boundary of the right of way line of West
Roslyn Road in a southerly direction along a curve to the right having a radius
of 2739.79 feet, a delta angle of 3 degrees 08' 05" and an arc length of 149.90
feet to a point, said point being the Point and Place of Beginning for Parcel 2,
containing 1.020 Acres, more or less.

                                   Site 795048
                         1048 Dumfries Road, Manassas VA
                         Exhibit "A" - Legal Description

All that certain lot or parcel of land lying, situate, and being in the City of
Manassas, Commonwealth of Virginia, more particularly described as follows:

Parcel 1 of a portion of the property of Samuel J. Geris, Trustee, pursuant to a
Deed of Subdivision, Dedication and Vacation dated the 16th day of September,
1987, and recorded on October 5,1987, in Deed Book 1516 at Page 1959, among the
land records of Prince William County, Virginia.

LESS AND EXCEPT that portion of the property dedicated to public streets by
instrument recorded in Deed Book 2390 at Page 1231, among the aforesaid land
records.

And being further described by metes and bounds as follows:

BEGINNING at a point on the western boundary of the right-of-way line of State
Route #234 (known as Dumfries Road), said point being approximately 0.50 miles
North of the intersection of the northern boundary of the right-of-way line of
State Route #661 and the western boundary of the right-of-way line of Dumfries
Road; thence, leaving the western boundary of the right-of-way line of Dumfries
Road in a westerly direction the following 5 (five) courses and distances:

1. S 75 degrees 05'59" W, 243.05 feet to a point;
2. Thence, S 22 degrees 09'32" E, 200.00 feet to a point;
3. Thence, S 75 degrees 13'52" W, 94.71 feet to a  point;
4. Thence, N 24 degrees 19'47" W, 446.75 feet to a point;
5. Thence, N 65 degrees 40.13" E, 345.29 feet to a point on the western boundary
of the right-of-way line of Dumfries Road;

Thence, continuing along the western boundary of the right-of-way line of
Dumfries Road in a southerly direction, S 24(degree)19'47" E, 62.48 feet to a
point; thence, along a curve to the right having a radius of 5895.58 feet, a
delta angle of 02 degrees 19'58", an arc length of 240.02 feet and a chord of S
23 degrees 14'33" E, 240.01 feet to a point, said point begin the Point and
Place of BEGINNING of Parcel I, containing 2.616 acres more or less.

TOGETHER WITH an easement appurtenant to and running with said Parcel for
ingress and egress as more fully set out in said Deed of Subdivision, Dedication
and Vacation.

NOTE: For Informational Purposes only:

Property Address 10480 Dumfries Road, Manassas, VA



Tax Map No. 090-01-00-45B5





                                   Site 795051
                        8207 Terminal Road, Newington VA
                         Exhibit "A" - Legal Description

Beginning at a point on the southeasterly corner of Exxon Corp, as acquired in
Deed Book 2401 at Page 70, among the land records of Fairfax County, Virginia,
said point also being on the westerly right-of-way line of Backlick Road, Route
617, width varies; thence departing said Exxon Corp and running with the
westerly line of said Backlick Road

      South 02 degrees 39'02" West 85.35 feet to a point;
thence

      344.15 feet along the arc of a curve to the left, having a radius of
2,371.83 feet and a chord bearing and distance of South 01 degree 30'22" East
343.85 feet to a point being the northeast corner of Netco, Inc., as acquired in
Deed Book 5871 at Page 1571; thence departing said Backlick Road and running
with the northerly line of said Netco, Inc.

      North 57 degrees 18'49" West 432.97 feet to a point being the northwest
corner of said Netco, said point also being on the easterly right-of-way line of
Terminal Road, Route 3276, 50 feet wide; thence departing said Netco and running
with the easterly line of said Terminal Road

      North 32 degrees 41'11" East 79.32 feet to a point; thence
      North 41 degrees 25'57" East 65.76 feet to a point; thence
      North 32 degrees 41'11" East 213.98 feet to a point being the southwest
      corner of said Exxon Corp; thence departing said Terminal Road and running
      with the southerly line of said Exxon Corp

      South 57 degrees 18'49" East 187.01 feet to the point of beginning
containing 107,902 square feet or 2.47710 acres, more or less.

NOTE: For Informational Purposes only:
Property Address 8207 Terminal Road
Tax Map No. 099-3-01-0026





                                   Site 795065
                       14523 Telegraph Road, Woodbridge VA
                         Exhibit "A" - Legal Description

Beginning at a point being the southeast corner of NTW, Inc., as acquired in
Deed Book 1862 at Page 918, among the land records of Prince William County,
Virginia, said point also being on the westerly right-of-way line of US
Interstate 95, width varies; thence departing said NTW, Inc., and running with
the westerly line of said Interstate 95 285.78 feet along the arc of a curve to
the left, having a radius of 23118.31 feet and a chord bearing and distance of
South 16 degrees 53'57" West 285.78 feet to a point being the northeast corner
of Toys R Us, Inc., as acquired in Deed Book 2016 at Page 1791; thence departing
said Interstate 95 and running with the northerly lines of said Toys R Us, Inc.
North 63 degrees 30'56" West 163.41 feet to a point; thence South 26 degrees
29'04" West 20.00 feet to a point; thence North 63 degrees 30'56" West 207.00
feet to a point on the easterly right-of-way line of Telegraph Road, Route 1781,
passing through the northwest corner of said Toys R Us, Inc., at 202.20 feet;
thence running with the easterly lines of said Telegraph Road North 26 degrees
17'25" East 293.92 feet to a point; thence North 27 degrees 04'48" East 6.55
feet to a point being the southwest corner of said NTW, Inc.; thence departing
said Telegraph Road and running with the southerly line of said NTW, Inc. South
63 degree 45'00" East 323.75 feet to the point of beginning containing 101,665
square feet or 2.3339 acres, more or less.

Together with a non-exclusive easement for the purpose of tying in and
connecting to the sanitary sewer piping as set forth within the Non-Exclusive
Easement by and between Toys'R'Us, Inc. and The Storall Place dated 06-30-93 and
recorded in Deed Book 2016 at page 1794 among the land records of Prince William
County, Virginia and being more particularly described as follows:

Beginning at a point, said point being on the east side of Telegraph Rd 32.00
feet from the centerline of said road, said point also being a common corner to
the lands of The Storeall Place One, and Toys'R'Us Inc., a Delaware corporation,
thence departing said road and running with the common property line of said
Storeall and Toy'R'Us properties S 63 degrees 30'56" E for 86.19 feet to a
point, thence departing said property line and running through the said lands of
Toys'R'Us S 30 degrees 24'08" W for 19.36 feet to a point, thence N 60degrees
36'08" W for 84.90 feet to the side of the aforementioned road, thence with said
road N 26degrees 12'23" E for 15.00 feet to the point of beginning.

NOTE: For Informational Purposes only:
Property Address 14523 Telegraph Road
Tax Map No. 030-01-000-0054H1



Pin No. 8291-88-4106





                                                                     EXHIBIT A-2



Related                 Related Premises
Premises #              ----------------
- ----------
         
  1.        U-HAUL CENTER GOVERNMENT ST .
            2505 Government Boulevard,Mobile, AL

  2.        U-HAUL STORAGE OXFORD
            523 Hamric Drive West, Oxford,AL

  3.        U-HAUL STORAGE FOUNTAIN HILLS
            9264 Technology Drive, Fountain Hills, AZ

  4.        U-HAUL CENTER 87TH & BELL
            8746 West Bell Road,Peoria, AZ

  5.        U-HAUL STORAGE S. 40TH ST.
            3425 South 40th Street,Phoenix, AZ

  6.        U-HAUL CENTER CAVE CREEK
            20618 North Cave Creek Road, Phoenix West, AZ

  7.        U-HAUL CENTER ANTHEM RV
            42102 N. Vision Way, Phoenix West,AZ

  8.        U-HAUL CENTER ANTHEM WAY
            42301 N. 41st Drive,Anthem, AZ

  9.        U-HAUL CENTER I-17 & DEER VLY
            21621 N. 26th Avenue, Phoenix West, AZ

 10.        U-HAUL CENTER PRESCOTT
            2122 Highway 69, Prescott, AZ

 11.        BELL ROAD AT GRAND AVE MOVING CENTER
            13440 West Bell Road, Surprise, AZ

 12.        U-HAUL CENTER BUCKLEY ROAD
            16950 East Ohio Place, Aurora South, CO

 13.        U-HAUL CTR CHAMBERS & I-70
            15250 East 40th Avenue, Denver North, CO


                                 EXHIBIT A-2-1





Related                 Related Premises
Premises #              ----------------
- ----------
         
 14.        U-HAUL HIGHLANDS RANCH
            1750 East County Line Road, Littleton,CO

 15.        U-HAUL STORAGE COLONIAL BLVD
            4457 Kernel Circle, Fort Myers, FL

 16.        U-HAUL CENTER OF MANDARIN
            11490 San Jose Blvd.,Jacksonville, FL

 17.        U-HAUL STORAGE KEY LARGO
            103530 Overseas Highway, Key Largo,FL

 18.        U-HAUL CENTER OCOEE
            11410 West Colonial Drive, Ocoee,FL

 19.        U-HAUL CENTER ORANGE CITY
            2395 South Volusia Avenue, Orange City, FL

 20.        U-HAUL CENTER KIRKMAN RD
            600 South Kirkman Road,Orlando, FL

 21.        U-HAUL STORAGE HUNTER CREEK
            14500 South Orange Blossom Trail,Orlando, FL

 22.        U-HAUL CENTER HUNTERS CREEK
            13301 S. Orange Blossom Trail,Orlando, FL

 23.        U-HAUL STORAGE ORANGE BLOSSOM TRAIL
            7803 N. Orange Blossom Trail,Orlando, FL

 24.        U-HAUL CENTER LAKE MARY
            3851 South Orlando Drive,Sanford, FL

 25.        U-HAUL CENTER GANDY BLVD
            3939 W. Gandy Boulevard,Tampa, FL

 26.        U-HAUL CTR OF SEMORAN BLVD
            2055 Semoran Boulevard, Winter Park, FL

 27.        U-HAUL CENTER OF CONYER
            1150 Dogwood Drive,Conyers, GA

 28.        U-HAUL CENTER KENNESAW
            2085 Cobb Parkway, Kennesaw,GA


                                       -2-





Related                 Related Premises
Premises #              ----------------
- ----------
         
 29.        U-HAUL CENTER OF PLEASANT HILL
            1290 Pleasant Hill Road,Lawrenceville, GA

 30.        U-HAUL STORAGE HIGHWAY 85
            7242 U.S. Highway 85,Riverdale, GA

 31.        U-HAUL CENTER S. COBB & I285
            5285 S. Cobb Drive, Smyrna, GA

 32.        U-HAUL CENTER OF HIGHWAY 124
            2040 Scenic Highway North, Snellville, GA

 33.        U-HAUL CENTER OF ALSIP
            11855 South Cicero Avenue, Alsip, IL

 34.        U-HAUL CENTER OF FOX VALLEY
            195 S. Route 59, Aurora, IL

 35.        U-HAUL CENTER OF CRYSTAL LAKE
            4504 West Northwest Highway Crystal Lake, IL

 36.        U-HAUL CENTER OF NAPERVILLE
            11238 S. Route 59,Naperville, IL

 37.        U-HAUL CENTER MERRILLVILLE
            1650 West 81st Avenue, Merrillville, IN

 38.        U-HAUL CENTER OF LENEXA
            9250 Marshall Drive; Lenexa, KS

 39.        U-HAUL STORAGE BARKSDALE
            4100 Barksdale Boulevard, Bossier City, LA

 40.        U-HAUL STORAGE MONGOMERY PARK
            499 Montgomery Street, Chicopee, MA

 41.        U-HAUL CENTER STOUGHTON
            224 Washington Street, Stoughton, MA

 42.        U-HAUL CENTER OF CENTRAL AVENUE
            8671 Central Avenue, Capital Heights, MD

 43.        U-HAUL CTR OF APPLE VALLEY
            6895 151st Street W, Apple Valley, MN


                                      -3-




Related                 Related Premises
Premises #              ----------------
- ----------
         
 44.        U-HAUL CENTER O'FALLON
            2000 Highway K, O'Fallon, MO

 45.        U-HAUL CENTER ST PETERS
            3990 North Service Road, St.Peters, MO

 46.        U-HAUL STORAGE HATTIESBURG
            1303 West 7th Street, Hattiesburg, MS

 47.        U-HAUL CENTER GASTONIA
            3919 E. Franklin Blvd., Gastonia, NC

 48.        U-HAUL STORAGE HYLTON RD.
            8505 N. Crescent Blvd, Pennsauken, NJ

 49.        U-HAUL STORAGE RIO RANCHO
            1401 Rio Rancho Blvd., Rio Rancho, NM

 50.        U-HAUL HENDERSON
            1098 Stephanie Place, Henderson, NV

 51.        U-HAUL CENTER LAS VEGAS BLVD.
            8620 S. Las Vegas Blvd., Las Vegas, NV

 52.        U-HAUL CENTER NELLIS BLVD.
            333 North Nellis Boulevard, Las Vegas, NV

 53.        U-HAUL STORAGE RAINBOW
            2450 North Rainbow Blvd., Las Vegas, NV

 54.        U-HAUL CENTER WEST CRAIG RD
            160 West Craig Road, North Las Vegas, NV

 55.        U-HAUL CENTER BRUCKNER & 138TH ST.
            780 East 138th Street, Bronx, NY

 56.        U-HAUL STORAGE NORTHERN LIGHTS
            3850 Cleveland Avenue, Columbus, OH

 57.        U-HAUL STORAGE STILL WATER
            5715 W. 6th Street, Stillwater, OK

 58.        U-HAUL CTR OF COOL SPRINGS
            1619 Mallory Lane, Brentwood, TN


                                       -4-





Related                 Related Premises
Premises #              ----------------
- ----------
         
 59.        U-HAUL CENTER COLLINS STREET
            2729 N. Collins Street, Arlington, TX

 60.        U-HAUL CENTER SLAUGHTER LANE
            9001 South IH-35 Northbound, Austin, TX

 61.        U-HAUL STG KINGSLEY/JUPITER
            11383 Amanda Lane, Dallas, TX

 62.        U-HAUL STORAGE DE SOTO
            1245 South Beckley, De Soto, TX

 63.        U-HAUL CENTER & STORAGE OF MONTANA
            8450 Montana Ave., El Paso, TX

 64.        U-HAUL CENTER JOHN WHITE
            1101 East Loop 820, Fort Worth, TX

 65.        U-HAUL CENTER GRAPEVINE
            3517 William D. Tate Avenue, Grapevine, TX

 66.        U-HAUL CENTER 290
            14225 Northwest Freeway, Houston, TX

 67.        U-HAUL CENTER HIGHWAY 6 SOUTH
            8518 Highway 6 South, Houston, TX

 68.        U-HAUL CENTER KATY
            20435 Katy Freeway, Houston, TX

 69.        U-HAUL CTR CEN-TEX
            3501 E. Central Texas Expressway, Killeen, TX

 70.        U-HAUL CTR OF LEAGUE CITY
            351 Gulf Freeway South, League City, TX

 71.        U-HAUL CENTER LEWISVILLE
            525 N. Stimmons Freeway, Lewisville, TX

 72.        U-HAUL CENTER WEST MCKINNEY
            10061 W. University Drive, McKinney, TX

 73.        U-HAUL CENTER TOLLWAY
            1501 N. Dallas Tollway, Plano, TX


                                       -5-





Related                 Related Premises
Premises #              ----------------
- ----------
         
 74.        U-HAUL CENTER CHANTILLY
            3995 Westfax Drive, Chantilly, VA

 75.        U-HAUL CENTER OF SOUTHPARK
            804 West Roslyn Road, Colonial Heights, VA

 76.        U-HAUL DUMFRIES
            10480 Dumfries Road, Manassas, VA

 77.        U-HAUL CENTER NEWINGTON
            8207 Terminal Road, Newington, VA

 78.        U-HAUL CENTER POTOMAC MILLS
            14523 Telegraph Road, Woodbridge, VA


                                      -6-



                                                                       EXHIBIT B


                             MACHINERY AND EQUIPMENT

All fixtures, machinery, apparatus, equipment, fittings and appliances of every
kind and nature whatsoever now or hereafter affixed or attached to or installed
in any of the Leased Premises (except as hereafter provided), including all
electrical, anti-pollution, heating, lighting (including hanging fluorescent
lighting), incinerating, power, air cooling, air conditioning, humidification,
sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and
ventilating systems, devices and machinery and all engines, pipes, pumps, tanks
(including exchange tanks and fuel storage tanks), motors, conduits, ducts,
steam circulation coils, blowers, steam lines, compressors, oil burners,
boilers, doors, windows, loading platforms, lavatory facilities, stairwells,
fencing (including cyclone fencing), passenger and freight elevators, overhead
cranes and garage units, together with all additions thereto, substitutions
therefor and replacements thereof required or permitted by this Lease, but
excluding all personal property and all trade fixtures, machinery, office,
manufacturing and warehouse equipment which are not necessary to the operation
of the buildings which constitute part of the Leased Premises for the uses
permitted under Paragraph 4(a) of this Lease.


                                  EXHIBIT B -1



                                                                     EXHIBIT C-1
                             PERMITTED ENCUMBRANCES

1.    Zoning and other municipal requirements.

2.    Reasonable and customary utility and access easements and similarly
      instruments which permit or enhance business activities on the premises.

3.    Real estate taxes and assessments whether in existence or hereafter
      arising at any time during the Term of this Lease.

4.    Matters permitted under the terms of this Lease.

5.    The rights of Mercury to the Common Areas pursuant to the Mercury Lease.

6.    Each of the encumbrances listed on Schedule B of each of the pro forma
      title policies or title commitment mark-ups delivered to Landlord by First
      American Title Insurance Company ("First American") and attached to that
      certain escrow letter (the "Escrow Letter") dated as of April 28, 2004
      from Landlord to First American. However, Landlord and Tenant agree that,
      upon First American issuing to Landlord owner's title insurance policies
      with respect to each Related Premises substantially in the form of the pro
      forma policies or title commitment markups attached to the Escrow Letter,
      (i) this paragraph 6 shall be automatically deleted and the following
      shall be inserted in lieu thereof "Each of the encumbrances listed on
      Schedule 'B' of each of the owner's title policies listed on Exhibit "C-1"
      attached hereto", and (ii) Exhibit C-l shall be replaced with a chart that
      is identical to the Exhibit "C-l" attached hereto but with the applicable
      owner's title insurance policy numbers issued by First American inserted,
      which completed chart Landlord shall prepare and send to Tenant.


                                  EXHIBIT C - 1



                                                                     Exhibit C-2




Related                 Related Premises                    Title Policy Number
Premises #              ----------------                    -------------------
- -----------
                                                      
 79.        U-HAUL CENTER GOVERNMENT ST.
            2505 Government Boulevard, Mobile, AL

 80.        U-HAUL STORAGE OXFORD
            523 Hamric Drive West, Oxford, AL

 81.        U-HAUL STORAGE FOUNTAIN HILLS
            9264 Technology Drive, Fountain Hills, AZ

 82.        U-HAUL CENTER 87TH & BELL
            8746 West Bell Road, Peoria, AZ

 83.        U-HAUL STORAGE S. 40TH ST.
            3425 South 40th Street, Phoenix, AZ

 84.        U-HAUL CENTER CAVE CREEK
            20618 North Cave Creek Road, Phoenix West, AZ

 85.        U-HAUL CENTER ANTHEM RV
            42102 N. Vision Way, Phoenix West, AZ

 86.        U-HAUL CENTER ANTHEM WAY
            42301 N. 41st Drive, Anthem, AZ

 87.        U-HAUL CENTER I-17 & DEER VLY
            21621 N. 26th Avenue, Phoenix West, AZ

 88.        U-HAUL CENTER PRESCOTT
            2122 Highway 69, Prescott, AZ

 89.        BELL ROAD AT GRAND AVE MOVING CENTER
            13440 West Bell Road, Surprise, AZ

 90.        U-HAUL CENTER BUCKLEY ROAD
            16950 East Ohio Place, Aurora South, CO

 91.        U-HAUL CTR CHAMBERS & I-70
            15250 East 40th Avenue, Denver North, CO

 92.        U-HAUL HIGHLANDS RANCH
            1750 East County Line Road, Littleton, CO


                                   EXHIBIT C-2





Related                 Related Premises                    Title Policy Number
Premises #              ----------------                    -------------------
- ----------
                                                      
 93.        U-HAUL STORAGE COLONIAL BLVD
            4457 Kernel Circle, Fort Myers, FL

 94.        U-HAUL CENTER OF MANDARIN
            11490 San Jose Blvd., Jacksonville, FL

 95.        U-HAUL STORAGE KEY LARGO
            103530 Overseas Highway, Key Largo, FL

 96.        U-HAUL CENTER OCOEE
            11410 West Colonial Drive, Ocoee, FL

 97.        U-HAUL CENTER ORANGE CITY
            2395 South Volusia Avenue, Orange City, FL

 98.        U-HAUL CENTER KIRKMAN RD
            600 South Kirkman Road, Orlando, FL

 99.        U-HAUL STORAGE HUNTER CREEK
            14500 South Orange Blossom Trail, Orlando, FL

100.        U-HAUL CENTER HUNTERS CREEK
            13301 S. Orange Blossom Trail, Orlando, FL

101.        U-HAUL STORAGE ORANGE BLOSSOM TRAIL
            7803 N. Orange Blossom Trail, Orlando, FL

102.        U-HAUL CENTER LAKE MARY
            3851 South Orlando Drive, Sanford, FL

103.        U-HAUL CENTER GANDY BLVD
            3939 W. Gandy Boulevard, Tampa, FL

104.        U-HAUL CTR OF SEMORAN BLVD
            2055 Semoran Boulevard, Winter Park, FL

105.        U-HAUL CENTER OF CONYER
            1150 Dogwood Drive, Conyers, GA

106.        U-HAUL CENTER KENNESAW
            2085 Cobb Parkway, Kennesaw, GA

107.        U-HAUL CENTER OF PLEASANT HILL
            1290 Pleasant Hill Road, Lawrenceville, GA


                                   EXHIBIT D-2





Related                 Related Premises                    Title Policy Number
Premises #              ----------------                    -------------------
- ----------
                                                      
108.        U-HAUL STORAGE HIGHWAY 85
            7242 U.S. Highway 85, Riverdale, GA

109.        U-HAUL CENTER S. COBB & I285
            5285 S. Cobb Drive, Smyrna, GA

110.        U-HAUL CENTER OF HIGHWAY 124
            2040 Scenic Highway North, Snellville, GA

111.        U-HAUL CENTER OF ALSIP
            11855 South Cicero Avenue, Alsip, IL

112.        U-HAUL CENTER OF FOX VALLEY
            195 S. Route 59, Aurora, IL

113.        U-HAUL CENTER OF CRYSTAL LAKE
            4504 West Northwest Highway Crystal Lake, IL

114.        U-HAUL CENTER OF NAPERVILLE
            11238 S. Route 59, Naperville, IL

115.        U-HAUL CENTER MERRILLVILLE
            1650 West 81st Avenue, Merrillville, IN

116.        U-HAUL CENTER OF LENEXA
            9250 Marshall Drive; Lenexa, KS

117.        U-HAUL STORAGE BARKSDALE
            4100 Barksdale Boulevard, Bossier City, LA

118.        U-HAUL STORAGE MONGOMERY PARK
            499 Montgomery Street, Chicopee, MA

119.        U-HAUL CENTER STOUGHTON
            224 Washington Street, Stoughton, MA

120.        U-HAUL CENTER OF CENTRAL AVENUE
            8671 Central Avenue, Capital Heights, MD

121.        U-HAUL CTR OF APPLE VALLEY
            6895 151st Street W, Apple Valley, MN

122.        U-HAUL CENTER O'FALLON
            2000 Highway K, O'Fallon, MO


                                  EXHIBIT D-3





Related                 Related Premises                    Title Policy Number
Premises #              ----------------                    -------------------
- ----------
                                                      
123.        U-HAUL CENTER ST PETERS
            3990 North Service Road, St.Peters, MO

124.        U-HAUL STORAGE HATTIESBURG
            1303 West 7th Street, Hattiesburg, MS

125.        U-HAUL CENTER GASTONIA
            3919 E. Franklin Blvd., Gastonia, NC

126.        U-HAUL STORAGE HYLTON RD.
            8505 N. Crescent Blvd, Pennsauken, NJ

127.        U-HAUL STORAGE RIO RANCHO
            1401 Rio Rancho Blvd., Rio Rancho, NM

128.        U-HAUL HENDERSON
            1098 Stephanie Place, Henderson, NV

129.        U-HAUL CENTER LAS VEGAS BLVD.
            8620 S. Las Vegas Blvd., Las Vegas, NV

130.        U-HAUL CENTER NELLIS BLVD.
            333 North Nellis Boulevard, Las Vegas, NV

131.        U-HAUL STORAGE RAINBOW
            2450 North Rainbow Blvd., Las Vegas, NV

132.        U-HAUL CENTER WEST CRAIG RD
            160 West Craig Road, North Las Vegas, NV

133.        U-HAUL CENTER BRUCKNER & 138TH ST.
            780 East 138th Street, Bronx, NY

134.        U-HAUL STORAGE NORTHERN LIGHTS
            3850 Cleveland Avenue, Columbus, OH

135.        U-HAUL STORAGE STILLWATER
            5715 W. 6th Street, Stillwater, OK

136.        U-HAUL CTR OF COOL SPRINGS
            1619 Mallory Lane, Brentwood, TN

137.        U-HAUL CENTER COLLINS STREET
            2729 N. Collins Street, Arlington, TX


                                   EXHIBIT D-4





Related                 Related Premises                    Title Policy Number
Premises #              ----------------                    --------------------
- ----------
                                                      
138.        U-HAUL CENTER SLAUGHTER LANE
            9001 South IH-35 Northbound, Austin, TX

139.        U-HAUL STG KINGSLEY/JUPITER
            11383 Amanda Lane, Dallas, TX

140.        U-HAUL STORAGE DE SOTO
            1245 South Beckley, De Soto, TX

141.        U-HAUL CENTER & STORAGE OF MONTANA
            8450 Montana Ave., El Paso, TX

142.        U-HAUL CENTER JOHN WHITE
            1101 East Loop 820, Fort Worth, TX

143.        U-HAUL CENTER GRAPEVINE
            3517 William D. Tate Avenue, Grapevine, TX

144.        U-HAUL CENTER 290
            14225 Northwest Freeway, Houston, TX

145.        U-HAUL CENTER HIGHWAY 6 SOUTH
            8518 Highway 6 South, Houston, TX

146.        U-HAUL CENTER KATY
            20435 Katy Freeway, Houston, TX

147.        U-HAUL CTR CEN-TEX
            3501 E. Central Texas Expressway, Killeen, TX

148.        U-HAUL CTR OF LEAGUE CITY
            351 Gulf Freeway South, League City, TX

149.        U-HAUL CENTER LEWISVILLE
            525 N. Stimmons Freeway, Lewisville, TX

150.        U-HAUL CENTER WEST MCKINNEY
            10061 W. University Drive, McKinney, TX

151.        U-HAUL CENTER TOLLWAY
            1501 N. Dallas Tollway, Plano, TX

152.        U-HAUL CENTER CHANTILLY
            3995 Westfax Drive, Chantilly, VA


                                  EXHIBIT D-5







Related                 Related Premises                    Title Policy Number
Premises#               ----------------                    -------------------
- ---------
                                                      
153.        U-HAUL CENTER OF SOUTHPARK
            804 West Roslyn Road, Colonial Heights, VA

154.        U-HAUL DUMFRIES
            10480 Dumfries Road, Manassas, VA

155.        U-HAUL CENTER NEWINGTON
            8207 Terminal Road, Newington, VA

156.        U-HAUL CENTER POTOMAC MILLS
            14523 Telegraph Road, Woodbridge, VA


                                   EXHIBIT D-6

                                                                       EXHIBIT D

                               BASIC RENT PAYMENTS

            1. Basic Rent. Subject to the adjustments provided for in Paragraphs
2, 3 and 4 below, Basic Rent payable in respect of the Term shall be Nine
Million Nine Hundred Thousand and xx/100 ($9,990,000.00) Dollars per annum,
payable quarterly in advance on each Basic Rent Payment Date, in equal
installments of Two Million Four Hundred Ninety-seven Thousand Five Hundred and
xx/100 ($2,497,500) Dollars each. As required pursuant to Paragraph 6 of this
Lease, pro rata Basic Rent for the period from the date hereof through the last
day of June 2004 shall be paid on the date hereof.

            2. CPI Adjustments to Basic Rent. The Basic Rent shall be subject to
adjustment, in the manner hereinafter set forth, for increases in the index
known as United States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index, All Urban Consumers, United States City Average, All Items,
(1982-84=100) ("CPI") or the successor index that most closely approximates the
CPI. If the CPI shall be discontinued with no successor or comparable successor
index, Landlord and Tenant shall attempt to agree upon a substitute index or
formula, but if they are unable to so agree, then the matter shall be determined
by arbitration in accordance with the rules of the American Arbitration
Association then prevailing in New York City. Any decision or award resulting
from such arbitration shall be final and binding upon Landlord and Tenant and
judgment thereon may be entered in any court of competent jurisdiction. In no
event will the annual Basic Rent as adjusted by the CPI adjustment be less than
the Basic Rent in effect for the five (5) year period immediately preceding such
adjustment.

            3. Effective Dates of CPI Adjustments. Basic Rent shall not be
adjusted to reflect changes in the CPI until the fifth (5th) anniversary of the
Basic Rent Payment Date on which the first full quarterly installment of Basic
Rent shall be due and payable (the "First Full Basic Rent Payment Date"). As of
the fifth (5th) anniversary of the First Full Basic Rent Payment Date and, if
the initial Term is extended on the tenth (10th), fifteenth (15th), twentieth
(20st), twenty-fifth (25th), and, if the Term is further extended as a result
of a Lease Assumption Event, on the thirtieth (30th) and thirty-fifth (35th)
anniversaries of the First Full Basic Rent Payment Date, Basic Rent shall be
adjusted to reflect increases in the CPI during the most recent five (5) year
period immediately preceding each of the foregoing dates (each such date being
hereinafter referred to as the "Basic Rent Adjustment Date").

            4. Method of Adjustment for CPI Adjustment.

                  (a) As of each Basic Rent Adjustment Date when the average CPI
determined in clause (i) below exceeds the Beginning CPI (as defined in this
Paragraph 4(a)), the Basic Rent in effect immediately prior to the applicable
Basic Rent Adjustment Date shall be multiplied by a fraction, the numerator of
which shall be the difference between (i) the average CPI for the three (3) most
recent calendar months (the "Prior Months") ending prior to such Basic Rent
Adjustment Date for which the CPI has been published on or before the
forty-fifth (45th) day preceding such Basic Rent Adjustment Date and (ii) the
Beginning CPI, and the denominator of which shall be the Beginning CPI. The
product of such multiplication shall be added to the Basic Rent in effect
immediately prior to such Basic Rent Adjustment Date. As

                                  EXHIBIT D-1



used herein, "Beginning CPI" shall mean the average CPI for the three (3)
calendar months corresponding to the Prior Months, but occurring five (5) years
earlier. If the average CPI determined in clause (i) is the same or less than
the Beginning CPI, the Basic Rent will remain the same for the ensuing five (5)
year period.

                  (b) Effective as of a given Basic Rent Adjustment Date, Basic
Rent payable under this Lease until the next succeeding Basic Rent Adjustment
Date shall be the Basic Rent in effect after the adjustment provided for as of
such Basic Rent Adjustment Date.

                  (c) Notice of the new annual Basic Rent shall be delivered to
Tenant on or before the tenth (10th) day preceding each Basic Rent Adjustment
Date, but any failure to do so by Landlord shall not be or be deemed to be a
waiver by Landlord of Landlord's rights to collect such sums. Tenant shall pay
to Landlord, within ten (10) days after a notice of the new annual Basic Rent is
delivered to Tenant, all amounts due from Tenant, but unpaid, because the stated
amount as set forth above was not delivered to Tenant at least ten (10) days
preceding the Basic Rent Adjustment Date in question.

                                  EXHIBIT D-2



                                                                       EXHIBIT E

                                      ACQUISITION COST



Related                                                  Acquisition Cost (in
Premises #               Related Premises                      Dollars)
- ----------         -------------------------------       --------------------
                                                   
    1.             U-HAUL CENTER BGOVERNMENT ST.                274,591
    2.             U-HAUL STORAGE OXFORD                        784,545
    3.             U-HAUL STORAGE FOUNTAIN HILLS              1,608,318
    4.             U-HAUL CENTER 87TH & BELL                  1,259,195
    5.             U-HAUL STORAGE S. 40TH ST.                   392,273
    6.             U-HAUL CENTER CAVE CREEK                   1,647,545
    7.             U-HAUL CENTER ANTHEM RV                      745,318
    8.             U-HAUL CENTER ANTHEM WAY                   1,494,559
    9.             U-HAUL CENTER I-17 & DEER VLY              1,569,090
   10.             U-HAUL CENTER PRESCOTT                     1,647,545
   11.             BELL ROAD AT GRAND AVE MOVING              1,686,772
                   CENTER
   12.             U-HAUL CENTER BUCKLEY ROAD                 1,274,886
   13.             U-HAUL CTR CHAMBERS & I-70                 1,706,386
   14.             U-HAUL HIGHLANDS RANCH                     1,647,545
   15.             U-HAUL STORAGE COLONIAL BLVD               1,969,208
   16.             U-HAUL CENTER OF MANDARIN                  1,176,818
   17.             U-HAUL STORAGE KEY LARGO                   1,337,650
   18.             U-HAUL CENTER OCOEE                        1,765,227
   19.             U-HAUL CENTER ORANGE CITY                  1,655,390


                                  EXHIBIT E-1





Related                                                     Acquisition Cost (in
Premises #                Related Premises                          Dollars)
- ----------         -----------------------------------      --------------------
                                                      
   20.             U-HAUL CENTER KIRKMAN RD                          2,118,272
   21.             U-HAUL STORAGE HUNTER CREEK                       2,255,567
   22.             U-HAUL CENTER HUNTERS CREEK                       1,663,236
   23.             U-HAUL STORAGE ORANGE BLOSSOM TRAIL               1,176,818
   24.             U-HAUL CENTER LAKE MARY                           1,569,090
   25.             U-HAUL CENTER GANDY BLVD                          1,843,681
   26.             U-HAUL CTR OF SEMORAN BLVD                        1,569,090
   27.             U-HAUL CENTER OF CONYER                           1,471,022
   28.             U-HAUL CENTER KENNESAW                            1,804,454
   29.             U-HAUL CENTER OF PLEASANT HILL                    1,490,636
   30.             U-HAUL STORAGE HIGHWAY 85                         1,678,927
   31.             U-HAUL CENTER S COBB & 1285                         192,214
   32.             U-HAUL CENTER OF HIGHWAY 124                      1,255,272
   33.             U-HAUL CENTER OF ALSIP                            1,725,999
   34.             U-HAUL CENTER OF FOX VALLEY                       1,961,363
   35.             U-HAUL CENTER OF CRYSTAL LAKE                     2,000,590
   36.             U-HAUL CENTER OF NAPERVILLE                       2,647,840
   37.             U-HAUL CENTER MERRILLVILLE                        1,686,772
   38.             U-HAUL CENTER OF LENEXA                           1,608,318
   39.             U-HAUL STORAGE BARKSDALE                            863,000
   40.             U-HAUL STORAGE MONGOMERY PARK                       451,113
   41.             U-HAUL CENTER STOUGHTON                           1,604,395
   42.             U-HAUL CENTER OF CENTRAL AVENUE                   4,079,635


                                  EXHIBIT E-2





Related                                                     Acquisition Cost (in
Premises #                 Related Premises                         Dollars)
- ----------         ----------------------------------       --------------------
                                                      
   43.             U-HAUL CTR OF APPLE VALLEY                       1,176,818
   44.             U-HAUL CENTER O'FALLON                           1,569,090
   45.             U-HAUL CENTER ST PETERS                          1,372,954
   46.             U-HAUL STORAGE HATTIESBURG                         176,523
   47.             U-HAUL CENTER GASTONIA                           1,451,409
   48.             U-HAUL STORAGE HYLTON RD.                          666,863
   49.             U-HAUL STORAGE RIO RANCHO                          764,932
   50.             U-HAUL HENDERSON                                 1,569,090
   51.             U-HAUL CENTER LAS VEGAS BLVD.                    1,608,318
   52.             U-HAUL CENTER NELLIS BLVD                        1,729,922
   53.             U-HAUL STORAGE RAINBOW                           2,588,999
   54.             U-HAUL CENTER WEST CRAIG RD                      2,157,499
   55.             U-HAUL CENTER BRUCKNER & 138TH ST.               2,216,340
   56.             U-HAUL STORAGE NORTHERN LIGHTS                     706,091
   57.             U-HAUL STORAGE STILLWATER                          509,954
   58.             U-HAUL CTR OF COOL SPRINGS                       1,847,604
   59.             U-HAUL CENTER COLLINS STREET                     1,490,636
   60.             U-HAUL CENTER SLAUGHTER LANE                     1,588,704
   61.             U-HAUL STG KINGSLEY/JUPITER                      1,019,909
   62.             U-HAUL STORAGE DE SOTO                             392,273
   63.             U-HAUL CENTER & STORAGE OF MONTANA               1,235,659
   64.             U-HAUL CENTER JOHN WHITE                         1,710,308
   65.             U-HAUL CENTER GRAPEVINE                          2,169,267


                                  EXHIBIT E-3





Related                                                   Acquisition Cost (in
Premises #                Related Premises                      Dollars)
- ----------         -----------------------------          --------------------
                                                    
   66.             U-HAUL CENTER 290                           1,333,727
   67.             U-HAUL CENTER HIGHWAY 6 SOUTH               1,961,363
   68.             U-HAUL CENTER KATY                          1,380,799
   69.             U-HAUL CTR CEN-TEX                          1,251,350
   70.             U-HAUL CTR OF LEAGUE CITY                   1,455,331
   71.             VALLEY RIDGE U-HAUL CENTER                  1,569,090
   72.             U-HAUL CENTER WEST MCKINNEY                 1,490,636
   73.             U-HAUL CENTER TOLLWAY                       1,839,758
   74.             U-HAUL CENTER CHANTILLY                     1,882,908
   75.             U-HAUL CENTER OF SOUTHPARK                    439,345
   76.             U-HAUL DUMFRIES                             1,678,927
   77.             U-HAUL CENTER NEWINGTON                     2,745,908
   78.             U-HAUL CENTER POTOMIC MILLS                 1,121,900


                                   EXHIBIT E-4



                                                                       EXHIBIT F

                  PREMISES PERCENTAGE ALLOCATION OF BASIC RENT



Related
Premises #                   Related Premises                   Percentage
- ----------         ------------------------------------         ----------
                                                          
    1.             U-HAUL CENTER BGOVERNMENT ST.                  0.24%
    2.             U-HAUL STORAGE OXFORD                          0.67%
    3.             U-HAUL STORAGE FOUNTAIN HILLS                  1.38%
    4.             U-HAUL CENTER 87TH & BELL                      1.08%
    5.             U-HAUL STORAGE S. 40TH ST.                     0.34%
    6.             U-HAUL CENTER CAVE CREEK                       1.42%
    7.             U-HAUL CENTER ANTHEM RV                        0.64%
    8.             U-HAUL CENTER ANTHEM WAY                       1.29%
    9.             U-HAUL CENTER I-17 & DEER VLY                  1.35%
   10.             U-HAUL CENTER PRESCOTT                         1.42%
   11.             BELL ROAD AT GRAND AVE MOVING CENTER           1.45%
   12.             U-HAUL CENTER BUCKLEY ROAD                     1.10%
   13.             U-HAUL CTR CHAMBERS & I-70                     1.47%
   14.             U-HAUL HIGHLANDS RANCH                         1.42%
   15.             U-HAUL STORAGE COLONIAL BLVD                   1.69%
   16.             U-HAUL CENTER OF MANDARIN                      1.01%
   17.             U-HAUL STORAGE KEY LARGO                       1.15%
   18.             U-HAUL CENTER OCOEE                            1.52%
   19.             U-HAUL CENTER ORANGE CITY                      1.42%


                                  EXHIBIT F-1





Related
Premises #                Related Premises                     Percentage
- ----------         -----------------------------------         ----------
                                                         
   20.             U-HAUL CENTER KIRKMAN RD                      1.82%
   21.             U-HAUL STORAGE HUNTER CREEK                   1.94%
   22.             U-HAUL CENTER HUNTERS CREEK                   1.43%
   23.             U-HAUL STORAGE ORANGE BLOSSOM TRAIL           1.01%
   24.             U-HAUL CENTER LAKE MARY                       1.35%
   25.             U-HAUL CENTER GANDY BLVD                      1.59%
   26.             U-HAUL CTR OF SEMORAN BLVD                    1.35%
   27.             U-HAUL CENTER OF CONYER                       1.27%
   28.             U-HAUL CENTER KENNESAW                        1.55%
   29.             U-HAUL CENTER OF PLEASANT HILL                1.28%
   30.             U-HAUL STORAGE HIGHWAY 85                     1.44%
   31.             U-HAUL CENTER S COBB & 1285                   0.17%
   32.             U-HAUL CENTER OF HIGHWAY 124                  1.08%
   33.             U-HAUL CENTER OF ALSIP                        1.48%
   34.             U-HAUL CENTER OF FOX VALLEY                   1.69%
   35.             U-HAUL CENTER OF CRYSTAL LAKE                 1.72%
   36.             U-HAUL CENTER OF NAPERVILLE                   2.28%
   37.             U-HAUL CENTER MERRILLVILLE                    1.45%
   38.             U-HAUL CENTER OF LENEXA                       1.38%
   39.             U-HAUL STORAGE BARKSDALE                      0.74%
   40.             U-HAUL STORAGE MONGOMERY PARK                 0.39%
   41.             U-HAUL CENTER STOUGHTON                       1.38%
   42.             U-HAUL CENTER OF CENTRAL AVENUE               3.51%


                                  EXHIBIT F-2





Related
Premises #                Related Premises                    Percentage
- ----------         ----------------------------------         ----------
                                                        
   43.             U-HAUL CTR OF APPLE VALLEY                   1.01%
   44.             U-HAUL CENTER O'FALLON                       1.35%
   45.             U-HAUL CENTER ST PETERS                      1.18%
   46.             U-HAUL STORAGE HATTIESBURG                   0.15%
   47.             U-HAUL CENTER GASTONIA                       1.25%
   48.             U-HAUL STORAGE HYLTON RD.                    0.57%
   49.             U-HAUL STORAGE RIO RANCHO                    0.66%
   50.             U-HAUL HENDERSON                             1.35%
   51.             U-HAUL CENTER LAS VEGAS BLVD.                1.38%
   52.             U-HAUL CENTER NELLIS BLVD                    1.49%
   53.             U-HAUL STORAGE RAINBOW                       2.23%
   54.             U-HAUL CENTER WEST CRAIG RD                  1.86%
   55.             U-HAUL CENTER BRUCKNER & 138TH ST.           1.91%
   56.             U-HAUL STORAGE NORTHERN LIGHTS               0.61%
   57.             U-HAUL STORAGE STILLWATER                    0.44%
   58.             U-HAUL CTR OF COOL SPRINGS                   1.59%
   59.             U-HAUL CENTER COLLINS STREET                 1.28%
   60.             U-HAUL CENTER SLAUGHTER LANE                 1.37%
   61.             U-HAUL STG KINGSLEY/JUPITER                  0.88%
   62.             U-HAUL STORAGE DE SOTO                       0.34%
   63.             U-HAUL CENTER & STORAGE OF MONTANA           1.06%
   64.             U-HAUL CENTER JOHN WHITE                     1.47%
   65.             U-HAUL CENTER GRAPEVINE                      1.87%


                                   EXHIBIT F-3





Related
Premises #               Related Premises                Percentage
- ----------         -----------------------------         ----------
                                                   
   66.             U-HAUL CENTER 290                       1.15%
   67.             U-HAUL CENTER HIGHWAY 6 SOUTH           1.69%
   68.             U-HAUL CENTER KATY                      1.19%
   69.             U-HAUL CTR CEN-TEX                      1.08%
   70.             U-HAUL CTR OF LEAGUE CITY               1.25%
   71.             VALLEY RIDGE U-HAUL CENTER              1.35%
   72.             U-HAUL CENTER WEST MCKINNEY             1.28%
   73.             U-HAUL CENTER TOLLWAY                   1.58%
   74.             U-HAUL CENTER CHANTILLY                 1.62%
   75.             U-HAUL CENTER OF SOUTHPARK              0.38%
   76.             U-HAUL DUMFRIES                         1.44%
   77.             U-HAUL CENTER NEWINGTON                 2.36%
   78.             U-HAUL CENTER POTOMIC MILLS             0.97%


If any of the Related Premises ceases to be subject to this Lease, the
percentage shown on this Exhibit F for each of the Related Premises which
remains subject to this Lease shall be adjusted proportionately so that the
total of such percentages shall be 100%.

                                  EXHIBIT F-4



                                                                       EXHIBIT G

                              LOCAL LAW PROVISIONS

1.    With respect to each Related Premises situate in the state of Florida,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a)   THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
            THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
            LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
            WITH THIS LEASE, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
            CONJUNCTION HEREWITH, OR THE COURSE OF CONDUCT, COURSE OF DEALING,
            STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
            (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
            LEASE AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS
            FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS
            PROVISION IS A MATERIAL INDUCEMENT FOR THE UNDERSIGNED TO EXECUTE
            THIS LEASE.

      (b)   In compliance with Florida law, Landlord is required to provide the
            following notification: "Radon Gas: Radon is a naturally occurring
            radioactive gas that, when it has accumulated in a building in
            sufficient quantities, may present health risks to persons who are
            exposed to it over time. Levels of radon that exceed federal and
            state guidelines have been found in buildings in Florida. Additional
            information regarding radon and radon testing may be obtained from
            your county public health unit.

      (c)   Tenant expressly waives all of the following: (A) the requirement
            under Section 83.12 of the Florida Statutes that the plaintiff in
            his distress for rent action file a bond payable to the Tenant in at
            least double the sum demanded by the plaintiff, it being understood
            that no bond shall be required in any such action; (B) the right of
            Tenant under Section 83.14 of the Florida Statutes to replevy
            distrained property; (C) the right of counterclaim in any action
            brought by Landlord against Tenant for damages or for possession of
            the Leased Premises due to nonpayment of Rent or any other Monetary
            Obligation; and (D) the notice requirement set forth in Section
            83.20 of the Florida Statutes.

2.    With respect to each Related Premises situate in the state of Indiana,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a) The term "Environmental Law", as defined in Paragraph 2 of this Lease,
includes, without limitation, all of the Environmental Management Laws, as
defined in Ind. Code 13-11-2-71.

      (b) Tenant waives, to the fullest extent permitted by Applicable Indiana
Law (as defined below), any notice to quit as a condition precedent to
Landlord's remedies under Paragraph 23 of this Lease.

                                  EXHIBIT G-1



      (c) Where any provision of this Lease is inconsistent with any provision
of Indiana Law ("Applicable Indiana Law"), the provisions of Applicable Indiana
Law shall take precedence over the provisions of this Lease, but shall not
invalidate or render unenforceable any other provisions of this Lease that can
be construed in a manner consistent with Applicable Indiana Law. Should
Applicable Indiana Law confer any rights or impose any duties inconsistent with
or in addition to any of the provisions of this Lease, the affected provisions
of this Lease shall be considered amended to conform to such Applicable Indiana
Law, but all other provisions hereof shall remain in full force and effect
without modification.

      (d) To the extent that Applicable Indiana Law limits (i) the availability
of the exercise of any of the remedies set forth in the Lease, and the right of
Landlord to exercise self-help in connection with the enforcement of the terms
of this Lease, or (ii) the enforcement of waivers and indemnities made by
Tenant, such remedies, waivers, or indemnities shall be exercisable or
enforceable, any provisions in this Lease to the contrary notwithstanding, if,
and to the extent, permitted by Applicable Indiana Law in force at the time of
the exercise of such remedies or the enforcement of such waivers or indemnities
without regard to the enforceability of such remedies, waivers or indemnities at
the time of the execution and delivery of this Lease.

      (e) Whenever in this Lease a party is entitled to recover attorneys' fees
in any litigation, such party shall be entitled to recover all expenses and
costs incurred at, before and after trial and on appeal, whether or not taxable
as costs, in such litigation.

      (f) Landlord and Tenant agree to execute and record a memorandum of lease
satisfying the requirements of Ind. Code 36-2-11-20, in the office of the County
Recorder in which the Related Premises is located.

      (g) Tenant hereby certifies to Landlord that in connection with the sale
and leasing of the Related Premises, Tenant has complied, or will comply, with
the Disclosure Law by (A) the completion and delivery to Landlord of a
disclosure document (the "Disclosure Document") in the form required by Ind.
Code 13-25-3 (the "Disclosure Law"), (B) the timely recording of the Disclosure
Document in the Office of the Recorder of the County in which the Related
Premises is located, and (C) the timely filing the Disclosure Document in the
Office of the Indiana Department of Environmental Management; or Tenant has
determined after diligent investigation, and Tenant hereby certifies to
Landlord, that the Related Premises does not constitute "property" under the
Disclosure Law, and therefore, delivery, filing and recording of a Disclosure
Document is not required, because:

            (A) the Related Premises does not contain (1) or more facilities
      that are subject to reporting under Section 312 of the Federal Emergency
      Planning and Community Right-to-Know Act of 1986 (42 U.S.C. 11022);

            (B) the Related Premises is not the site of one (1) or more
      underground storage tanks for which notification is required under: (A) 42
      U.S.C. 6991(a) and (B) Ind. Code 13-23-l-2(c)(8)(A); or

                                  EXHIBIT G-2



            (C) the Related Premises is not listed in the Comprehensive
      Environmental Response, Compensation and Liability Information System
      (CERCLIS) in accordance with Section 116 of CERCLA (42 U.S.C. 9616).

      (h) Tenant hereby waives, to the fullest extent permitted by Applicable
Indiana Law, relief from valuation and appraisement laws and Tenant covenants
and agrees that any judgment obtained by Landlord against Tenant may be executed
in the State of Indiana without relief from such valuation and appraisement
laws.

3.    With respect to each Related Premises situate in the state of Texas,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a) The term "Environmental Law", as defined in Paragraph 2 of this Lease,
includes, without limitation, Chapter 26 of the Texas Water Code and Chapter 361
of the Texas Health & Safety Code"

      (b) The term "Legal Requirements" as defined in Paragraph 2 of this Lease
includes, without limitation, the Texas Assessibilities Act.

      (c) Without limiting anything contained in Paragraph 7(a)(i), Landlord and
Tenant agree that each provision of this Lease for determining charges, amounts
and Additional Rent payable by Tenant is commercially reasonable and, as to each
such charge or amount, constitutes a "method by which the charge is to be
computed" for purposes of Section 93.012 of the Texas Property Code.
Furthermore, Landlord and Tenant are knowledgeable and experienced in commercial
transactions and agree that the provisions of this Lease for determining
charges, amounts and Additional Rent payable by Tenant are commercially
reasonable and valid even though such methods may not state a precise
mathematical formula for determining such charges.

4.    With respect to each Related Premises situate in the state of Louisiana,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a)   The term "lien" will also mean a privilege. The term "real property"
            will mean "immovable property" as that term is used in the Louisiana
            Civil Code. The term "personal property" will mean "movable
            property" as that term is used in the Louisiana Civil Code. The term
            "easement" will include "servitude" as that term is used in the
            Louisiana Civil Code. The term "building" will also include "other
            constructions" as that term is used in the Louisiana Civil Code. The
            term "tangible" will mean "corporeal" as that term is used in the
            Louisiana Civil Code. The term "intangible" will mean "incorporeal"
            as that term is used in the Louisiana Civil Code. The term "fee
            simple estate" will mean "full ownership interest" as that term is
            used in the Louisiana Civil Code. The term "condemnation" will
            include "expropriation" as that term is used in Louisiana law. The
            term "receiver" will include "keeper" as that term is used in
            Louisiana law. The term "county" will mean "parish" as that term is
            used in Louisiana. The term "conveyance in lieu of foreclosure" or
            "action in lieu thereof will mean "giving in payment" as that term
            is used in the Louisiana Civil Code and "dation en paiement". The
            term "joint and several" will mean "solidary" as that term is used
            in the Louisiana

                                  EXHIBIT G-3



            Civil Code. The term "Uniform Commercial Code" will mean the
            Louisiana Commercial Laws, La. R.S. Section 10:9-101 et seq.

      (b)   WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TENANT HEREBY
            WAIVES ALL REPRESENTATIONS AND WARRANTIES ON THE PART OF LANDLORD,
            WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL
            WARRANTIES WITH RESPECT TO THE MATTERS DISCLAIMED BY LANDLORD IN THE
            LEASE, ALL WARRANTIES THAT THE LEASED PREMISES ARE FREE FROM DEFECTS
            OR DEFICIENCIES, WHETHER LATENT OR PATENT, ALL WARRANTIES THAT THEY
            ARE SUITABLE FOR TENANT'S USE, AND ALL WARRANTIES UNDER LA. CIV.
            CODE ARTS. 2692-2704 OR ANY OTHER PROVISION OF LOUISIANA LAW. TENANT
            FURTHER WAIVES ANY AND ALL RIGHT TO REQUIRE LANDLORD TO MAKE ANY
            ALTERATIONS, ADDITIONS, OR CHANGES TO THE LEASED PREMISES AND AGREES
            THAT NO DEFECT OR DEFICIENCY IN THE LEASED PREMISES, WHETHER LATENT
            OR PATENT, WILL RELIEVE TENANT OF ITS OBLIGAITON TO PAY RENT OR ANY
            OF ITS OTHER OBLIGATIONS UNDER THIS LEASE.

      (c)   Tenant hereby expressly acknowledges that the Landlord intends to
            assign this Lease and the Monetary Obligations hereunder to a third
            party assignee and, notwithstanding any provision to the contrary,
            Tenant specifically assumes the risk of any disruption, interruption
            or loss, either total or partial, of the Tenant's peaceable
            possession of the Leased Premises for any reason whatsoever,
            specifically waives all warranties against such disruption,
            interruption or loss, and unconditionally and absolutely consents to
            make payments of Monetary Obligations to such third party assignee
            without the benefit of abatement, deduction, deferment or reduction
            of or set off against Monetary Obligations, but reserves any right
            that it may have to proceed against the Landlord for any default
            under this Lease, or for any denial of the Tenant's peaceable
            possession of the Leased Premises. The Tenant acknowledges that this
            provision is a bargained-for-covenant without which the Landlord
            would not have entered into this Lease.

      (d)   Tenant hereby assumes full responsibility for the condition of the
            Leased Premises throughout the Term for all purposes, including,
            without limitation, for purposes of La.R.S. section 9:3221.

      (e)   Tenant hereby waives all right to be reimbursed or compensated for
            any Work that becomes the property of Landlord.

      (f)   Any conveyance of the Leased Premises by Landlord to Tenant shall be
            "as is - where is," with a full waiver of all express and implied
            warranties of title and condition, and the Act of Cash Sale
            (referred to as a "special warranty deed" in Paragraph 20(b) below)
            pursuant to which Landlord conveys title to Tenant with no warranty
            except as set out below and containing the following warranty
            waivers (in the language set out below, "Buyer" will refer to
            Tenant, "Seller" will refer to Landlord, and "Property" will refer
            to the Leased Premises):

                                  EXHIBIT G-4



                  "Buyer has inspected the title to and condition of the
                  Property and is completely aware of and satisfied with its
                  current title and condition. This sale, transfer and
                  conveyance is made "as is-where is" without any warranty,
                  guaranty, or representations by Seller as to the title to or
                  condition of the Property other than warranty of
                  merchantability of title as to Seller's own acts with respect
                  to the lien of and security interest created by any mortgage
                  or assignment placed on the Property by Seller and liens,
                  privileges, exceptions and restrictions on, against or
                  relating to the Property which have been created by or
                  resulted solely from acts of Seller after the date of that
                  certain Lease dated as of March 31, 2004 by and between Seller
                  and Buyer (the "Lease"), unless the same are Permitted
                  Encumbrances (as defined in the Lease) or were created with
                  the concurrence of Buyer or as a result of a default by Buyer
                  under the Lease. Seller hereby expressly disclaims and Buyer
                  hereby expressly waives any and all warranties whatsoever,
                  either oral or written, expressed or implied, made by Seller
                  or any other person or entity or implied by law with respect
                  to the Property, other than warranty of merchantability of
                  title as to Seller's own acts with respect to the matters
                  described above, with the warranties waived herein including,
                  without limitation, any and all warranties of title or
                  peaceable possession (other than warranty of merchantability
                  of title as to Seller's own acts as to the matters described
                  above) or as to zoning or restrictions affecting the Property,
                  any and all warranties as to the condition of the Property or
                  any of its components or parts or contents or any
                  improvements, fixtures, or equipment forming a part thereof,
                  any and all warranties with respect to the fitness or
                  suitability of the Property for Buyer's business or any other
                  particular or general use or purpose, and any and all
                  warranties with respect to the condition of the Property under
                  La. Civ. Code art. 2475, and any and all warranties whatsoever
                  under La. Civ. Code arts. 2477 through 2548 or any other
                  provision of law. Buyer expressly acknowledges the foregoing
                  and waives any and all right or cause of action that Buyer has
                  or may have to rescind or resolve this transfer or to demand a
                  reduction in purchase price based upon the existence of any
                  redhibitory or other vices, defects, or other deficiencies in
                  the Property or any improvements, fixtures, or equipment
                  forming a part thereof, based upon the unsuitability of the
                  Property or any of its components or parts for Buyer's
                  intended use or any other use, based upon any eviction of
                  Buyer, in whole or in part, or based upon any other claimed
                  breach of warranty or other matter whatsoever, this transfer
                  being otherwise entirely at Buyer's sole peril and risk,
                  provided, however, that Seller will remain liable for breach
                  of its warranty of merchantability of title as to its own acts
                  with respect to the matters described above. Buyer
                  acknowledges and agrees that the foregoing disclaimers and
                  waiver of warranties have been fully explained to Buyer and
                  that Buyer understands the same. Buyer and Seller jointly
                  acknowledge and agree that the foregoing waivers and
                  disclaimers are of the essence of this transaction and the
                  same would not otherwise have been entered into or consummated
                  without them.

                                   EXHIBIT G-5



                  Without limiting the generality of the foregoing, Buyer hereby
                  expressly waives, and releases Seller from, any claims,
                  demands, causes or rights of action, in reimbursement,
                  contribution or otherwise, that Buyer has or may have against
                  Seller arising out of damages, losses or liabilities incurred
                  by or imposed on Buyer or its successors or assigns based upon
                  the existence of any asbestos and/or any other Hazardous
                  Materials in, on or under the Property. "Hazardous Materials"
                  means any substance or substances: (i) the presence of which
                  requires investigation or remediation under any federal, state
                  or local statue, regulation, ordinance, order, action, policy
                  or law; or (ii) which is or becomes defined as a "hazardous
                  waste," hazardous substance," pollutant or contaminant under
                  any federal, state or local statute, regulation, rule or
                  ordinance or amendments thereto including, without limitation,
                  the Comprehensive Environmental Response, Compensation and
                  Liability Act (42 U.S.C. section 9601 et seq.) and/or the
                  Resource Conservation and Recovery Act (42 U.S.C. section 6901
                  et seq.); and/or the Louisiana Environmental Quality Act (La.
                  R.S. section 30:2001 et seq.); or (iii) which is toxic,
                  explosive, corrosive, flammable, infectious, radioactive,
                  carcinogenic, mutagenic, or otherwise hazardous and is or
                  becomes regulated by any governmental authority, agency,
                  department, commission, board, agency or instrumentality of
                  the United States, the State of Louisiana or any political
                  subdivision thereof."

      (g)   The following text shall be deemed added to Paragraph 21(d):

            "For purposes of each Related Premises situate in Louisiana, as
security for performance of its obligations under this Lease up to, but not in
excess of a maximum amount outstanding from time to time, one or more times, of
$654,553,484, Tenant hereby collaterally assigns to Landlord all right, title,
and interest of Tenant in and to all subleases now in existence or hereafter
entered into for any or all of the Leased Premises, and any and all extensions,
modifications, and renewals thereof and all rents, issues and profits therefrom.
This collateral assignment shall become absolute automatically as provided in
La. R.S. Section 9:4401 upon the occurrence of an Event of Default, and at that
time, Landlord shall have the right to give notice to the subtenants and receive
the rents, issues, and profits directly, and all of its other rights and
remedies under this Lease and at law."

      (h)   The following text shall be deemed added to the end of Paragraph
            23(a)(i) and the end of Paragraph 26:

            "Tenant hereby waives all notice to vacate."

      (i)   The following text shall be deemed added to the end of the last
            sentence of Paragraph 40(g):

            "or, for purposes of Louisiana law, solidary."

                                  EXHIBIT G-6



5.    With respect to the Related Premises situate in the state of Mississippi,
      notwithstanding anything in the Lease to the contrary (including, without
      limitation, Paragraph 23 (k)), the following provision shall apply:

                  In compliance with Mississippi Code Ann. Section 89-7-25, if
                  Tenant shall fail to surrender the Leased Premises as of the
                  Vacate Date, Tenant shall pay to Landlord, on a per diem
                  basis, an amount equal to two (2) times the Rent that
                  otherwise would have been payable under the Lease for the use
                  and occupancy of the Leased Premises for each day after the
                  Vacate Date that Tenant fails to surrender the Leased
                  Premises, which amount shall be Landlord's sole remedy for
                  monetary damages with respect to Tenant's failure to vacate.

6.    With respect to each Related Premises situate in the state of Maryland,
      notwithstanding anything in the Lease to the contrary, the following
      provisions shall apply:

      (a)   Paragraph 11(b) of the Lease is hereby deleted in its entirety and
            the following paragraph is inserted in its place:

                  Neither this Lease, nor any memorandum of lease or any other
                  instrument or document that publishes or otherwise gives
                  actual or constructive notice of this Lease or its terms shall
                  be recorded in the Land Records of Price George's County,
                  Maryland.

      (b)   Paragraph 23(a)(i) of the Lease is hereby amended so that
            immediately following the fifth sentence of such subsection, which
            fifth sentence concludes with "remove any Persons or property
            therefrom", the following sentence is inserted:

                  Without limiting, and in furtherance of, the foregoing,
                  Landlord may bring an action or actions for possession of the
                  Leased Premises pursuant to Title 8, Subtitle 4 of the Real
                  Property Article of the Annotated Code of Maryland, as
                  amended; and may proceed by an action for distress and sale of
                  the goods there found to levy the rent due, pursuant to Title
                  8, Subtitle 3 of the Real Property Article of the Annotated
                  Code of Maryland.

                                   EXHIBIT G-7



                                                                       EXHIBIT H

                 TENANT'S POST-CLOSING ENVIRONMENTAL OBLIGATIONS

      At Tenant's sole cost and expense, Tenant (i) shall promptly retain (or
cause to be retained) ATC Associates ("ATC") for the purposes of implementing
ATC's March 29, 2004 Proposal #05-2004-042, "PROPOSAL FOR LTD SITE ASSESSMENT
(3-MW INSTALLATIONS) & SEMI-ANNUAL MONITORING ACTIVITIES FOR THREE YEARS" for
the Related Premises situate in Ocoee, Florida (the "Monitoring Work") and, (ii)
on or prior to September 30, 2007, shall cause ATC to (a) complete the
Monitoring Work, (b) issue a report in favor of Lender and Landlord containing
the results of the Monitoring Work, and (c) certify to Landlord and Lender that
ATC has been paid in full with respect to the Monitoring Work and the associated
report.

            Copies of all correspondence with ATC, including all reports
prepared by ATC in accordance with the proposal shall be send to Landlord via
overnight delivery to:

Reed Smith LLP                          UH Storage (DE) Limited Partnership
Attention: Louis A. Naugle, Esquire     c/o W. P. Carey & Co., LLC
435 Sixth Avenue                        50 Rockefeller Plaza, 2nd Floor
Pittsburgh, PA 15219                    New York, NY 10020
412-288-8586 (tel)                      Attention: Donna Neiley
412-288-3063 (fax)
lnaugle@reedsmith.com

                                    EXHIBIT H

EX-10.3

                                                                    EXHIBIT 10.3

                                LEASE AGREEMENT

                                 by and between

                      UH STORAGE (DE) LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                                  as LANDLORD

                                      and

                             MERCURY PARTNERS, LP,

                         a Nevada limited partnership,

                                    as TENANT

                    Premises: See Schedule A attached hereto

                          Dated as of: March 31, 2004





                                TABLE OF CONTENTS



                                                                               Page
                                                                               ----
                                                                            
1.   Demise of Premises....................................................      1

2.   Certain Definitions...................................................      1

3.   Title and Condition; Single Lease Transaction.........................     12

4.   Use of Leased Premises; Quiet Enjoyment...............................     14

5.   Term..................................................................     16

6.   Basic Rent............................................................     17

7.   Additional Rent.......................................................     17

8.   Net Lease: Non-Terminability..........................................     18

9.   Payment of Impositions................................................     19

10.  Compliance with Laws and Easement Agreements; Environmental Matters...     20

11.  Liens; Recording .....................................................     23

12.  Maintenance and Repair................................................     24

13.  Alterations and Improvements..........................................     24

14.  Permitted Contests....................................................     26

15.  Indemnification ......................................................     26

16.  Insurance.............................................................     28

17.  Casualty and Condemnation.............................................     31

18.  Termination Events....................................................     33

19.  Restoration...........................................................     34

20.  Procedures Upon Purchase..............................................     35

21.  Assignment and Subletting: Prohibition against Leasehold Financing....     37

22.  Events of Default.....................................................     40

23.  Remedies and Damages Upon Default.....................................     43

24.  Notices...............................................................     46

25.  Estoppel Certificate..................................................     46

26.  Surrender.............................................................     47

27.  No Merger of Title....................................................     47

28.  Books and Records.....................................................     47

29.  Determination of Value................................................     48

30.  Non-Recourse as to Landlord...........................................     50


                                        i



                                                                             
31.  Financing.............................................................     50

32.  Subordination, Non-Disturbance and Attornment.........................     51

33.  Tax Treatment; Reporting..............................................     52

34.  Option to Purchase ...................................................     52

35.  Security Deposit......................................................     53

36.  Economic Abandonment..................................................     55

37.  Substitution and Exchange of Premises.................................     56

38.  UHS Lease; Automatic Assumption of the UHS Lease .....................     57

39.  Local Law Provisions .................................................     58

40.  Miscellaneous ........................................................     58



     Exhibit "A-l" - Legal Descriptions of each Related Premises
     Exhibit "A-2" - Street Addresses of each Related Premises
     Exhibit "B"   - Machinery and Equipment
     Exhibit "C-l" - Schedule of Permitted Encumbrances
     Exhibit "C-2" - Schedule B from each Title Pro Forma
     Exhibit "D"   - Rent Schedule
     Exhibit "E"   - Acquisition Costs
     Exhibit "F"   - Premises Percentage Allocation of Basic Rent
     Exhibit "G"   - Local Law Provisions
     Exhibit "H"   - Tenant's Post Closing Environmental Obligations


                                       ii



      LEASE AGREEMENT, made as of March 31, 2004, between UH STORAGE (DE)
LIMITED PARTNERSHIP, a Delaware limited partnership (together with any of its
successors and/or assigns, "Landlord"), with an address c/o W. P. Carey & Co.
LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and MERCURY
PARTNERS, LP, a Nevada limited partnership ("Tenant") with an address at c/o
Jones Vargas, 100 W. Liberty Street, Suite 1200, Reno, Nevada 89501.

      In consideration of the rents and provisions herein stipulated to be paid
and performed, Landlord and Tenant hereby covenant and agree as follows:

            1. Demise of Premises. Landlord hereby demises and lets to Tenant,
and Tenant hereby takes and leases from Landlord, for the term and upon the
provisions hereinafter specified, the following described properties
(hereinafter referred to collectively as the "Leased Premises" and each
individually as a "Related Premises": (a) that portion of the land described in
Exhibit "A-l" attached hereto upon which the Improvements containing the
self-storage units and related facilities are located and designated "RV", boat
and customer trailer parking areas are located, together with the Appurtenances
related thereto, and together with a personal easement for the benefit of Tenant
(and any permitted assignees or sublessees of Tenant's interests hereunder)
granting the right of ingress and egress for vehicular and pedestrian access
over and through the Common Areas (collectively, the "Land"); (b) the buildings,
structures and other improvements now or hereafter constructed on the Land
(collectively, the "Improvements"); and (c) the fixtures, machinery, equipment
and other property described in Exhibit "B" on the Land or within any
Improvements thereon (collectively, the "Equipment").

            2. Certain Definitions.

                  "Abandonment Date" shall mean the Abandonment Date as defined
in Paragraph 36.

                  "Abandonment Notice" shall mean Abandonment Notice as defined
in Paragraph 36.

                  "Abandonment Offer Amount" shall mean the Abandonment Offer
Amount as defined in Paragraph 36.

                  "Abandonment Premises" shall mean the Leased Premises or any
of the Related Premises, as applicable, abandoned pursuant to Paragraph 36.

                  "Acquisition Cost" of each of the Related Premises shall mean
the amount set forth opposite such premises on Exhibit "E" hereto.

                  "Additional Rent" shall mean Additional Rent as defined in
Paragraph 7.

                  "Affected Premises" shall mean the Affected Premises as
defined in Paragraph 18.

                                       1



                  "Affiliate" of any Person shall mean any Person which shall
(1) control, (2) be under the control of, or (3) be under common control with
such Person (the term "control" as used herein shall be deemed to mean ownership
of more than 50% of the outstanding Voting Stock of a corporation, or other
majority equity and control interest if such Person is not a corporation).

                  "Alterations" shall mean all changes, additions, improvements
or repairs to, all alterations, reconstructions, renewals, replacements or
removals of and all substitutions or replacements for any of the Improvements or
Equipment, both interior and exterior, structural and non-structural, and
ordinary and extraordinary.

                  "Appurtenances" shall mean all tenements, hereditaments,
easements, rights-of-way, rights, privileges in and to the Land, including (a)
easements over other lands granted by any Easement Agreement and (b) any
streets, ways, alleys, sidewalks, driveways, curbs vaults, gores or strips of
land adjoining the Land.

                  "Assignment" shall mean any assignment of rents and leases
from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b)
secures Landlord's obligation to repay a Loan, as the same may be amended,
supplemented or modified from time to time, in any case, whether pursuant to a
separate agreement or as part of a Mortgage.

                  "Assignment and Assumption of UHS Lease Agreement" shall mean
that certain Assignment and Assumption Agreement dated as of the date hereof by
and between Tenant and UHS Tenant.

                  "Assignment and Subordination of Management Agreement" shall
mean that certain Assignment and Subordination of Management Agreement dated as
of the date hereof by and among Tenant, Landlord and Manager and any future
assignment and subordination of management agreement by and among Tenant,
Manager and Landlord, which future assignment and subordination of management
agreement shall be in form and substance reasonably acceptable to each party
thereto.

                  "Automatic Renewal Notice" shall mean Automatic Renewal Notice
as defined in Paragraph 5.

                  "Basic Rent" shall mean Basic Rent as defined in Paragraph 6.

                  "Basic Rent Adjustment Date" shall mean Basic Rent Adjustment
Date as defined in Exhibit "D".

                  "Basic Rent Payment Dates" shall mean the Basic Rent Payment
Dates as defined in Paragraph 6.

                  "Casualty" shall mean any loss of or damage to or destruction
of or which affects the Leased Premises or Appurtenances or which arises from
the Appurtenances.

                                       2



                  "Commencement Date" shall mean Commencement Date as defined in
Paragraph 5.

                  "Common Areas" shall mean the applicable area or areas located
upon or comprising a portion of each Related Premises necessary for Tenant
and/or its employees, customers, contractors and invitees to enjoy vehicular and
pedestrian ingress and/or egress to and from the Improvements from (i) any
public street adjoining the Land or (ii) any office or general parking areas
located upon or constituting a portion of the land and improvements demised to
UHS under the UHS Lease for the Corresponding UHS Premises.

                  "Condemnation" shall mean a Taking and/or a Requisition.

                  "Condemnation Notice" shall mean written notice of the
relevant condemning authority, of the institution of or intention to institute
any proceeding for Condemnation.

                  "Corresponding UHS Premises" shall mean the real property and
improvements demised pursuant to the UHS Lease and located contiguously to, and
at the same street address as, the applicable Related Premises, Affected
Premises, Exchange Premises or Abandonment Premises as the context shall
require, demised hereunder to Tenant.

                  "Costs" of a Person or associated with a specified transaction
shall mean all reasonable out-of-pocket costs and expenses incurred by such
Person or associated with such transaction, including without limitation,
attorneys' fees and expenses, court costs, brokerage fees, escrow fees, title
insurance premiums, recording fees and transfer taxes, as the circumstances
require.

                  "CPI" shall mean CPI as defined in Exhibit "D" hereto.

                  "CPI Adjusted Acquisition Cost" shall mean the product of (x)
the Acquisition Cost, as increased by CPI from the Commencement Date through the
Option Purchase Date in the same manner that Basic Rent is adjusted by CPI
pursuant to Exhibit "D" and (y) 0.90.

                  "Default Rate" shall mean the Default Rate as defined in
Paragraph 7(a)(iv).

                  "Easement Agreement" shall mean any conditions, covenants,
restrictions, easements, declarations, and other similar agreements burdening or
benefiting any Related Premises and listed as Permitted Encumbrances or as may
hereafter affect the Land comprising any Related Premises or the use or
occupancy of any Related Premises and bind Landlord and/or any future fee owner
of any Related Premises.

                  "Environmental Law" shall mean (i) whenever enacted or
promulgated, any applicable federal, state, foreign and local law, statute,
ordinance, rule, regulation, license, permit, authorization, approval, consent,
court order, judgment, decree, injunction, code, requirement or agreement with
any governmental entity, (x) relating to pollution (or the cleanup thereof), or
the protection of air, water vapor, surface water, groundwater, drinking water
supply,

                                       3



land (including land surface or subsurface), plant, aquatic and animal life from
injury caused by a Hazardous Substance or (y) concerning exposure to, or the
use, containment, storage, recycling, reclamation, reuse, treatment, generation,
discharge, transportation, processing, handling, labeling, production, disposal
or remediation of any Hazardous Substance, Hazardous Condition or Hazardous
Activity, in each case as amended and as now or hereafter in effect, and (ii)
any common law or equitable doctrine (including, without limitation, injunctive
relief and tort doctrines such as negligence, nuisance, trespass and strict
liability) that may impose liability or obligations or injuries or damages due
to or threatened as a result of the presence of, exposure to, or ingestion of,
any Hazardous Substance. The term Environmental Law includes, without
limitation, the federal Comprehensive Environmental Response Compensation and
Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the
federal Water Pollution Control Act, the federal Clean Air Act, the federal
Clean Water Act, the federal Resources Conservation and Recovery Act of 1976
(including the Hazardous and Solid Waste Amendments to RCRA), the federal Solid
Waste Disposal Act, the federal Toxic Substance Control Act, the federal
Insecticide, Fungicide and Rodenticide Act, the federal Occupational Safety and
Health Act of 1970, the federal National Environmental Policy Act and the
federal Hazardous Materials Transportation Act, each as amended and as now or
hereafter in effect and any similar state or local Law.

                  "Environmental Violation" shall mean (a) any direct or
indirect discharge, disposal, spillage, emission, escape, pumping, pouring,
injection, leaching, release, seepage, filtration or transporting of any
Hazardous Substance at, upon, under, onto or within the Leased Premises, or from
the Leased Premises to the environment, in violation of any Environmental Law or
in excess of any reportable quantity established under any Environmental Law or
which could result in any liability to Landlord, Tenant or Lender, any Federal,
state or local government or any other Person for the costs of any removal or
remedial action or natural resources damage or for bodily injury or property
damage, (b) any deposit, storage, dumping, placement or use of any Hazardous
Substance at, upon, under or within the Leased Premises or which extends to any
Appurtenances in violation of any Environmental Law or in excess of any
reportable quantity established under any Environmental Law or which could
result in any liability to any Federal, state or local government or to any
other Person for the costs of any removal or remedial action or natural
resources damage or for bodily injury or property damage, (c) the abandonment or
discarding of any barrels, containers or other receptacles containing any
Hazardous Substances in violation of any Environmental Laws, (d) any activity,
occurrence or condition which could result in any liability, cost or expense to
Landlord or Lender or any other owner or occupier of the Leased Premises, or
which could result in a creation of a lien on any Related Premises under any
Environmental Law or (e) any violation of or noncompliance with any
Environmental Law.

                  "Equipment" shall mean the Equipment as defined in
Paragraph 1.

                  "Event of Default" shall mean an Event of Default as defined
in Paragraph 22(a).

                  "Exchange" shall mean Exchange as defined in Paragraph 37.

                  "Exchange Premises" shall mean Exchange Premises as defined in
Paragraph 37.

                                       4



                  "Expansion" shall mean an Expansion as defined in
Paragraph 13(a).

                  "Expansion Credit" shall mean the difference between (x) the
Fair Market Value of the applicable Related Premises including the Expansion and
(y) the Fair Market Value of such Related Premises as if such Expansion had not
been constructed, as determined in each case by the appraisers pursuant to
Paragraph 29.

                  "Fair Market Value" of either the Leased Premises or any
Related Premises, as the case may be, and the context may require, shall mean
the higher of (a) the fair market value of the Leased Premises or any Related
Premises, as the case may be, as of the Relevant Date as if unaffected and
unencumbered by this Lease or (b) the fair market value of the Leased Premises
or Related Premises, as the case may be, as of the Relevant Date as affected and
encumbered by this Lease and assuming that the Term has been extended for all
extension periods provided for herein. For all purposes of this Lease, Fair
Market Value shall be determined in accordance with the procedure specified in
Paragraph 29. Notwithstanding the foregoing, for purposes of determining the
Fair Market Value of any Related Premises upon Tenant's exercise of its option
to purchase the Leased Premises pursuant to Paragraph 34 of this Lease, there
shall be deducted from the Fair Market Value of any applicable Related Premises
an amount equal to the value of any Expansion Credit that corresponds to such
Related Premises.

                  "Fair Market Value Date" shall mean the date when the Fair
Market Value is determined in accordance with Paragraph 29.

                  "Federal Funds" shall mean federal or other immediately
available funds which at the time of payment are legal tender for the payment of
public and private debts in the United States of America.

                  "Guarantor" shall mean Mercury 99, LLC., a Nevada limited
liability company.

                  "Guaranty" shall mean the Guaranty and Suretyship Agreement
dated as of the date hereof from Guarantor to Landlord guaranteeing the payment
and performance by Tenant of all of Tenant's obligations under the Lease.

                  "Hazardous Activity" means any activity, process, procedure or
undertaking which directly or indirectly (i) procures, generates or creates any
Hazardous Substance; (ii) causes or results in (or threatens to cause or result
in) the release, seepage, spill, leak, flow, discharge or emission of any
Hazardous Substance into the environment (including the air, ground water,
watercourses or water systems), (iii) involves the containment or storage of any
Hazardous Substance; or (iv) would cause any of the Leased Premises or any
portion thereof to become a hazardous waste treatment, recycling, reclamation,
processing, storage or disposal facility within the meaning of any Environmental
Law.

                  "Hazardous Condition" means any condition which would support
any claim or liability under any Environmental Law, including the presence of
underground storage tanks.

                                       5



                  "Hazardous Substance" means (i) any substance, material,
product, petroleum, petroleum product, derivative, compound or mixture, mineral
(including asbestos), chemical, gas, medical waste, or other pollutant, in each
case whether naturally occurring, man-made or the by-product of any process,
that is toxic, harmful or hazardous or acutely hazardous to the environment or
public health or safety or (ii) any substance supporting a claim under any
Environmental Law, whether or not defined as hazardous as such under any
Environmental Law. Hazardous Substances include, without limitation, any toxic
or hazardous waste, pollutant, contaminant, industrial waste, petroleum or
petroleum-derived substances or waste, radon, radioactive materials, asbestos,
asbestos containing materials, urea formaldehyde foam insulation, lead,
polychlorinated biphenyls.

                  "Impositions" shall mean the Impositions as defined in
Paragraph 9(a).

                  "Improvements" shall mean the Improvements as defined in
Paragraph 1.

                  "Indemnitee" shall mean an Indemnitee as defined in
Paragraph 15.

                  "Initial Lender" shall mean Bank of America, N.A. and its
successors and/or assigns.

                  "Initial Loan" shall mean that certain Loan made by Initial
Lender to Landlord on the date hereof secured by the Leased Premises.

                  "Initial Loan Agreement" shall mean that certain Loan
Agreement by and between Landlord and Initial Lender, dated as of the
Commencement Date.

                  "Insurance Requirements" shall mean the requirements of all
insurance policies maintained in accordance with this Lease.

                  "Land" shall mean the Land as defined in Paragraph 1.

                  "Law" shall mean any constitution, statute, rule of law, code,
ordinance, order, judgment, decree, injunction, rule, regulation, requirement or
administrative or judicial determination, even if unforeseen or extraordinary,
of every duly constituted governmental authority, court or agency, now or
hereafter enacted or in effect.

                  "Lease" shall mean this Lease Agreement.

                  "Lease Assumption Event" shall mean Lease Assumption Event as
defined in Paragraph 38.

                  "Lease Year" shall mean, with respect to the first Lease Year,
the period commencing on the Commencement Date and ending at midnight on the
last day of the twelfth (12th) consecutive calendar month following the month in
which the Commencement Date occurred, and each succeeding twelve (12) month
period during the Term.

                  "Leased Premises" shall mean the Leased Premises as defined in
Paragraph 1.

                                       6



                  "Legal Requirements" shall mean the requirements of all
present and future Laws (including but not limited to Environmental Laws and
Laws relating to accessibility to, usability by, and discrimination against,
disabled individuals) and all covenants, restrictions and conditions now or
hereafter of record which may be applicable to Tenant or to any of the Leased
Premises or any Related Premises, or to the use, manner of use, occupancy,
possession, operation, maintenance, alteration, repair or restoration of any of
the Leased Premises or any Related Premises, even if compliance therewith
necessitates structural changes or improvements or results in interference with
the use or enjoyment of any of the Leased Premises or any Related Premises or
requires Tenant to carry insurance other than as required by this Lease.

                  "Lender" shall mean (a) initially, Initial Lender, and (b)
thereafter, any person or entity (and its respective successors and assigns)
which may, on or after the date hereof, make a Loan to Landlord or be the holder
of a Note.

                  "Letter of Credit" shall mean Letter of Credit as defined in
Paragraph 35.

                  "Loan" shall mean any loan made by one or more Lenders to
Landlord, which loan is secured by a Mortgage and evidenced by a Note.

                  "Loan Documents" shall mean those documents or instruments
evidencing or securing a Loan, including, without limitation, a loan agreement,
Mortgage, Note, Assignment or Subordination non-disturbance and attornment
agreement.

                  "Monetary Obligations" shall mean Rent and all other sums
payable by Tenant under this Lease to Landlord, to any third party on behalf of
Landlord or to any Indemnitee.

                  "Manager" shall mean U-Haul Self-Storage Management (WPC),
Inc., a Nevada corporation or any future manager retained to manage the Leased
Premises.

                  "Management Agreement" shall collectively mean (i) that
certain Property Management Agreement by and among Tenant and Manager, as
manager, dated as of the date hereof, with respect to the Leased Premises or any
future written management agreement with respect to the management of the Leased
Premises approved by Landlord and Lender, and (ii) that certain Assignment and
Subordination of Management Agreement by and among Landlord, Tenant and Manager
dated as of the date hereof and any future assignment and subordination of
management agreement as may be required by and in form and substance acceptable
to, Landlord and Lender.

                  "Mortgage" shall mean any mortgage or deed of trust from
Landlord to a Lender which (a) encumbers any of the Leased Premises, and (b)
secures Landlord's obligation to repay a Loan, as the same may be amended,
supplemented or modified.

                  "Negative Pledge Agreement" shall mean that certain Negative
Pledge Agreement by and between Landlord, the sole principal of Guarantor (the
"Principal") and Guarantor with respect to the ownership interests of Guarantor
in Tenant and with respect to the ownership interests of Principal in Guarantor.

                                       7



                  "Net Award" shall mean (a) the entire award payable to
Landlord or Lender by reason of a Condemnation whether pursuant to a judgment or
by agreement or otherwise, or (b) the entire proceeds of any insurance required
under clauses (i), (ii) (to the extent payable to Landlord or Lender), (iv), (v)
or (vi) of Paragraph 16(a), as the case may be, less any expenses incurred by
Landlord and Lender in collecting such award or proceeds.

                  "Non-Compete Agreement" shall mean that certain Non-Compete
Agreement dated as of the date hereof by and between Mark Shoen and Landlord.

                  "Note" shall mean any promissory note evidencing Landlord's
obligation to repay a Loan, as the same may be amended, supplemented or
modified.

                  "O & M Plan" shall mean the Operations and Maintenance
Program, if any, established with respect to the monitoring, removal,
remediation, encapsulation or other treatment or handling of asbestos containing
materials present at any Related Premises, prepared by ATC Associates, Inc. and
dated on or about March 2, 2004, as same may be amended, renewed, supplemented
or otherwise modified from time to time.

                  "Option Exercise Price" shall mean (1) in the case of a
Purchase Option exercised on or about the tenth (10th) anniversary of the
Commencement Date, greater of (A) 115% of the Acquisition Cost of the Leased
Premises as of the Relevant Date or (B) the Fair Market Value of the Leased
Premises as of the Relevant Date, plus, in each case, any applicable Prepayment
Premium which Landlord is required to pay in prepaying any Loan with proceeds of
the Option Exercise Price, and (2) in the case of a Purchase Option exercised on
or about the twentieth (20th) anniversary of the Commencement Date, greater of
(A) Acquisition Cost of the Leased Premises as of the Relevant Date or (B) the
lesser of (x) the Fair Market Value of the Leased Premises as of the Relevant
Date and (y) the CPI Adjusted Acquisition Cost of the Leased Premises as of the
Relevant Date, plus, in each case, any applicable Prepayment Premium which
Landlord is required to pay in prepaying any Loan with proceeds of the Option
Exercise Price.

                  "Option Exercise Notice" shall mean Option Exercise Notice as
defined in Paragraph 34.

                  "Partial Casualty" shall mean any Casualty which does not
constitute a Termination Event.

                  "Partial Condemnation" shall mean any Condemnation which does
not constitute a Termination Event.

                  "Permitted Encumbrances" shall mean those covenants,
restrictions, reservations, liens, conditions and easements and other
encumbrances, other than any Mortgage or Assignment, listed or referred to on
Exhibit "C" hereto (but such listing shall not be deemed to revive any such
encumbrances that have expired or terminated or are otherwise invalid or
unenforceable).

                  "Person" shall mean an individual, partnership, association,
corporation or other entity.

                                       8



                  "Preapproved Sublet" shall mean Preapproved Sublet as defined
in Paragraph 21.

                  "Premises Percentage Allocation" shall mean the percentage
allocated to each Related Premises in Exhibit "F" to this Lease as the same may
be adjusted in accordance with the formula specified in Exhibit "F".

                  "Prepayment Premium" shall mean any payment required to be
made by Landlord to a Lender under a Note or other document evidencing or
securing a Loan (other than payments of principal and/or interest which Landlord
is required to make under a Note or a Mortgage) solely by reason of any
prepayment or defeasance by Landlord of any principal due under a Note or
Mortgage, and which may, without limitation, take the form of (i) a "make whole"
or yield maintenance clause requiring a prepayment premium or (ii) a defeasance
payment (such defeasance payment to be an amount equal to the positive
difference between (a) the total amount required to defease a Loan and (b) the
outstanding principal balance of the Loan as of the date of such defeasance plus
reasonable Costs of Landlord and Lender); provided that such Prepayment Premium
shall be as set forth in the Initial Loan Agreement while same is in effect,
and, thereafter, consistent with market terms at the time the Note was executed
for loans from Lender (or similar institutional lenders) for similar sized loans
for single user properties of the size and type of the Lease Premises and owned
or operated by a tenant of similar creditworthiness as Tenant hereunder.

                  "Present Value" of any amount shall mean such amount
discounted by a rate per annum which is the lower of (a) the Prime Rate at the
time such present value is determined or (b) six percent (6%) per annum.

                  "Prime Rate" shall mean the interest rate per annum as
published, from time to time, in The Wall Street Journal as the "Prime Rate" in
its column entitled "Money Rate". The Prime Rate may not be the lowest rate of
interest charged by any "large U.S. money center commercial banks" and Landlord
makes no representations or warranties to that effect. In the event The Wall
Street Journal ceases publication or ceases to publish the "Prime Rate" as
described above, the Prime Rate shall be the average per annum discount rate
(the "Discount Rate") on ninety-one (91) day bills ("Treasury Bills") issued
from time to time by the United States Treasury at its most recent auction, plus
three hundred (300) basis points. If no such 91-day Treasury Bills are then
being issued, the Discount Rate shall be the discount rate on Treasury Bills
then being issued for the period of time closest to ninety-one (91) days.

                  "Qualified Manager" shall mean (a) U-Haul International, Inc.
or one or more of its Affiliates, (b) such other nationally or regionally
recognized, reputable and professional management organization (i) that has (or
whose principals or key management personnel have), together with its
Affiliates, not less than five (5) years experience managing properties of a
type, quality and size similar to the Leased Premises, totaling in the aggregate
not less than 3,000,000 square feet and/or 30,000 self-storage units, and (ii)
prior to whose employment as manager of the Leased Premises (A) prior to the
occurrence of a Securitization, such employment shall have been approved by
Lender in its reasonable discretion, and (B) after the occurrence of a
Securitization, Lender shall have received written confirmation from the Rating
Agencies that the employment of such manager will not result in a downgrade,

                                       9



withdrawal or qualification of the initial, or if higher, then current ratings
of the Securities, or (c) if no Loan is outstanding, a manager that is
acceptable to Landlord in Landlord's sole and absolute discretion and if any
Loan is outstanding, a manager that is acceptable to Landlord and Lender in
Landlord and Lender's sole and absolute discretion.

                  "Rating Agencies" shall mean each of Moody's Investors
Services, Inc.("Moody's") and Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. ("S & P"), or any other nationally recognized
statistical rating agency which has been approved by Landlord and/or Lender, as
applicable, provided, however, that notwithstanding the foregoing, so long as
the Initial Loan remains outstanding, the term "Rating Agencies" shall have the
meaning assigned in the Initial Loan Agreement.

                  "Related Premises" shall mean Related Premises as defined in
Paragraph 1 and as more particularly identified by site location on Exhibit A-2.

                  "Relevant Amount" shall mean the Termination Amount or Option
Exercise Price, as the case may be.

                  "Relevant Date" shall mean (a) the date immediately prior to
the date on which the applicable Condemnation Notice is received, in the event
of a Termination Notice under Paragraph 18 which is occasioned by a Taking, (b)
the date immediately prior to the date on which the applicable Casualty occurs,
in the event of a Termination Notice under Paragraph 18 which is occasioned by a
Casualty, (c) the date when Fair Market Value is redetermined, in the event of a
redetermination of Fair Market Value pursuant to Paragraph 20(c), or (d) the
date on which Landlord receives an Option Exercise Notice.

                  "Remaining Premises" shall mean the Related Premises which are
not Affected Premises under Paragraph 18 or an Abandonment Premises under
Paragraph 36.

                  "Renewal Term" shall mean Renewal Term as defined in
Paragraph 5.

                  "Rent" shall mean, collectively, Basic Rent and Additional
Rent.

                  "Securitization" shall mean the issuance of pass-through
mortgage certificates or other commercial mortgage-backed securities
("Securities") evidencing a beneficial interest in a rated public offering or
private placement, or such broader definition of such capitalized terms as may
be established by Lender in connection with a Loan and/or Mortgage.

                  "Security Deposit" shall mean Security Deposit as defined in
Paragraph 35.

                  "Site Assessment" shall mean a Site Assessment as defined in
Paragraph 10(c).

                  "Surviving Obligations" shall mean any obligations of Tenant
under this Lease, actual or contingent, which are either Monetary Obligations
that arise or accrue during the Term of this Lease and remain unsatisfied upon
the Expiration Date or earlier or termination of

                                       10



this Lease or non-monetary obligations which survive such expiration or
termination by their own terms.

                  "Taking" shall mean (a) any taking or damaging of all or a
portion of any of the Leased Premises (i) in or by condemnation or other eminent
domain proceedings pursuant to any Law, general or special, or (ii) by reason of
any agreement with any condemnor in settlement of or under threat of any such
condemnation or other eminent domain proceeding, or (iii) by any other means, or
(b) any de facto condemnation. The Taking shall be considered to have taken
place as of the later of the date actual physical possession is taken by the
condemnor, or the date on which the right to compensation and damages accrues
under the law applicable to the Related Premises.

                  "Term" shall mean the Term as defined in Paragraph 5.

                  "Termination Amount" shall mean the greater of (a) the sum of
the Fair Market Value of the applicable Related Premises and the applicable
Prepayment Premium which Landlord will be required to pay in prepaying or
defeasing, as applicable, any Loan with proceeds of the Termination Amount or
(b) the sum of the Acquisition Cost for the applicable Related Premises and the
applicable Prepayment Premium which Landlord will be required to pay in
prepaying or defeasing in whole or in part, as applicable, any Loan with
proceeds of the Termination Amount.

                  "Termination Date" shall mean the Termination Date as defined
in Paragraph 18.

                  "Termination Event" shall mean a Termination Event as defined
in Paragraph 18.

                  "Termination Notice" shall mean Termination Notice as defined
in Paragraph 18(a).

                  "Third Party Purchaser" shall mean the Third Party Purchaser
as defined in Paragraph 21(g).

                  "Threshold Amount" shall mean, (A) with respect to any
individual Related Premises, the lesser of (x) twenty-five (25%) percent of the
allocated Acquisition Cost of the applicable Related Premises as set forth on
Exhibit 'E' hereto, or (y) Five Hundred Thousand ($500,000) Dollars; and (B)
with respect to the Leased Premises collectively, for purposes of determining
whether or not the Threshold Amount has been exceeded with respect to (i) the
costs of remediation of, or other response action for, Environmental Violations
under Paragraph 10(d), (ii) the costs of Alterations under Paragraph 13 (other
than with respect to any Alterations associated with a Casualty or Condemnation
for which a Net Award is available), and (iii) the amounts in controversy with
respect to a Permitted Violations subject to contests under Paragraph 14, the
Threshold Amount shall not in the aggregate exceed, at any given point in time,
the sum of Ten Million Dollars ($10,000,000) under all three categories
collectively.

                  "UHS" shall mean U-Haul Moving Partners, Inc., a Nevada
corporation.

                                       11



                  "UHS Lease" shall mean that certain Lease Agreement, dated as
of the date hereof, by and between Landlord and UHS with respect the
Corresponding UHS Premises.

                  "Voting Stock" means shares of stock of a corporation having
ordinary voting power to elect the board of directors or other managers of such
corporation.

                  "Warranties" shall mean Warranties as defined in
Paragraph 3(e).

            3. Title and Condition; Single Lease Transaction.

                  (a) The Leased Premises are demised and let subject to (i) the
rights of any Persons in possession of the Leased Premises, (ii) the existing
state of title of any of the Leased Premises, including any Permitted
Encumbrances, (iii) any state of facts which an accurate survey or physical
inspection of the Leased Premises might show, (iv) all Legal Requirements,
including any existing violation of any thereof, (v) the rights of UHS to any
Common Areas under the UHS Lease and (vi) the condition of the Leased Premises
as of the commencement of the Term, without representation or warranty by
Landlord.

                  (b) Tenant acknowledges that the Leased Premises are in good
condition and repair at the inception of this Lease. LANDLORD LEASES AND WILL
LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS WHERE IS AND WITH
ALL FAULTS. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD
HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL
LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR
REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE
OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE
EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD'S TITLE THERETO, (v)
VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix)
CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii)
DURABILITY (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, OR
(xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND
ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT
THE LEASED PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE
LEASED PREMISES HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE
EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE,
WHETHER LATENT OR PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE
BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY
WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED
PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL

                                       12



CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

                  (c) Tenant represents to Landlord that Tenant has examined the
title to the Leased Premises prior to the execution and delivery of this Lease
and has found the same to be satisfactory for the purposes contemplated hereby.
Tenant acknowledges that (i) fee simple title (both legal and equitable) to the
Leased Premises is in Landlord and except as provided in Paragraph 34 hereof
with respect to an option to purchase the Leased Premises that Tenant has only
the leasehold right of possession and use of the Leased Premises, as provided
herein, (ii) the Improvements conform to all material Legal Requirements and all
Insurance Requirements, (iii) all easements necessary or appropriate for the use
or operation of the Leased Premises have been obtained, (iv) all contractors and
subcontractors who have performed work on or supplied materials to the Leased
Premises have been fully paid, and all materials and supplies have been fully
paid for, (v) the Improvements have been fully completed in all material
respects in a workmanlike manner of first class quality, and (vi) all Equipment
necessary or appropriate for the use or operation of the Leased Premises has
been installed and is presently fully operative in all material respects. For
the purposes of this Lease, the inaccuracy of any of the representations or
acknowledgments set forth in this Paragraph 3(c) shall not by itself constitute
the basis of a default by Tenant under this Lease, but Tenant hereby expressly
waives any claim or defense against Landlord with respect to any of the
foregoing matters.

                  (d) Landlord hereby assigns to Tenant, without recourse or
warranty whatsoever, in conjunction with Landlord, the right to enforce all
assignable warranties, guaranties, indemnities, causes of action and similar
rights (collectively "Warranties") which Landlord may have against any
manufacturer, seller, engineer, contractor or builder in respect of any Related
Premises. Such assignment shall remain in effect until the expiration or earlier
termination of this Lease (unless Tenant or its affiliate or designee acquires
any Related Premises, in which instance such assignment shall become permanent
and irrevocable with respect to such Related Premises), whereupon such
assignment shall cease and all of the Warranties, guaranties, indemnities and
other rights shall automatically revert to Landlord. In confirmation of such
reversion Tenant shall execute and deliver promptly any certificate of other
document reasonably required by Landlord. Landlord shall also retain the right
to enforce any guaranties upon the occurrence of an Event of Default. Tenant
shall use commercially reasonable efforts to enforce any Warranties for any
structural components at any Related Premises, including but not limited to
general construction, concrete, roofs, lifts, and elevators in accordance with
their respective terms.

                  (e) LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL INTENT
TO CREATE, AND THAT THIS LEASE CONSTITUTES, A MASTER LEASE WITH RESPECT TO EACH
AND EVERY PARCEL OF LAND, IMPROVEMENTS INCLUDED IN ANY AND ALL OF THE LEASED
PREMISES (WHEREVER LOCATED), THAT THIS LEASE IS NOT INTENDED AND SHALL NOT BE
CONSTRUED TO BE SEPARATE LEASES AND THAT ALL THE TERMS AND CONDITIONS HEREOF
SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT WITH RESPECT
THERETO.

                                       13



                  (f) TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL
REPRESENTATIVE (UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE
INSOLVENCY PROCEEDING) EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING
THE PROVISIONS OF PARAGRAPH 18 HEREOF OR ANY OTHER PROVISION IN THIS LEASE TO
THE CONTRARY, IT IS THE EXPRESS INTENT OF LANDLORD AND TENANT TO CREATE, AND
THAT THIS LEASE CONSTITUTES, A SINGLE LEASE WITH RESPECT TO EACH AND EVERY
PARCEL OF LAND, IMPROVEMENTS AND EQUIPMENT INCLUDED IN EACH AND ALL OF THE
RELATED PREMISES (WHEREVER LOCATED) AND SHALL NOT BE (OR BE DEEMED TO BE)
DIVISIBLE OR SEVERABLE INTO SEPARATE LEASES FOR ANY PURPOSE WHATSOEVER, AND
TENANT, ON BEHALF OF ITSELF AND ANY SUCH TRUSTEE OR LEGAL REPRESENTATIVE, HEREBY
WAIVES ANY RIGHT TO CLAIM OR ASSERT A CONTRARY POSITION IN ANY ACTION OR
PROCEEDING; IT BEING FURTHER UNDERSTOOD AND AGREED BY TENANT THAT THE
ALLOCATIONS OF ACQUISITION COST AND PERCENTAGE ALLOCATION OF BASIC RENT AS SET
FORTH ON EXHIBIT "E" AND EXHIBIT "F" HEREOF ARE INCLUDED TO PROVIDE A FORMULA
FOR RENT ADJUSTMENT AND LEASE TERMINATION UNDER CERTAIN CIRCUMSTANCES AND AS AN
ACCOMMODATION TO TENANT. ANY EVENT OF DEFAULT HEREUNDER IN CONNECTION WITH ANY
RELATED PREMISES SHALL BE DEEMED TO BE AN EVENT OF DEFAULT WITH RESPECT TO THE
ENTIRE LEASED PREMISES (WHEREVER LOCATED). THE FOREGOING AGREEMENTS AND WAIVERS
BY TENANT IN THIS PARAGRAPH 3(E) ARE MADE AS A MATERIAL INDUCEMENT TO LANDLORD
TO ENTER INTO THE TRANSACTION CONTEMPLATED BY THIS LEASE AND THAT, BUT FOR THE
FOREGOING AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD NOT CONSUMMATE THIS
LEASE TRANSACTION.

            4. Use of Leased Premises; Quiet Enjoyment.

                  (a) Tenant may occupy and use the Leased Premises for the use,
operation and maintenance of the self-storage units now or hereafter located
upon the Land and incidental office use in connection with Tenant's self-storage
business and ancillary uses related to either of the foregoing; provided,
however, subject to the terms of Paragraph 21, any subtenant may use the Leased
Premises for any lawful purpose (so long as no such subtenant's use requires a
change of use or zoning classification or a zoning variance, or precludes the
return to the primary uses first identified above at any time in the future).
Tenant shall not use or occupy or permit any of the Leased Premises to be used
or occupied, nor do or permit anything to be done in or on any of the Leased
Premises, in a manner which would or might (i) violate any Law, Legal
Requirement or Permitted Encumbrance, (ii) make void or voidable or cause any
insurer to cancel any insurance required by this Lease, or make it difficult or
impossible to obtain any such insurance at commercially reasonable rates, (iii)
make void or voidable, cancel or cause to be cancelled or release any of the
Warranties, (iv) cause structural injury to any of the Improvements or (v)
constitute a public or private nuisance or waste.

                  (b) Subject to the provisions hereof, so long as no Event of
Default has occurred and is continuing, Tenant shall quietly hold, occupy and
enjoy the Leased Premises throughout the Term, without any hindrance, ejection
or molestation by Landlord with respect to

                                       14



matters that arise after the date hereof, provided that Landlord or its agents
may enter upon and examine any of the Leased Premises at such reasonable times
as Landlord may select and upon reasonable prior written notice to Tenant
(except in the case of an emergency involving the imminent threat of loss of
life or serious bodily harm or injury to persons or any material loss of or
damage to property, in which event no notice shall be required) for the purpose
of inspecting the Leased Premises, verifying compliance or non-compliance by
Tenant with its obligations hereunder and the existence or non-existence of an
Event of Default or event which with the passage of time and/or notice would
constitute an Event of Default, showing the Leased Premises to prospective
Lenders and purchasers and taking such other action with respect to the Leased
Premises as is permitted by any provision hereof.

                  (c) In no event shall any portion of the Leased Premises be
used or occupied or permitted to be used or occupied by Tenant (or any subtenant
or other occupant) without the express prior written consent of Landlord, which
may be granted or withheld in its sole discretion, for any of the following
purposes: (i) any nightclub, bar or discotheque; (ii) any adult bookstore or
video shop, nude or semi-nude or "adult" entertainment establishment or any
lewd, obscene or pornographic purpose; (iii) any store in which a material
portion of the inventory is not available for sale or rental to children under
18 years of age because such inventory explicitly deals with, relates to, or
depicts human sexuality, or in which any of the inventory constitutes drug
paraphernalia of the kind associated with or sold by so-called "head shops";
(iv) any dumping, disposing, incineration or reduction of garbage (exclusive of
appropriately screened dumpsters and/or recycling bins and garbage disposal in
the ordinary course of business); (v) any mortuary; (vi) any fire sale,
bankruptcy sale (unless pursuant to a court order) or auction house operation;
(vii) any gas station (provided, however, the sale of propane or the sale or
rental of propane tanks shall be permitted subject to applicable Laws); (viii)
any central laundry or dry cleaning plant or laundromat; (ix) any automobile,
truck, trailer or RV sales (except as expressly permitted in Paragraph 4(a)
above); (x) any "flea market", secondhand, surplus or other "off-price" or deep
discount store (provided that the sale of secondhand goods at the Related
Premises in Key Largo, Florida consistent with practices in effect as of the
date of this Lease shall be permitted to continue); (xi) any gambling or
off-track betting operation, or (xii) any massage parlor or carnival.
Notwithstanding the foregoing, the sale by Tenant (or its affiliates or Manager)
of items abandoned by self-storage customers or in connection with any lien sale
conducted in accordance with applicable Laws shall not be prohibited hereby.

                  (d) Tenant covenants and agrees, as a material inducement to
Landlord's agreement to enter into this Lease, that at all times during the
Term, each Related Premises shall be operated by a Qualified Manager pursuant to
a Management Agreement approved by Landlord and Lender. Tenant shall not be
permitted to amend, modify or waive any provision of any approved Management
Agreement without having received the prior written consent of Landlord and
Lender (if applicable), provided Landlord agrees that its consent shall not be
unreasonably withheld, conditioned or delayed with respect to any immaterial
amendment, modification or waiver if Lender's consent is not required for such
modification, amendment or waiver pursuant to any Loan Documents. Any Management
Agreement shall be assigned to Landlord and, while any Loan remains outstanding,
Lender and Tenant covenant and agree to execute (and cause any such Qualified
Manager to execute) such agreements, consents and acknowledgments as may be
requested by Landlord from time to time to evidence the

                                       15



foregoing. Any Management Agreement and any Qualified Manager's interest
thereunder shall be subordinate to Landlord's fee interest in the Leased
Premises, this Lease and any Mortgage or other security instrument hereafter
placed upon the Leased Premises and to any and all advances made or to be made
thereunder, to the interest thereon, and all renewals, replacements and
extensions thereof.

            5. Term.

                  (a) Subject to the provisions hereof, Tenant shall have and
hold the Leased Premises for 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 two
hundred fortieth (240th) calendar month next following the date hereof (the
"Expiration Date").

                  (b) Provided that if, on or prior to the Expiration Date or
any other Renewal Date (as hereinafter defined) this Lease shall not have been
terminated pursuant to any provision hereof, then on the Expiration Date and on
the tenth (10th) anniversary of the Expiration Date (each of the Expiration Date
and such anniversary being referred to herein as a "Renewal Date"), the Term
shall be deemed to have been automatically extended for an additional period
of ten years (each such extension, a "Renewal Term"), unless Tenant shall notify
Landlord in writing at least twelve (12) months prior to the next Renewal Date
(the "Non-Renewal Notice Deadline") that Tenant is terminating this Lease as of
the next Renewal Date, provided, however, Landlord shall deliver written notice
(the "Automatic Renewal Notice") to Tenant of the upcoming automatic renewal of
the Term by hand or registered or certified mail at least fifteen (15) and not
more than thirty (30) days prior to the Non-Renewal Notice Deadline, and, if
such Automatic Renewal Notice is not timely delivered, then, the Non-Renewal
Notice Deadline shall be automatically extended to that date that is fifteen
(15) days after the date Landlord gives the Automatic Renewal Notice. Any such
extension of the Term shall be subject to all of the provisions of this Lease,
as the same may be amended, supplemented or modified (except that Tenant shall
not have the right to any additional Renewal Terms). In addition, the initial
Term of this Lease shall be extended for the first ten (10) year Renewal Term
irrespective of whether Tenant has timely notified Landlord in writing that
Tenant is terminating this Lease as of the Expiration Date if Tenant has timely
delivered to Landlord (i) the Option Exercise Notice pursuant to and in
accordance with the provisions of Paragraph 34 and (ii) at least six (6) months
prior to the expiration date of the initial Term, written notice that Tenant has
rescinded the Option Exercise Notice pursuant to Paragraph 34(c), which
rescission notice shall not be effective unless such notice contains Tenant's
irrevocable agreement to renew the Term of this Lease for the first ten (10)
year Renewal Term.

                  (c) If Tenant exercises its option pursuant to Paragraph 5(b)
not to have the Term automatically extended at any time that an Event of Default
occurs, and is continuing, Landlord shall have the right during the remainder of
the Term then in effect and, in any event, Landlord shall have the right during
the last year of the Term, to (i) advertise the availability of any of the
Leased Premises for sale or reletting and to erect upon any of the Leased
Premises signs indicating such availability and (ii) show any of the Leased
Premises to prospective purchasers or tenants or their agents at such reasonable
times as Landlord may select.

                                       16



            6. Basic Rent. Tenant shall pay to Landlord, as annual rent for the
Leased Premises during the Term, the amounts determined in accordance with
Exhibit "D" hereto ("Basic Rent") payable in advance for the next following
three (3) calendar months (i.e. the Basic Rent payment due on June 25, 2004
shall cover the period commencing on July 1, 2004 through and including the last
day of September 2004), commencing on the twenty-fifth day of June, 2004, and
continuing on the same day of each September, December, March and June
thereafter during the Term (each such day being a "Basic Rent Payment Date").
Each such rental payment shall be made in immediately available Federal Funds,
at Landlord's sole discretion, (a) to Landlord at its address set forth above
and/or to such one or more other Persons, at such addresses and in such
proportions as Landlord may direct by not less than fifteen (15) days' prior
written notice to Tenant, and (b) by certified or bank check, or by wire
transfer. Basic Rent for the period commencing on the date of this Lease and
ending on June 30, 2004 shall be paid by Tenant upon the execution and delivery
of this Lease.

            7. Additional Rent.

                  (a) Tenant shall pay and discharge, as additional rent
(collectively, "Additional Rent"):

                        (i) except as otherwise specifically provided herein,
all costs and expenses of Tenant, Landlord and any other Persons specifically
referenced herein which are incurred in connection or associated with (A) the
ownership, use, non-use, occupancy, monitoring, possession, operation,
condition, design, construction, maintenance, alteration, repair or restoration
of any of the Leased Premises, (B) the performance of any of Tenant's
obligations under this Lease, (C) any sale or other transfer of any of the
Leased Premises to Tenant under this Lease, including costs and expenses
incurred in connection with the payment of a Prepayment Premium, (D) any
Condemnation proceedings, (E) the adjustment, settlement or compromise of any
insurance claims involving or arising from any of the Leased Premises, (F) the
exercise or enforcement by Landlord, its successors and assigns, of any of its
rights under this Lease, (G) any amendment to or modification or termination of
this Lease made at the request of Tenant, (H) Costs of Landlord incurred in
connection with the preparation, negotiation and execution of this Lease, or
incurred in connection with any act undertaken by Landlord (or its counsel) at
the request of Tenant, or incurred in connection with any act of Landlord
performed on behalf of Tenant, (I) the reasonable Costs of Landlord incurred in
connection with any act undertaken by Landlord at the request of Tenant or
Tenant's failure to act promptly in an emergency situation, (J) an
administrative fee of $5,000 (the "Administrative Fee") to defer the internal
costs of Landlord with respect to each applicable Related Premises in connection
with Tenant's exercise of its rights under Paragraphs 36 or 37 hereof; provided
that (x) the total amount of Administrative Fees payable in any Lease Year shall
not exceed $150,000 in the aggregate for the Leased Premises, and (y) no
Administrative Fee shall be payable in connection with any exercise by Tenant of
its right under Paragraphs 36 or 37 hereof if the Administrative Fee is paid by
UHS under the UHS Lease in connection with such transaction and (L) any other
items specifically required to be paid by Tenant under this Lease;

                        (ii) after the date all or any portion of any
installment of Basic Rent is due and not paid by the applicable Basic Rent
Payment Date, an amount (the "Late Charge") equal to the lesser of (x) $15,000
and (y) five percent (5%) of the amount of such

                                       17



unpaid installment or portion thereof to reimburse Landlord for its cost and
inconvenience incurred as a result of Tenant's delinquency; provided, however,
that with respect to the first late payment of all or any portion of any
installment of Basic Rent in any Lease Year, the Late Charge shall not be due
and payable unless the Basic Rent has not been paid within five (5) days'
following the due date thereof. To the extent the Tenant has timely deposited
funds sufficient to pay Basic Rent then due hereunder into a lockbox established
for the benefit of Landlord and/or Lender, the failure or delay of the transfer
of such funds to Landlord shall not entitle Landlord to a Late Charge or to
declare a default hereunder;

                        (iii) to the extent in excess of amounts collected by
Landlord under item (iv) below, a sum equal to any additional sums (excluding
the repayment of principal under a Loan but including any late charge in excess
of the amount payable under clause (ii) above for that portion of the Basic Rent
paid to the Lender as scheduled installments of principal and interest, default
penalties, interest in excess of amounts payable under clause (iv) below for
that portion of the Basic Rent paid to the Lender as scheduled installments of
principal and interest, and fees of Lender's counsel) which are payable by
Landlord to any Lender under any Note by reason of Tenant's late payment or
non-payment of Basic Rent or by reason of an Event of Default; and

                        (iv) interest at the rate (the "Default Rate") of four
percent (4%) over the Prime Rate per annum on the following sums until paid in
full: (A) any and all installments of Basic Rent and/or any amounts of
Additional Rent (other than as described in clause (B) herein below) not paid
prior to the expiration of any applicable notice and cure period, (B) all
overdue amounts of Additional Rent relating to obligations which Landlord shall
have paid on behalf of Tenant, from the date of payment thereof by Landlord.

                  (b) Tenant shall pay and discharge (i) any Additional Rent
referred to in Paragraph 7(a)(i) when the same shall become due, provided that
amounts which are billed to Landlord or any third party, but not to Tenant,
shall be paid within thirty (30) days after Landlord's demand for payment
thereof, and (ii) any other Additional Rent, within thirty (30) days after
Landlord's demand for payment thereof.

                  (c) In no event shall amounts payable under Paragraph
7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the maximum amount
permitted by applicable Law.

            8. Net Lease: Non-Terminability.

                  (a) This is a net lease and all Monetary Obligations shall be
paid without notice or demand (except as otherwise expressly provided herein
with respect to any specific Monetary Obligation) and without set-off,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction or defense (collectively, a "Set-Off").

                  (b) This Lease and the rights of Landlord and the obligations
of Tenant hereunder shall not be affected by any event or for any reason or
cause whatsoever foreseen or unforeseen.

                  (c) The obligations of Tenant hereunder shall be separate and
independent covenants and agreements, all Monetary Obligations shall continue to
be payable in

                                       18


all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and
the obligations of Tenant hereunder shall continue unaffected unless the
requirement to pay or perform the same shall have been terminated pursuant to an
express provision of this Lease. The obligation to pay Rent or amounts equal
thereto shall not be affected by any collection of rents by any governmental
body pursuant to a tax lien or otherwise, even though such obligation results in
a double payment of Rent. All Rent payable by Tenant hereunder shall constitute
"rent" for all purposes (including Section 502(b)(6) of the Federal Bankruptcy
Code).

                  (d) Except as otherwise expressly provided herein, Tenant
shall have no right and hereby waives all rights which it may have under any Law
(i) to quit, terminate or surrender this Lease or any of the Leased Premises, or
(ii) to any Set-Off of any Monetary Obligations.

            9. Payment of Impositions.

                  (a) Tenant shall, before interest or penalties are due
thereon, pay and discharge all taxes (including real and personal property,
franchise, sales, use, gross receipts and rent taxes), all charges for any
easement or agreement maintained for the benefit of any of the Leased Premises,
all assessments and levies, all permit, inspection and license fees, all rents
and charges for water, sewer, utility and communication services relating to any
of the Leased Premises, all ground rents and all other public charges whether of
a like or different nature, even if unforeseen or extraordinary, imposed upon or
assessed against (i) Tenant, (ii) Tenant's possessory interest in the Leased
Premises, (iii) any of the Leased Premises, or (iv) Landlord as a result of or
arising in respect of the acquisition, ownership, occupancy, leasing, use or,
possession of any of the Leased Premises, any activity conducted on any of the
Leased Premises, or the Rent (collectively, the "Impositions"); provided, that
nothing herein shall obligate Tenant to pay (A) income, excess profits or other
taxes of Landlord (or Lender) which are determined on the basis of Landlord's
(or Lender's) net income or net worth (unless such taxes are in lieu of or a
substitute for any other tax, assessment or other charge upon or with respect to
the Leased Premises which, if it were in effect, would be payable by Tenant
under the provisions hereof or by the terms of such tax, assessment or other
charge), (B) any estate, inheritance, succession, gift or similar tax imposed on
Landlord, (C) any capital gains tax imposed on Landlord in connection with the
sale of the Leased Premises to any Person or (D) any Costs incurred by Landlord
or any Indemnitee as a result of and to the extent of any Indemnitee's
negligence acts (but not omissions, unless such omissions constitute gross
negligence) or willful misconduct. Landlord shall have the right to require
Tenant to pay, together with scheduled installments of Basic Rent, the amount of
the gross receipts or rent tax, if any, payable with respect to the amount of
such installment of Basic Rent. If any Imposition may be paid in installments
without interest or penalty, Tenant shall have the option to pay such Imposition
in installments; in such event, Tenant shall be liable only for those
installments which accrue or become due and payable during the Term. Tenant
shall prepare and file all tax reports required by governmental authorities
which relate to the Impositions. If at any time during the Term Tenant shall be
paying Taxes directly to the applicable taxing authority (and not by way of a
servicer arranged by a party other than Tenant), then within ten (10) days after
Landlord's request therefor, Tenant shall deliver to Landlord, (x) receipts for
payment of all taxes required to be paid by Tenant hereunder within thirty (30)
days after the due date thereof and (y) receipts for payment of all other
Impositions. Tenant shall, in any event, deliver to Landlord copies of all
settlements and

                                       19


all notices pertaining to the non-payment, late payment or change in Impositions
which may be issued by any governmental authority within ten (10) days after
Tenant's receipt thereof unless such settlement or notice indicates that a copy
of such settlement or notice has been sent directly to Landlord and/or Lender.
Tenant and Landlord agree that they shall each cooperate with the other with
respect to the delivery of such notices and/or requests as may be required by
each applicable local taxing authority in order to cause each such local taxing
authority to send all real estate tax bills and assessments applicable to the
corresponding Related Premises to the Tenant's tax servicer (which tax servicer
shall be the same tax servicer as designated by UHS under the UHS Lease) and to
send copies of all such tax bills be sent to Landlord's tax servicer; provided,
however, that the failure of any such taxing authority to send to any such bills
to the Tenant's tax servicer shall not mitigate any obligation of Tenant to pay
such taxes and/or assessments before delinquency and/or interest or penalties
are due thereon.

            (b) Following the occurrence of an Event of Default, or if Landlord
is required by a Lender, Tenant shall pay to Landlord such amounts (each an
"Escrow Payment") monthly or as required by such Lender (but not more often than
monthly) so that there shall be in an escrow account an amount sufficient to pay
the Escrow Charges (as hereinafter defined) as they become due. As used herein,
"Escrow Charges" shall mean real estate taxes and assessments on or with respect
to the Leased Premises or payments in lieu thereof and premiums on any insurance
required by this Lease and any reserves for capital improvements, replacements,
deferred maintenance or repairs required by any Lender. Landlord shall determine
the amount of the Escrow Charges (it being agreed that if required by a Lender,
such amount shall equal any corresponding escrow installments required to be
paid by Landlord) and the amount of each Escrow Payment. To the extent held by
Landlord, the Escrow Payments shall not be commingled with other funds of
Landlord or other Persons. Neither Landlord nor Lender shall be required to
deposit any Escrow Payments into an interest bearing account, however, in the
event any Escrow Payments are deposited into an interest bearing account, the
interest earned thereon shall accrue to the benefit of Tenant, and, to the
extent actually paid to Landlord, shall be paid over to Tenant. Landlord shall
apply the Escrow Payments to the payment of the Escrow Charges in such order or
priority as Landlord shall determine or as required by law. If at any time the
Escrow Payments theretofore paid to Landlord shall be insufficient for the
payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's
demand therefor, shall pay the amount of the deficiency to Landlord. Provided
that no Event of Default then exists, any remaining balance of the Escrow
Payments shall be promptly returned to Tenant upon the expiration or earlier
termination of the Term or earlier termination of the requirement to maintain
the Escrow Payments. Tenant's obligation to pay Escrow Payments pursuant to this
Paragraph 9(b) shall be without duplication of any Escrow Payments previously
paid by UHS under the UHS Lease with respect to the Leased Premises hereunder
for the same period.

      10. Compliance with Laws and Easement Agreements; Environmental Matters.

            (a) Tenant shall, at its expense, comply with and conform to, and
cause the Leased Premises and any other Person occupying any part of the Leased
Premises to comply with and conform to all Insurance Requirements, in all
material respects, and Legal Requirements (including all applicable
Environmental Laws). Tenant shall not at any time (i) cause, permit or suffer to
occur any Environmental Violation or (ii) permit any sublessee,

                                       20



assignee or other Person occupying the Leased Premises under or through Tenant
to cause, permit or suffer to occur any Environmental Violation and, at the
request of Landlord or Lender, Tenant shall promptly remediate or undertake any
other appropriate response action to correct any existing Environmental
Violation, however immaterial, and (iii) without the prior written consent of
Landlord and Lender, permit any drilling or exploration for or extraction,
removal, or production of any minerals from the surface or the subsurface of the
Land, regardless of the depth thereof or the method of mining or extraction
thereof. Any and all reports prepared for or by Landlord with respect to the
Leased Premises shall be for the sole benefit of Landlord and Lender and no
other Person shall have the right to rely on any such reports; provided that
nothing herein shall be deemed to prevent Tenant from obtaining a copy thereof,
or from requesting the preparer of such reports to separately address an
additional copy of such report or a reliance letter to Tenant. Landlord agrees
that any remediation that Tenant may be required to undertake during the Term
for any Environmental Violation shall be based upon remediation standards
appropriate for commercial facilities or commercial uses under applicable
Environmental Laws; provided, however, that after the expiration of the Term or
the earlier termination of this Lease until the applicable Related Premises has
been either sold or entirely re-let, Landlord shall have the right, if required
by any prospective purchaser or tenant, to require Tenant to undertake
additional remediation to the clean-up level standards applicable to any uses
then permitted under applicable Legal Requirements (including, without
limitation, any zoning ordinances) where the Related Premises is located if such
standards are more stringent than the applicable remediation standards for
commercial facilities.

            (b) Tenant, at its sole cost and expense, will at all times promptly
and faithfully abide by, discharge and perform all of the covenants, conditions
and agreements contained in any Easement Agreement on the part of Landlord or
the occupier to be kept and performed thereunder. Tenant will not alter, modify,
amend or terminate any Easement Agreement, give any consent or approval
thereunder, or enter into any new Easement Agreement without, in each case,
prior written consent of Landlord. Notwithstanding the foregoing, provided that
no Event of Default shall have occurred and be continuing, Landlord hereby
agrees to consent in each instance to the following actions by the Tenant at the
Tenant's sole cost and expense: (a) the granting of easements, licenses, rights
and privileges in the nature of easements reasonably necessary or desirable for
the use, repair, or maintenance of any Related Premises as herein provided; (b)
the release of existing easements or other rights in the nature of easements
which are for the benefit of any Related Premises (c) the execution of
amendments to any covenants and restrictions affecting any Related Premises;
provided, however, that, in each case, (i) such grant, release, dedication,
transfer or amendment does not materially lessen or impair the value, utility or
remaining useful life of the applicable Related Premises, (ii) such grant,
release, dedication, transfer or amendment that in the Tenant's judgment is
reasonably necessary in connection with the use, maintenance, alteration or
improvement of the applicable Related Premises (iii) such grant, release,
dedication, transfer or amendment will not cause the Related Premises or any
portion thereof to fail to comply with the provision of this Lease and all
applicable Laws (including, without limitation, all applicable zoning, planning,
building and subdivision ordinances, all applicable restrictive covenants and
all applicable architectural approval requirements); (iv) all governmental
consents or approvals required prior to such grant, release, dedication,
transfer, annexation or amendment have been obtained, and all filings required
prior to such action have been made; (v) the Tenant shall remain obligated under
this Lease in accordance with its terms, as though such grant, release,
dedication, transfer or

                                       21



amendment had not been affected and (vi) the Tenant shall pay and perform any
obligations of the Landlord under such grant, release, dedication, transfer or
amendment. Landlord shall within fifteen (15) days of written request by Tenant,
execute any consent or instrument reasonably required by Tenant with respect to
any of the documents described in the proceeding sentence. Tenant shall conform
to and comply with each O & M Plan, if any, applicable to the Leased Premises or
any Related Premises

            (c) Upon prior written notice from Landlord, Tenant shall permit
such persons as Landlord may designate ("Site Reviewers") to visit the Leased
Premises during normal business hours and in a manner which does not
unreasonably interfere with Tenant's operations and perform, environmental site
investigations and assessments ("Site Assessments") on the Leased Premises in
any of the following circumstances: (i) in connection with any sale, financing
or refinancing of the Leased Premises, (ii) within the six month period prior to
the expiration of the Term, (iii) if required by Lender pursuant to terms of the
Initial Loan Agreement or any other credit facility to which Landlord is bound,
(iv) if an Event of Default exists, or (v) at any other time that, in the
reasonable opinion of Landlord or Lender, a reasonable basis exists to believe
that an Environmental Violation or any condition that could reasonably be
expected to result in any Environmental Violation exists. Such Site Assessments
may include both above and below the ground testing for Environmental Violations
and such other tests as may be necessary, in the opinion of the Site Reviewers,
to conduct the Site Assessments. Tenant shall supply to the Site Reviewers such
historical and operational information within Tenant's possession or control
regarding the Leased Premises as may be reasonably requested by the Site
Reviewers to facilitate the Site Assessments, and shall make available for
meetings with the Site Reviewers appropriate personnel having knowledge of such
matters. The Costs of performing and reporting Site Assessments under clause (i)
(if the sale is to Tenant or any affiliate or designee of Tenant), under clause
(ii) (but only one time), and under clauses (iv) and (v) (if any Environmental
Violation is discovered as a result of such Site Assessment) shall be paid by
Tenant, and in all other instances the cost of performing and reporting Site
Assessments shall be paid by Landlord.

            (d) If an Environmental Violation occurs or is found to exist and,
in Landlord's reasonable determination (based, in good faith, upon a report or
opinion of an environmental consultant), the cost of remediation of, or other
response action with respect to, the same is likely to exceed the Threshold
Amount, Tenant shall provide to Landlord, within ten (10) days after Landlord's
request therefor, adequate financial assurances that Tenant will effect such
remediation in accordance with applicable Environmental Laws. Such financial
assurances shall be a bond or letter of credit or cash reserve held by Landlord
satisfactory to Landlord and in form and substance and in an amount equal to or
greater than Landlord's reasonable estimate (but such amount shall not exceed
150% of the estimated cost of remediation), based upon a Site Assessment
performed pursuant to Paragraph 10(c), of the anticipated cost of such remedial
action.

            (e) Notwithstanding anything to the contrary contained herein, the
mere presence of propane and/or propane tanks at any Related Premises shall not
constitute an Event of Default hereunder, provided and so long as such propane
and/or tanks are in quantities consistent with Tenant's business at such Related
Premises and are sold, dispensed, maintained, stored, handled and disposed of in
accordance with all applicable Laws.

                                       22



            (f) If Tenant fails to comply with any requirement of any
Environmental Law in connection with any Environmental Violation which occurs or
is found to exist, Landlord shall have the right (but no obligation) to take any
and all actions as Landlord shall deem necessary or advisable in order to cure
such Environmental Violation.

            (g) Tenant shall notify Landlord immediately after becoming aware of
any Environmental Violation (or alleged Environmental Violation) or
noncompliance with any of the covenants contained in this Paragraph 10 and shall
forward to Landlord immediately upon receipt thereof copies of all orders,
reports, notices, permits, applications or other communications relating to any
such violation or noncompliance.

            (h) All future leases, subleases or concession agreements relating
to the Leased Premises entered into by Tenant shall contain covenants of the
other party thereto which are identical to the covenants contained in Paragraph
10(a) or shall incorporate such provisions by reference.

            (i) So long as no Event of Default has occurred and is then
continuing, Tenant shall have the right together with Landlord and Lender, to
negotiate with governmental authorities regarding the extent and methodology of
remediation or cure of any Environmental Violation. Landlord shall, upon the
receipt of a written request from Tenant, execute such documents or instruments
reasonably and customarily required by any applicable governmental authority
with respect to remediation of an Environmental Violation provided the execution
of such documents or instruments could not and will not cause Landlord and/or
Lender to incur any additional liability, cost or expense.

            (j) Tenant shall comply with the terms and conditions of Exhibit "H"
attached hereto.

      11. Liens; Recording.

            (a) Tenant shall not, directly or indirectly, create or permit to be
created or to remain and shall promptly discharge or remove any lien, levy or
encumbrance on any of the Leased Premises or on any Rent or any other sums
payable by Tenant under this Lease, other than any Mortgage or Assignment, the
Permitted Encumbrances and any mortgage, lien, encumbrance or other charge
created by or to the extent resulting from any act or omission of any
Indemnitee. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY
LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE
HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER TENANT, AND
THAT NO MECHANICS' OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS
SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF THE LEASED
PREMISES. LANDLORD MAY AT ANY TIME POST ANY NOTICES ON THE LEASED PREMISES
REGARDING SUCH NON-LIABILITY OF LANDLORD.

            (b) Landlord and Tenant shall execute, deliver and record, file or
register (collectively, "record") at Tenant's expense a memorandum or short form
instrument of

                                       23



this Lease in such manner and in such places as may be required or permitted by
any present or future Law in order to give record notice of this Lease and
purchase options contained herein.

      12. Maintenance and Repair.

            (a) Tenant shall at all times maintain each Related Premises and the
Appurtenances in as good repair and appearance as each is in on the date hereof
and fit to be used for their intended use and consistent with the practices
generally recognized as then acceptable by other companies in its industry and,
in any event, as least as good as those observed by the prior owner or operator
of the Leased Premises immediately preceding the date of this Lease, and, in the
case of the Equipment, in as good mechanical condition as it was on the later of
the date hereof or the date of its installation, except for ordinary wear and
tear. Tenant shall take every other action reasonably necessary or appropriate
for the preservation and safety of each Related Premises. Tenant shall promptly
make all Alterations of every kind and nature, whether foreseen or unforeseen,
which may be required to comply with the foregoing requirements of this
Paragraph 12(a). Landlord shall not be required to make any Alteration, whether
foreseen or unforeseen, or to maintain any of the Related Premises or
Appurtenances in any way, and Tenant hereby expressly waives any right which may
be provided for in any Law now or hereafter in effect to make Alterations at the
expense of Landlord or to require Landlord to make Alterations. Any Alteration
made by Tenant pursuant to this Paragraph 12 shall be made in conformity with
the provisions of Paragraph 13.

            (b) If any Improvement, now or hereafter constructed, shall (i)
encroach upon any setback or any property, street or right-of-way adjoining any
of the Leased Premises, (ii) violate the provisions of any restrictive covenant
affecting any of the Leased Premises, (iii) hinder or obstruct any easement or
right-of-way to which any of the Leased Premises is subject or (iv) impair the
rights of others in, to or under any of the foregoing, Tenant shall, promptly
after receiving notice or otherwise acquiring knowledge thereof, either (A)
obtain from all necessary parties waivers or settlements of all claims,
liabilities and damages resulting from each such encroachment, violation,
hindrance, obstruction or impairment, whether the same shall affect Landlord,
Tenant or both, or (B) take such action as shall be necessary to remove all such
encroachments, hindrances or obstructions and to end all such violations or
impairments, including, if necessary, making Alterations.

      13. Alterations and Improvements.

            (a) Tenant shall have the right, without having obtained the prior
written consent of Landlord or Lender and provided that no Event of Default then
exists, (i) to make Alterations or a series of related Alterations that, as to
any such Alterations or series of related Alterations, do not cost in excess of
the Threshold Amount with respect to any Related Premises and (ii) to install
Equipment in the Improvements or accessions to the Equipment that, as to such
Equipment or accessions, do not cost in excess of the Threshold Amount, so long
as at the time of construction or installation of any such Equipment or
Alterations no Event of Default exists and the value and utility of the Leased
Premises is not diminished thereby. If the cost of any Alterations, series of
related Alterations, Equipment or accessions thereto is in excess of the
Threshold Amount, or if Tenant desires to construct any new buildings upon any
Related Premises or raise or demolish any then existing buildings (other than in
connection with the

                                       24



restoration of the applicable Improvements following a casualty or condemnation
in accordance with Paragraphs 17 and 19), then the prior written approval of
Landlord shall be required in each instance, such approval not to be
unreasonably withheld or delayed. Landlord shall have the right to require
Tenant to remove any Alterations at the expiration of the Term or earlier
termination of this Lease (A) constructed in violation of the terms of this
Lease or (B) in excess of the Threshold Amount and for which Landlord has not
agreed in writing may remain at the applicable Related Premises prior to or as a
part of granting its approval thereto. If Tenant shall, at its own cost and
expense, intend to construct upon the Land additional buildings or additions to
the existing Improvements (x) the hard costs of construction thereof are
reasonably expected to exceed $500,000 and (y) the primary intent thereof is the
addition of new permanent storage units at a Related Premises, (i.e., a new,
free-standing storage facility, the expansion of the footprint of an existing
storage facility, or the addition of one or more new floors or portions thereof
to any existing storage facility), then prior to the commencement of such
construction (any such construction meeting the foregoing criteria, hereinafter,
an "Expansion") and as a part of the approval process therefor as required
above, Tenant may seek a written determination from Landlord, to be exercised in
its reasonable judgment, that such Expansion qualifies for an Expansion Credit
in the event that Tenant exercises its purchase option under Paragraph 34
hereof. Landlord shall provide such determination within thirty (30) days after
the date that Tenant delivers to Landlord a description describing the nature
and scope of the proposed Expansion in reasonable detail (including preliminary
drawings or plans, if applicable), and Landlord's determination shall be final
and binding. Tenant's construction of any Expansion without an affirmative
determination that such Expansion qualifies for an Expansion Credit, shall be
deemed Tenant's acknowledgment that such Expansion does not and will not qualify
for an Expansion Credit. Tenant acknowledges that the construction of any
Expansion without obtaining the prior written consent of Landlord shall be an
Event of Default under this Lease. The determination by Landlord that an
Expansion does not qualify for a Expansion Credit shall not alter the
requirement that Landlord's approval of any Alterations that cost in excess of
the Threshold Amount shall not be unreasonably withheld or delayed in accordance
with the terms and conditions of this Paragraph 13(a).

            (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or
as required by Paragraph 12 or 17 (such Alterations and actions being
hereinafter collectively referred to as "Work"), then (i) the market value of
the Leased Premises shall not be lessened by any such Work or its usefulness
impaired, (ii) all such Work shall be performed by Tenant in a good and
workmanlike manner, (iii) all such Work shall be completed diligently and in
compliance with all Legal Requirements, (iv) all such Work shall comply with the
requirements of all insurance policies required to be maintained by Tenant
hereunder, (v) if any such Work involves the replacement of Equipment or parts
thereto, all replacement Equipment or parts shall have a value and useful life
equal to the greater of (A) the value and useful life on the date hereof of the
Equipment being replaced or (B) the value and useful life of the Equipment being
replaced immediately prior to the occurrence of the event which required its
replacement (assuming such replaced Equipment was then in the condition required
by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed
against any of the Leased Premises arising out of such Work, (vii) Tenant shall
procure and pay for all permits and licenses required in connection with any
such Work, (viii) all such Work shall be the property of Landlord and shall be
subject to this Lease, and Tenant shall execute and deliver to Landlord any
document requested by Landlord evidencing the assignment to Landlord of all
estate, right, title and interest (other than the

                                       25



leasehold estate created hereby) of Tenant or any other Person thereto or
therein, and (ix) Tenant shall comply, to the extent requested by Landlord or
required by this Lease, with the provisions of Paragraphs 12(a) and 19(a),
whether or not such Work involves restoration of the Leased Premises.

      14. Permitted Contests. Notwithstanding any other provision of this Lease,
Tenant shall not be required to (a) pay any Imposition, (b) comply with any
Legal Requirement, (c) discharge or remove any lien referred to in Paragraph 11
or 13 or (d) take any action with respect to any encroachment, violation,
hindrance, obstruction or impairment referred to in Paragraph 12(b) (such
non-compliance with the terms hereof being hereinafter referred to collectively
as "Permitted Violations") and may dispute or contest the same, so long as at
the time of such non-compliance no Event of Default exists and so long as Tenant
shall contest, in good faith, the existence, amount or validity thereof, the
amount of the damages caused thereby, or the extent of its or Landlord's
liability therefor by appropriate proceedings which shall operate during the
pendency thereof to prevent or stay (i) the collection of, or other realization
upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of
any of the Leased Premises or any Rent to satisfy or to pay any damages caused
by any Permitted Violation, (iii) any interference with the use or occupancy of
any of the Leased Premises, (iv) any interference with the payment of any Rent,
(v) the cancellation or increase in the rate of any insurance policy or a
statement by the carrier that coverage will be denied or (vi) the enforcement or
execution of any injunction, order or Legal Requirement with respect to the
Permitted Violation. If requested by Landlord with respect to any Permitted
Violation where the amount in controversy is in excess of the Threshold Amount,
Tenant shall provide Landlord security which is satisfactory, in Landlord's
reasonable judgment, to assure that such Permitted Violation is corrected,
including all Costs, interest and penalties that may be incurred or become due
in connection therewith. While any proceedings which comply with the
requirements of this Paragraph 14 are pending and the required security is held
by Landlord, Landlord shall not have the right to correct any Permitted
Violation thereby being contested unless Landlord is required by Law to correct
such Permitted Violation and Tenant's contest does not prevent or stay such
requirement as to Landlord. Each such contest shall be promptly and diligently
prosecuted by Tenant to a final conclusion, except that Tenant, so long as the
conditions of this Paragraph 14 are at all times complied with, has the right to
attempt to settle or compromise such contest through negotiations. Tenant shall
pay any and all losses, judgments, decrees and Costs in connection with any such
contest and shall, promptly after the final determination of such contest, fully
pay and discharge the amounts which shall be levied, assessed, charged or
imposed or be determined to be payable therein or in connection therewith,
together with all penalties, fines, interest and Costs thereof or in connection
therewith, and perform all acts the performance of which shall be ordered or
decreed as a result thereof. No such contest shall subject Landlord to the risk
of any civil or criminal liability.

      15. Indemnification.

            (a) Tenant shall pay, protect, indemnify, defend, save and hold
harmless Landlord, Lender and all other Persons described in Paragraph 30 (each
an "Indemnitee") from and against any and all liabilities, losses, damages
(including punitive damages), penalties, Costs (including attorneys' fees and
costs), causes of action, suits, claims, demands or judgments of any nature
whatsoever, howsoever caused, without regard to the form

                                       26



of action and whether based on strict liability, gross negligence, negligence or
any other theory of recovery at law or in equity, arising from (i) any matter
pertaining to the acquisition (or the negotiations leading thereto), ownership,
leasing, use, non-use, occupancy, operation, management, condition, design,
construction, maintenance, repair or restoration of any of the Leased Premises
or Appurtenances, (ii) any casualty in any manner arising from any of the Leased
Premises or Appurtenances, whether or not Indemnitee has or should have
knowledge or notice of any defect or condition causing or contributing to said
casualty, (iii) any violation by Tenant of any provision of this Lease, any
contract or agreement to which Tenant is a party (including any Loan Document
executed by Tenant), any Legal Requirement or any Permitted Encumbrance or any
encumbrance consented to by Tenant or (iv) any alleged, threatened or actual
Environmental Violation, including (A) liability for response costs and for
costs of removal and remedial action incurred by the United States Government,
any state or local governmental unit or any other Person, or damages from injury
to or destruction or loss of natural resources, including the reasonable costs
of assessing such injury, destruction or loss, incurred pursuant to Section 107
of CERCLA, or any successor section or act or provision of any similar state or
local Law, (B) liability for costs and expenses of abatement, correction or
cleanup, fines, damages, response costs or penalties which arise from the
provisions of any of the other Environmental Laws and (C) liability for personal
injury or property damage arising under any statutory or common-law tort theory,
including damages assessed for the maintenance of a public or private nuisance
or for carrying on of a dangerous activity provided that none of the foregoing
indemnification provisions shall apply to the extent arising from the negligent
acts (but not omissions, unless such omissions constitute gross negligence) or
willful misconduct of any Indemnitee (it being further acknowledged by the
parties hereto that any failure or omission on the part of Landlord to take any
action required to be taken by Tenant pursuant to the terms of this Lease shall
not be deemed to constitute negligence on the part of Landlord).

            (b) In case any action or proceeding is brought against any
Indemnitee by reason of any such claim, (i) Tenant may, except in the event of a
conflict of interest or a dispute between Tenant and any such Indemnitee or
during the continuance of an Event of Default, retain its own counsel and defend
such action (it being understood that Landlord may employ counsel of its choice
to monitor the defense of any such action, the cost of which shall be paid by
Tenant) and (ii) such Indemnitee shall notify Tenant to resist or defend such
action or proceeding by retaining counsel reasonably satisfactory to such
Indemnitee, and such Indemnitee will cooperate and assist in the defense of such
action or proceeding if reasonably requested to do so by Tenant. In the event of
a conflict of interest or dispute or during the continuance of an Event of
Default, Landlord shall have the right to select counsel, and the reasonable
cost of such counsel shall be paid by Tenant.

            (c) The obligations of Tenant under this Paragraph 15 shall survive
any termination, expiration or rejection in bankruptcy of this Lease.

THE INDEMNITY SET FORTH IN THIS SECTION 15 SHALL NOT BE IMPAIRED OR AFFECTED BY
ANY NEGLIGENT OMISSION ON THE PART OF LANDLORD OR ANYONE ACTING BEHALF OF
LANDLORD. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT THIS LEASE INCLUDES
INDEMNIFICATION PROVISIONS WHICH IN CERTAIN CIRCUMSTANCES COULD INCLUDE AN

                                       27



INDEMNIFICATION BY TENANT OF LANDLORD FROM CLAIMS OR LOSSES ARISING AS A RESULT
OF LANDLORD'S OWN NEGLIGENT OMISSIONS.

      16. Insurance.

            (a) Tenant shall maintain or cause to be maintained the following
insurance on or in connection with the Leased Premises:

                  (i) Insurance against risk of physical loss or damage to the
Improvements and Equipment as provided under "Special Form" coverage, and
including customarily excluded perils of hail, windstorm, flood coverage (with
respect to any Related Premises any portion of which is within a 100-year flood
plain), earthquake and, to the extent required by Lender, terrorism (subject to
market availability at the time in question), in amounts no less than the actual
replacement cost of the Improvements and Equipment; provided that, if Tenant's
insurance company is unable or unwilling to include any of all of such excluded
perils, Tenant shall have the option of purchasing coverage against such perils
from another insurer on a "Difference in Conditions" form or through a
stand-alone policy. Such policies shall contain Replacement Cost Endorsements
and no co-insurance endorsements and shall contain deductibles not more than
$25,000 per occurrence, except with respect to (A) earthquake, which shall have
a deductible of not more than higher of $250,000 or 5% of the replacement cost
of the applicable Related Premises and (B) windstorm, which shall have a
deductible of not more than the higher of $250,000 or 2% of the replacement cost
of the applicable Related Premises. If any of the Improvements constitute a
legal non-conforming structure under applicable building, zoning or land use
laws, such policies shall also include an ordinance or law coverage endorsement
which will contain Coverage A: "Loss Due to Operation of Law" (with a minimum
liability limit equal to Replacement Cost with a waiver of any co-insurance
provisions or an Agreed Value Endorsement), Coverage B: "Demolition Cost" and
Coverage C: "Increased Cost of Construction" coverages.

                  (ii) Commercial General Liability Insurance (including but not
limited to Incidental Medical Malpractice and Host Liquor Liability), Umbrella
Liability and Non-Owned and Hired Business Automobile Liability Insurance
against claims for personal and bodily injury, death or property damage
occurring on, in or as a result of the use of the Leased Premises, in an amount
not less than $1,000,000 per occurrence and $2,000,000 per location/annual
aggregate with excess liability coverage of $25,000,000 per occurrence and
$50,000,000 general aggregate, on an occurrence based policies, and all other
coverage extensions that are usual and customary for properties of this size and
type provided, however, that the Landlord shall have the right to require such
higher limits as may be reasonable and customary for properties of this size and
type and Customer Goods Liability Insurance in an amount not less than $500,000
general aggregate.

                  (iii) Worker's compensation insurance covering all persons
employed by Tenant or Manager in connection with any work done on or about any
of the Leased Premises for which claims for death, disease or bodily injury may
be asserted against Landlord, Tenant or any of the Leased Premises or, in lieu
of such Workers' Compensation Insurance, a program of self-insurance complying
with the rules, regulations and requirements of the appropriate agency of the
State or States in which the Leased Premises are located.

                                       28



                  (iv) Comprehensive Boiler and Machinery Insurance on any of
the Equipment or any other equipment on or in the Leased Premises in an amount
not less than $5,000,000 per accident for damage to property. Either such Boiler
and Machinery policy or the All-Risk policy required in (i) above shall include
at least $3,000,000 per incidence for Off-Premises Service Interruption,
Expediting Expenses, Ammonia Contamination, and Hazardous Materials Clean-up
Expense and may contain a deductible not to exceed $25,000.

                  (v) Business Interruption and Extra Expense Insurance at
limits to cover 100% of losses and/or expenses incurred over the period of
indemnity not less than eighteen (18) months from time of loss including an
extended period of indemnity which provides that after the physical loss to the
Improvements and Equipment has been repaired, the continued loss of income will
be insured until such income either returns to the same level it was at prior to
the loss, or the expiration of six (6) months from the date that such Related
Premises is repaired or replaced and operations are resumed, whichever first
occurs. Such insurance shall name Landlord as loss payee solely with respect to
Rent payable to or for the benefit of the Landlord under this Lease.

                  (vi) During any period in which substantial Alterations at any
Related Premises are being undertaken, builder's risk insurance covering the
total completed value including any "soft costs" with respect to the
Improvements being altered or repaired (on a completed value, non-reporting
basis), replacement cost of work performed and equipment, supplies and materials
furnished in connection with such construction or repair of Improvements or
Equipment, together with such "soft cost" endorsements and such other
endorsements as Landlord may reasonably require and general liability, workers'
compensation and automobile liability insurance with respect to the Improvements
being constructed, altered or repaired.

                  (vii) Such other insurance (or other terms with respect to any
insurance required pursuant to this Paragraph 16, including without limitation
amounts of coverage, deductibles, form of mortgagee clause) on or in connection
with any of the Leased Premises as Landlord or Lender may reasonably require.

            (b) The insurance required by Paragraph 16(a) shall be written by
companies which have a Best's rating of A:X or above and a claims paying ability
rating of A+ (or its equivalent) or better by at least two (2) Rating Agencies
(one of which shall be S&P ) or such other Rating Agencies approved by Landlord
and Lender in their sole discretion and are authorized to write insurance
policies by, the State Insurance Department for the states in which the Leased
Premises are located. Notwithstanding foregoing, an "Umbrella" Policy issued by
Mt. Hawley Insurance Company shall be acceptable to Landlord and Lender,
provided that (i) the ratings assigned to Mt. Hawley Insurance Company by A.M.
Best Company, Inc. do not fall below "A/IX" and (ii) the ratings assigned to Mt.
Hawley Insurance Company by S&P do not fall below "A+". The insurance policies
(i) shall be for such terms as Landlord may reasonably approve and (ii) shall be
in amounts sufficient at all times to satisfy any coinsurance requirements
thereof. The insurance referred to in Paragraphs 16(a)(i), 16(a)(iv) and
16(a)(vi) shall name Landlord as owner and Lender as loss payee and Tenant as
its interest may appear. The insurance referred to in Paragraph 16(a)(ii) shall
name Landlord and Lender as additional insureds, and the insurance referred to
in Paragraph 16(a)(v) shall name Landlord as insured and Lender and Landlord as
loss payee. If said insurance or any part thereof shall expire, be

                                       29



withdrawn, become void, voidable, unreliable or unsafe for any reason, including
a breach of any condition thereof by Tenant or the failure or impairment of the
capital of any insurer, or if for any other reason whatsoever said insurance
shall become reasonably unsatisfactory to Landlord, Tenant shall immediately
obtain new or additional insurance reasonably satisfactory to Landlord. Landlord
acknowledges that the insurance required to be maintained pursuant to Paragraph
16(a) shall be carried under a policy or policies insuring both the Leased
Premises demised hereunder and the "Leased Premises" demised under the UHS Lease
(collectively, the "Combined Property") and the insurance amounts and
deductibles set forth in Paragraph 16(a) reflect the insurance amounts and
deductibles required for the entire Combined Property in the aggregate,
provided, however, that the Business Interruption and Extra Expense insurance
required to be maintained pursuant to Paragraph 16(a)(v), shall insure the
payment of both Rent payable under this Lease and Rent (as that term is defined
in the UHS Lease) payable under the UHS Lease.

            (c) Each insurance policy referred to in clauses (i), (iv), (v) and
(vi) of Paragraph 16(a) shall contain standard non-contributory mortgagee
clauses in favor of and reasonably acceptable to Lender. Each policy required by
any provision of Paragraph 16(a), except clause (iii) thereof, shall provide
that it may not be cancelled substantially modified or allowed to lapse on any
renewal date except after sixty (60) days' prior notice to Landlord and Lender.
Each such policy shall also provide that any loss otherwise payable thereunder
shall be payable notwithstanding (i) any act or omission of Landlord or Tenant
which might, absent such provision, result in a forfeiture of all or a part of
such insurance payment, (ii) the occupation or use of any of the Leased Premises
for purposes more hazardous than those permitted by the provisions of such
policy, (iii) any foreclosure or other action or proceeding taken by Lender
pursuant to any provision of the any Loan Documents upon the happening of an
event of default therein or (iv) any change in title to or ownership of any of
the Leased Premises.

            (d) Tenant shall pay as they become due all premiums for the
insurance required by Paragraph 16(a), shall renew or replace each policy and
deliver to Landlord evidence of the payment of the full premium therefor or
installment then due at least thirty (30) days prior to the expiration date of
such policy, and shall promptly deliver to Landlord all original certificates of
insurance or, if required by Lender, original or certified policies.

            (e) Anything in this Paragraph 16 to the contrary notwithstanding,
any insurance which Tenant is required to obtain pursuant to Paragraph 16(a) may
be carried under a "blanket" or umbrella policy or policies covering other
properties or liabilities of Tenant, provided that such "blanket" or umbrella
policy or policies otherwise comply with the provisions of this Paragraph 16 and
provided further that Tenant shall provide to Landlord a Statement of Values
which shall be reviewed annually and amended as necessary based on Replacement
Cost Valuations. The original or a certified copy of each such "blanket" or
umbrella policy shall promptly be delivered to Landlord.

            (f) Tenant shall have the replacement cost and insurable value of
the Improvements and Equipment determined from time to time as required by the
replacement cost endorsement and shall deliver to Landlord the new replacement
cost endorsement or certificate evidencing such endorsement promptly upon
Tenant's receipt thereof.

                                       30



            (g) Tenant shall promptly comply with and conform to (i) all
provisions of each insurance policy required by this Paragraph 16 and (ii) all
requirements of the insurers thereunder applicable to Landlord, Tenant or any of
the Leased Premises as to the use, manner of use, occupancy, possession,
operation, maintenance, alteration or repair of any of the Leased Premises, even
if such compliance necessitates Alterations or results in interference with the
use or enjoyment of any of the Leased Premises.

            (h) Tenant shall not carry separate insurance concurrent in form or
contributing in the event of a Casualty with that required in this Paragraph 16
unless (i) Landlord and Lender are included therein as named insureds, with loss
payable as provided herein, and (ii) such separate insurance complies with the
other provisions of this Paragraph 16. Tenant shall immediately notify Landlord
of such separate insurance and shall deliver to Landlord the original policies
or certified copies thereof.

            (i) All policies shall contain effective waivers by the carrier
against all claims for insurance premiums against Landlord and shall contain
full waivers of subrogation against the Landlord.

            (j) All proceeds of any insurance required under Paragraph 16(a)
shall be payable as follows:

                  (i) Proceeds payable under clauses (ii), (iii) and (iv) of
Paragraph 16(a) and proceeds attributable to the general liability coverage of
Builder's Risk insurance under clause (vi) of Paragraph 16(a) shall be payable
to the Person entitled to receive such proceeds.

                  (ii) Proceeds of insurance required under clause (i) of
Paragraph 16(a) and proceeds attributable to Builder's Risk insurance (other
than its general liability coverage provisions) under clause (vi) of Paragraph
16(a) shall be payable to Landlord or Lender and applied as set forth in
Paragraph 17 or, if applicable, Paragraph 18. Promptly following receipt thereof
Tenant shall apply the Net Award to restoration of the Leased Premises in
accordance with the applicable provisions of this Lease unless a Termination
Event shall have occurred and Tenant has given a Termination Notice.

            (k) With respect to the Related Premises located in the State of New
York, the parties intend that the terms of this Paragraph 16 and those of
Paragraphs 17 and 19, constitute an "express agreement to the contrary" under
Section 227 of the New York State Real Property Law.

      17. Casualty and Condemnation.

            (a) If any Casualty to any of the Related Premises occurs the
insurance proceeds for which are reasonably estimated by Tenant to be equal to
or in excess of the Threshold Amount, Tenant shall give Landlord and Lender
immediate notice thereof. So long as no Event of Default exists Tenant is hereby
authorized to adjust, collect and compromise all claims under any of the
insurance policies required by Paragraph 16(a) (except public liability
insurance claims payable to a Person other than Tenant, Landlord or Lender) and
to execute and deliver on behalf of Landlord all necessary proofs of loss,
receipts, vouchers and releases

                                       31



required by the insurers and Landlord shall have the right to join with Tenant
therein. Any final adjustment, settlement or compromise of any such claim shall
be subject to the prior written approval of Landlord, and Landlord shall have
the right to prosecute or contest, or to require Tenant to prosecute or contest,
any such claim, adjustment, settlement or compromise. If an Event of Default
exists, Tenant shall not be entitled to adjust, collect or compromise any such
claim or to participate with Landlord in any adjustment, collection and
compromise of the Net Award payable in connection with a Casualty. Tenant agrees
to sign, upon the request of Landlord, all such proofs of loss, receipts,
vouchers and releases. Each insurer is hereby authorized and directed to make
payment under said policies, including return of unearned premiums, directly to
Landlord or, if required by any Loan Documents, to Lender instead of to Landlord
and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as
Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord
under this Paragraph 17(a) shall be extended to Lender if required pursuant to
the terms of the Initial Loan Agreement and pursuant to any other Loan
Documents.

            (b) Tenant, immediately upon receiving a Condemnation Notice, shall
notify Landlord and Lender thereof. So long as no Event of Default exists,
Tenant is authorized to collect, settle and compromise the amount of any Net
Award and Landlord shall have the right to join with Tenant therein. If an Event
of Default exists, Landlord shall be authorized to collect, settle and
compromise the amount of any Net Award and Tenant shall not be entitled to
participate with Landlord in any Condemnation proceeding or negotiations under
threat thereof or to contest the Condemnation or the amount of the Net Award
therefor. No agreement with any condemnor in settlement or under threat of any
Condemnation shall be made by Tenant without the written consent of Landlord.
Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably
assigns to Landlord any award or payment to which Tenant is or may be entitled
by reason of any Condemnation, whether the same shall be paid or payable for
Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease
shall impair Tenant's right to any award or payment on account of Tenant's trade
fixtures, equipment or other tangible property which is not part of the
Equipment, moving expenses or loss of business, if available, to the extent that
and so long as (i) Tenant shall have the right to make, and does make, a
separate claim therefor against the condemnor and (ii) such claim does not in
any way reduce either the amount of the award otherwise payable to Landlord for
the Condemnation of Landlord's fee interest in the applicable Related Leased
Premises or the amount of the award (if any) otherwise payable for the
Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord
under this Paragraph 17(b) shall also be extended to Lender if required pursuant
to the terms of the Initial Loan Agreement and pursuant to any other Loan
Documents.

            (c) If any Partial Casualty (whether or not insured against) or
Partial Condemnation shall occur to any Related Premises, this Lease shall
continue, notwithstanding such event, and there shall be no abatement or
reduction of any Monetary Obligations. Promptly after such Partial Casualty or
Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and
diligently continue to restore the applicable Related Premises as nearly as
possible to their value, condition and character immediately prior to such event
(assuming such Related Premises to have been in the condition required by this
Lease). So long as no Event of Default exists, any Net Award up to and including
the Threshold Amount shall be paid by Landlord to Tenant and Tenant shall
restore the applicable Related Premises in accordance with the requirements of
Paragraph 13(b) of this Lease. Any Net Award in excess of the Threshold

                                       32



Amount shall (unless such Casualty or Condemnation resulting in the Net Award is
a Termination Event) be made available by Landlord (or Lender if the terms of
any Loan Documents so require) to Tenant for the restoration of any of the
applicable Related Premises pursuant to and in accordance with and subject to
the provisions of Paragraph 19 hereof. If any Casualty or Condemnation which is
not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply
with the terms and conditions of Paragraph 18.

      18. Termination Events.

            (a) If either (i) all of any Related Premises shall be taken by a
Taking or (ii) any substantial portion of any Related Premises shall be taken by
a Taking or all or any substantial portion of any Related Premises shall be
totally damaged or destroyed by a Casualty and, in any such case, Tenant
certifies and covenants to Landlord that it will forever abandon operations at
the Related Premises, (any one or all of the Related Premises described in the
above clauses (i) and (ii) above being hereinafter referred to as the "Affected
Premises" and each of the events described in the above clauses (i) and (ii)
shall hereinafter be referred to as a "Termination Event"), then (x) in the case
of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant
receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall
have the option, within thirty (30) days after Tenant receives a Condemnation
Notice or thirty (30) days after the Casualty, as the case may be, to give to
Landlord written notice (a "Termination Notice") in the form described in
Paragraph 18(b) of the Tenant's election to terminate this Lease as to the
Affected Premises. If Tenant elects under clause (y) above not to give Landlord
a Termination Notice, then Tenant shall cause the Leased Premises to be repaired
or rebuilt in accordance with Paragraphs 17 and 19.

            (b) A Termination Notice shall contain (i) notice of Tenant's
intention to terminate this Lease as to the Affected Premises on the first Basic
Rent Payment Date which occurs at least ninety (90) days after the Fair Market
Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of
Tenant to pay the Termination Amount, (iii) if the Termination Event is an event
described in Paragraph 18(a)(ii), the certification and covenant described
therein, and (iv) an original termination notice from UHS of UHS' intention to
terminate the UHS Lease as to the Affected Premises effective as of the same
date as Tenant's notice and containing a binding and irrevocable offer of UHS to
pay the applicable "Termination Amount" under the UHS Lease for the
Corresponding UHS Premises and, if the Termination Event is an event described
in Paragraph 18(a)(ii) of the UHS Lease, the certification and covenant
described therein; it being agreed by Tenant that no Termination Notice given by
Tenant hereunder shall be of any force or effect unless accompanied by a
simultaneous "Termination Notice" from UHS with respect to the Corresponding UHS
Premises. Promptly upon the delivery to Landlord of a Termination Notice,
Landlord and Tenant shall commence to determine Fair Market Value of the
Affected Premises.

            (c) If Landlord shall reject such offer by Tenant to pay to Landlord
the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b)
above by written notice to Tenant (a "Rejection") which Rejection shall contain
the written consent of Lender to Landlord's rejection of Tenant's offer to pay
the Termination Amount, not later than thirty (30) days following the Fair
Market Value Date, then this Lease shall terminate as to the Affected Premises
on the Termination Date. Upon such termination (i) all obligations of Tenant

                                       33



hereunder as to the Affected Premises shall terminate except for any Surviving
Obligations, (ii) Tenant shall immediately vacate and shall have no further
right, title or interest in or to any of the Affected Premises and (iii) the Net
Award shall be retained by Landlord. Notwithstanding anything to the contrary
hereinabove contained, if Tenant shall have received a Rejection and, on the
date when this Lease would otherwise terminate with respect to the Affected
Premises as provided above, Landlord shall not have received the full amount of
the Net Award payable by reason of the applicable Termination Event, then the
date on which this Lease is to terminate with respect to the Affected Premises
shall be automatically extended to the first Basic Rent Payment Date after the
receipt by Landlord of the full amount of the Net Award. It is acknowledged and
agreed by Landlord that any acceptance or Rejection of a Termination Notice from
Tenant under this Paragraph 18(c) or 18(d) below shall also concurrently contain
the same response (i.e. an acceptance or Rejection, as the case my be) of the
termination Notice delivered by UHS with respect to the Corresponding UHS
Premises.

            (d) Unless Tenant shall have received a Rejection not later than the
thirtieth (30th) day following the Fair Market Value Date, Landlord shall be
conclusively presumed to have accepted such offer from Tenant to pay the
Termination Amount. If such offer from Tenant to pay the Termination Amount is
accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord
the Termination Amount and all Remaining Obligations and, if requested by
Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or
the remaining portion thereof, if any, all in accordance with Paragraph 20.

            (e) In the event of the termination of this Lease as to the Affected
Premises as hereinabove provided, this Lease shall remain in full force and
effect as to the Remaining Premises; provided, that the Basic Rent for the
Remaining Premises to be paid after such termination shall be the Basic Rent
otherwise payable hereunder with respect to the Leased Premises multiplied by a
percentage equal to the sum of the percentages set forth on Exhibit "F" for the
Remaining Premises.

      19.   Restoration.

            (a) If any Net Award is in excess of the Threshold Amount, Landlord
(or Lender if required by any Loan Documents) shall hold the Net Award in a fund
(the "Restoration Fund") and disburse amounts from the Restoration Fund only in
accordance with the following conditions:

                  (i) prior to commencement of restoration, (A) the plans and
specifications and a budget for the restoration shall have been approved by
Landlord, (B) if the Net Award is less than the amount set forth on the full
cost budget for the restoration of the applicable Related Premises (which budget
has been approved by Landlord), Landlord and Lender shall be provided with
mechanics' lien insurance (if available) and acceptable performance and payment
bonds which insure satisfactory completion of and payment for the restoration,
are in an amount and form and have a surety acceptable to Landlord, and name
Landlord and Lender as additional dual obligees, and (C) to the extent permitted
by applicable Law, appropriate waivers of mechanics' and materialmen's liens
shall have been filed or obtained;

                                       34



                  (ii) at the time of any disbursement, no Event of Default
shall exist and no mechanics' or materialmen's liens shall have been filed
against the applicable Related Premises being restored that remain undischarged;

                  (iii) disbursements shall be made from time to time in an
amount not exceeding the cost of the work completed since the last disbursement,
upon receipt of (A) satisfactory evidence, including architects' certificates,
of the stage of completion, the estimated total cost of completion and
performance of the work to date in a good and workmanlike manner in accordance
with the contracts, plans and specifications, (B) waivers of liens with respect
to work paid to date, (C) contractors' and subcontractors' sworn statements as
to completed work and the cost thereof for which payment is requested, (D) a
satisfactory bringdown of title insurance and (E) other evidence of cost and
payment so that Landlord and Lender can verify that the amounts disbursed from
time to time are represented by work that is completed, in place and free and
clear of mechanics' and materialmen's lien claims;

                  (iv) each request for disbursement shall be accompanied by a
certificate of Tenant, signed by a duly authorized officer of Tenant, describing
the work for which payment is requested, stating the cost incurred in connection
therewith, stating that Tenant has not previously received payment for such work
and, upon completion of the work, also stating that the work has been fully
completed and complies with the applicable requirements of this Lease;

                  (v) Landlord may retain ten percent (10%) of the Restoration
Fund until the restoration is fully completed.

                  (vi) If the Restoration Fund is held by Landlord, the
Restoration Fund shall not be commingled with Landlord's other funds and shall
bear interest (in a money-market or similar type account having appropriate
liquidity) at the then available rate; and

                  (vii) such other reasonable and customary conditions as
Landlord or Lender may impose, so long as such conditions are consistent with
those being required by prudent lenders or investors for similar properties
under similar circumstances.

            (b) Prior to commencement of restoration and at any time during
restoration, if the estimated cost of completing the restoration work free and
clear of all liens, as determined by Landlord, exceeds the amount of the Net
Award available for such restoration, the amount of such excess shall, upon
demand by Landlord, be paid by Tenant to Landlord to be added to the Restoration
Fund. Any sum so added by Tenant which remains in the Restoration Fund upon
completion of restoration shall be refunded to Tenant. For purposes of
determining the source of funds with respect to the disposition of funds
remaining after the completion of restoration, the Net Award shall be deemed to
be disbursed prior to any amount added by Tenant.

            (c) If any sum remains in the Restoration Fund after completion of
the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum
shall be paid by Landlord to Tenant.

      20.   Procedures Upon Purchase.

                                       35



            (a) If the Leased Premises or any of the Related Premises are
purchased by Tenant (or Tenant's designee) pursuant to any provision of this
Lease, Landlord need not convey any better title thereto than that which was
conveyed to Landlord, and Tenant or its designee shall accept such title,
subject, however, to the Permitted Encumbrances (including the UHS Lease, if
still in effect), and to all other liens, exceptions and restrictions on,
against or relating to any of the Leased Premises or the applicable Related
Premises and to all applicable Laws, but free of the lien of and security
interest created by any Mortgage or Assignment and liens, exceptions and
restrictions on, against or relating to the Leased Premises or the applicable
Related Premises which have been created by, or permitted or resulted solely
from, the acts of Landlord after the date of this Lease, unless the same are
Permitted Encumbrances or were created with the concurrence of Tenant or as a
result of a default by Tenant under this Lease.

            (b) Upon the date fixed for any such purchase of the Leased Premises
or any of the Related Premises pursuant to any provision of this Lease (any such
date the "Purchase Date"), Tenant shall pay to Landlord, or to any Person to
whom Landlord directs payment, the Relevant Amount therefor specified herein, in
Federal Funds, less any credit of the Net Award received and retained by
Landlord or a Lender allowed against the Relevant Amount, and Landlord shall
deliver to Tenant (i) a special warranty deed which describes the premises being
conveyed and conveys the title thereto as provided in Paragraph 20(a), (ii) such
other instruments as shall be necessary or customary transfer to Tenant or its
designee any other property (or rights to any Net Award not yet received by
Landlord or a Lender) then required to be sold by Landlord to Tenant pursuant to
this Lease and (iii) any Net Award received by Landlord, not credited to Tenant
against the Relevant Amount and required to be delivered by Landlord to Tenant
pursuant to this Lease; provided, that if any Monetary Obligations remain
outstanding on such date, then Landlord may deduct from the Net Award the amount
of such Monetary Obligations; and further provided, that if any event has
occurred which, in Landlord's reasonable judgment, is likely to subject any
Indemnitee to any liability which Tenant is required to indemnify against
pursuant to Paragraph 15, then an amount shall be deducted from the Net Award
which, in Landlord's reasonable judgment, is sufficient to satisfy such
liability, which amount shall be deposited in an escrow account with a financial
institution reasonably satisfactory to Landlord and Tenant pending resolution of
such matter. Landlord shall reasonably cooperate (at no additional cost to
Landlord, unless such cost is in connection with the cure of any condition
existing on title caused or permitted by Landlord and which is not permitted
under Paragraph 20(a)), with Tenant and Tenant's title insurance company with
respect to customary closing affidavits and related matters to enable the
purchaser to obtain title in accordance with the terms of Paragraph 20(a). If on
the Purchase Date any Monetary Obligations remain outstanding and no Net Award
is payable to Tenant by Landlord or the amount of such Net Award is less than
the amount of the Monetary Obligations, then Tenant shall pay to Landlord on the
Purchase Date the amount of such Monetary Obligations. Upon the completion of
such purchase, this Lease and all obligations and liabilities of Tenant
hereunder with respect to the applicable Related Premises (but not with respect
to the Remaining Premises) shall terminate, except any Surviving Obligations.

            (c) If the completion of such purchase shall be delayed after (i)
the Termination Date, in the event of a purchase pursuant to Paragraph 18 or,
(ii) the date scheduled for such purchase, in the event of a purchase under any
other provision of this Lease then (x) Rent shall continue to be due and payable
until completion of such purchase and (y) at

                                       36



Landlord's sole option, Fair Market Value shall be redetermined and the Relevant
Amount payable by Tenant pursuant to the applicable provision of this Lease
shall be adjusted to reflect such redetermination.

            (d) Any prepaid Monetary Obligations paid to Landlord shall be
prorated as of the Purchase Date, and the prorated unapplied balance shall be
deducted from the Relevant Amount due to Landlord; provided, that no
apportionment of any Impositions shall be made upon any such purchase.

      21.   Assignment and Subletting: Prohibition against Leasehold Financing.

            (a) Except as otherwise expressly provided to the contrary in this
Paragraph 21, Tenant may not (i) assign this Lease, voluntarily or
involuntarily, whether by operation of law or otherwise (including through any
merger or consolidation) to any Person, or (ii) sublet any of the Leased
Premises at any time to any other Person, without the prior written consent of
Landlord, which consent may be granted or withheld by Landlord for any or no
reason. Any purported sublease or assignment in violation of this Paragraph 21
(including any Affiliate transaction in violation of the provisions of
Paragraphs 21(h) and (i) below) shall be null and void. In addition,
notwithstanding anything to the contrary contained in this Paragraph 21, Tenant
shall not have the right to assign this Lease (voluntarily or involuntarily,
whether by operation of law or otherwise), or sublet any of the Leased Premises
to any Person (including any Affiliate) at any time that an Event of Default
beyond any applicable notice and cure period shall have occurred and then be
continuing under this Lease.

            (b) (i) Tenant shall have the right, upon thirty (30) days prior
written notice to Landlord and Lender, to enter into one or more subleases that
demise, in the aggregate, up to 100% of the gross space in each Related Premises
to any Affiliate of Tenant or of an approved manager of the Leased Premises and
up to but not in excess of forty-nine percent (49%) of the gross space in each
Related Premises to any other Person with no consent or approval of Landlord
being required or necessary (each, a "Preapproved Sublet"). Other than pursuant
to Preapproved Sublets, at no time during the Term shall subleases exist for
more than forty-nine percent (49%) of the gross space in any Related Premises
without the prior written consent of Landlord which consent shall be granted or
withheld based upon the following criteria (the "Review Criteria"): (A) credit,
(B) capital structure, (C) management, (D) operating history, (E) proposed use
of the Leased Premises and (F) risk factors associated with the proposed use of
the Leased Premises by the proposed subtenant, taking into account factors such
as environmental concerns, product liability and the like. Landlord and Lender
shall review such information and shall approve or disapprove the proposed
subtenant in writing no later than the thirtieth (30th ) day following receipt
of all such information, and Landlord and Lender shall be deemed to have acted
reasonably in granting or withholding consent if such grant or disapproval is
based on their review of the Review Criteria applying prudent business judgment.
Notwithstanding anything to the contrary in this Paragraph 21(b)(i), any license
or rental agreement with a customer of Tenant for one or more self-storage
garages, rooms or bays entered into in the ordinary course of Tenant's business
as an operator of a self-storage facilities shall not be deemed a sublease for
the purposes of this Paragraph 21 provided that such license or rental agreement
is for a term of not more than twelve (12) months.

                                       37



                  (ii) If Tenant assigns all its rights and interest under this
Lease, the assignee under such assignment shall expressly assume all the
obligations of Tenant hereunder, actual or contingent, including obligations of
Tenant which may have arisen on or prior to the date of such assignment, by a
written instrument delivered to Landlord at the time of such assignment and
shall also provide any certification reasonably required by Landlord related to
the USA Patriot Act. Each sublease of any of the Related Premises shall (A) be
expressly subject and subordinate to this Lease and any Mortgage encumbering the
Leased Premises; (B) not extend beyond the then current Term minus one day; (C)
terminate upon any termination of this Lease, unless Landlord elects in writing
to cause the sublessee to attorn to and recognize Landlord as the lessor under
such sublease, whereupon such sublease shall continue as a direct lease between
the sublessee and Landlord upon all the terms and conditions of such sublease;
and (D) bind the sublessee to all covenants contained in Paragraphs 4(a), 10 and
12 with respect to subleased premises to the same extent as if the sublessee
were the Tenant and (E) required the sublessee to provide any certification
reasonably required by Landlord related to the USA Patriot Act. No assignment or
sublease shall affect or reduce any of the obligations of Tenant hereunder, and
all such obligations of Tenant shall continue in full force and effect as
obligations of a principal and not as obligations of a guarantor, as if no
assignment or sublease had been made. No assignment or sublease shall impose any
additional obligations on Landlord under this Lease.

            (c) Tenant shall, within ten (10) days after the execution and
delivery of any assignment or sublease (including a Preapproved Sublet), deliver
a duplicate original copy thereof to Landlord which, in the event of an
assignment, shall be in recordable form. Each sublease of any portion of any
Related Premises shall (A) be expressly subject and subordinate to this Lease
and any Mortgage encumbering the Leased Premises; (B) not extend beyond the then
current Term (including any exercised or deemed exercised Renewal Term) minus
one day; (C) terminate upon any termination of this Lease, unless Landlord
elects (at its option) in writing to cause the sublessee to attorn to and
recognize Landlord as the lessor under such sublease, whereupon such sublease
shall continue as a direct lease between the sublessee and Landlord upon all the
terms and conditions of such sublease; and (d) bind the sublessee to all
covenants contained in Paragraphs 4(a), 10 and 12 with respect to subleased
premises to the same extent as if the sublessee were the Tenant.

            (d) As security for performance of its obligations under this Lease,
Tenant hereby grants, conveys and assigns to Landlord all right, title and
interest of Tenant in and to all subleases now in existence or hereafter entered
into for any or all of the Leased Premises, any and all extensions,
modifications and renewals thereof and all rents, issues and profits therefrom.
Landlord hereby grants to Tenant a license to collect and enjoy all rents and
other sums of money payable under any sublease of any of the Leased Premises,
provided, however, that Landlord shall have the absolute right at any time while
an Event of Default is continuing upon notice to Tenant and any subtenants to
revoke said license and to collect such rents and sums of money and to retain
the same. Any amounts collected shall be applied to Rent payments next due and
owing. With respect to any sublease requiring Landlord's consent pursuant to
this Paragraph 21 or for which Landlord or Lender has granted non-disturbance
rights, Tenant shall not consent to, cause or allow any modification or
alteration of any of the terms, conditions or covenants of any of the subleases
or the termination thereof, without the prior written approval of Landlord which
consent shall not be unreasonably withheld nor shall

                                       38



Tenant accept any rents more than thirty (30) days in advance of the accrual
thereof nor do nor permit anything to be done, the doing of which, nor omit or
refrain from doing anything, the omission of which, will or could be a breach of
or default in the terms of any of the subleases.

            (e) Tenant shall not have the power to mortgage, pledge or otherwise
encumber its interest under this Lease or any sublease of any of the Related
Premises, and any such mortgage, pledge or encumbrance made in violation of this
Paragraph 21 shall be void and of no force and effect.

            (f) Intentionally Omitted.

            (g) Subject to the provisions of Paragraph 34 hereof, Landlord may
sell or transfer the Leased Premises at any time without Tenant's consent to any
institutional investor or other Person whose principal business is investing in
commercial real estate that is not a Direct Competitor of Tenant or the initial
Manager of the Leased Premises (each a "Third Party Purchaser"). In the event of
any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord
so long as such Third Party Purchaser and Landlord notify Tenant in writing of
such transfer. At the request of Landlord, Tenant will execute such documents
confirming the agreement referred to above and such other agreements as Landlord
may reasonably request, provided that such agreements do not increase the
liabilities and obligations of Tenant hereunder. As used in this Paragraph
21(g), the term "Direct Competitor" shall mean the ten (10) largest operators of
self-storage facilities in the United States as published from time to time by
Self-Storage Almanac. In the event Self-Storage Almanac ceases publication or
ceases to publish the list of the ten (10) largest operators of self-storage
facilities in the United States, Landlord and Tenant shall attempt to agree on a
substitute trade publication or other reputable listing source to determine the
ten (10) largest operators of self-storage facilities in the United States,
provided that if Landlord and Tenant are unable to agree on a substitute trade
publication or other reputable listing source, a substitute trade publication
shall be selected by Landlord in its reasonable discretion. Notwithstanding
anything to the contrary contained herein, the terms of this Paragraph 21(g)
shall not apply in the case of any foreclosure by Lender (or delivery of a deed
in lieu of foreclosure), a transfer to any affiliate of Lender, or the initial
sale of the Leased Premises by any Lender following a foreclosure (or the
delivery of a deed in lieu of foreclosure).

            (h) Tenant shall not, in a single transaction or series of related
transactions, sell or convey, transfer or lease all or substantially all of its
assets (an "Asset Transfer") to any Person, and any such Asset Transfer shall be
deemed an assignment in violation of this Lease; except that, Tenant shall have
the right conduct an Asset Transfer to a Person if the following conditions are
met: (a) the Asset Transfer is to a Person that is approved in writing by
Landlord in Landlord's sole and absolute discretion in accordance with the
provisions of Paragraph 21 (a) of this Lease and (b) this Lease is assigned to
such Person as a part of such Asset Transfer.

            (i) At no time during the Term shall any Person or "group" (within
the meaning of Section 13(d) or Section 14(d) of the Securities Exchange Act of
1934, as amended); pursuant to a single transaction or series of related
transaction (i) acquire more than 50% of the Voting Stock, partnership
interests, membership interests or other equitable and/or beneficial

                                       39



interests of Tenant ("Control") or (ii) obtain the power (whether or not
exercised) to elect a majority of the directors of Tenant or voting control of
any partnership or limited liability company or other entity acting as its
general partner or managing member, unless the purchaser who acquires such
voting power shall be approved in writing by Landlord in Landlord's sole and
absolute discretion in accordance with Paragraph 21 (a) and any such change of
Control without such approval shall be deemed an assignment in violation of this
Lease. Notwithstanding the foregoing provisions, this Paragraph 21(i) shall (x)
not apply to a transfer of any direct or indirect interests in Tenant held by a
Person owning such interests as of the date of this Lease, either (A) by devise,
descent or by operation of law upon the death of such Person to his immediate
family member or members or (B) for estate planning purposes to an immediate
family member or members of such Person, or to a trust for the benefit of such
Person and/or his immediate family member or members, so long as either (1) such
trustee or other family member has sufficient experience and expertise in the
operation and/or ownership of self storage facilities or (2) Mark Shoen retains
day to day operational control of Tenant or (y) not prohibit any sale of the
outstanding capital stock of Guarantor, as parent of Tenant, by any Person
through the "over-the-counter market" or through any recognized stock exchange,
other than by those deemed to be a "control person" within the meaning of the
Securities Exchange Act of 1934 (and any such permitted sale shall not be deemed
an assignment in violation of this Lease.).

      22.   Events of Default.

            (a) The occurrence of any one or more of the following (after
expiration of any applicable cure period as provided in Paragraph 22(b)) shall,
at the sole option of Landlord, constitute an "Event of Default" under this
Lease:

                  (i) a failure by Tenant to make any payment of any Monetary
Obligation on or prior to its due date, regardless of the reason for such
failure;

                  (ii) a failure by Tenant duly to perform and observe, or a
violation or breach of, any other provision hereof not otherwise specifically
mentioned in this Paragraph 22(a);

                  (iii) any representation or warranty made by Tenant herein or
in any certificate, demand or request made pursuant hereto now or hereafter
proves to be incorrect, as of the time made, in any material respect;

                  (iv) a final, non-appealable judgment or judgments for the
payment of money in excess of $5,000,000 in the aggregate shall be rendered
against Tenant and the same shall remain undischarged for a period of ninety
(90) consecutive days;

                  (v) Tenant shall (A) voluntarily be adjudicated a bankrupt or
insolvent, (B) seek or consent to the appointment of a receiver or trustee for
itself or for any of the Related Premises, (C) file a petition seeking relief
under the bankruptcy or other similar laws of the United States, any state or
any jurisdiction, (D) make a general assignment for the benefit of creditors, or
(E) be unable to pay its debts as they mature;

                  (vi) a court shall enter an order, judgment or decree
appointing, without the consent of Tenant, a receiver or trustee for it or for
any of the Related Premises or

                                       40



approving a petition filed against Tenant which seeks relief under the
bankruptcy or other similar laws of the United States, any state or any
jurisdiction, and such order, judgment or decree shall remain undischarged or
unstayed ninety(90) days after it is entered;

                  (vii) any of the Related Premises shall have been (A)
abandoned or (B) vacated for a period in excess of sixty(60) consecutive days
or more than ninety(90) days during any Lease Year, except (1) during any
reasonable period of repair or restoration of the such Related Premises
following a Casualty or Taking, (2) during the course of performing Alterations
to prepare the Leased Premises for occupancy by a permitted subtenant or
assignee pursuant to an executed sublease or assignment agreement, (3) with the
prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed so long as Tenant has established a plan for the
preservation, maintenance and security of the Related Premises (including
confirmation that the insurance required to be carried hereunder by Tenant will
remain in full force and effect notwithstanding Tenant's vacating of the Related
Premises) acceptable to Landlord, or (4) after the delivery of an Abandonment
Notice as to such Related Premises given pursuant to the terms of Paragraph 36
hereof, or the delivery of a certificate relating to an Obsolete Premises given
pursuant to the terms of Paragraph 29 hereof, as to such Obsolete Premises;

                  (viii) Tenant shall be liquidated or dissolved or shall begin
proceedings towards its liquidation or dissolution;

                  (ix) the estate or interest of Tenant in any of the Related
Premises shall be levied upon or attached in any proceeding and such estate or
interest is about to be sold or transferred or such process shall not be vacated
or discharged within ninety(90) days after it is made;

                  (x) a failure by Tenant to perform or observe, or a violation
or breach of, or a misrepresentation by Tenant under, any provision of any
Assignment to which Tenant is a party or any other document between Tenant and
Lender or from Tenant to Lender, if such failure, violation, breach or
misrepresentation gives rise to a default beyond any applicable cure period with
respect to any Loan;

                  (xi) a failure by Tenant to maintain in effect any license or
permit necessary for the use, occupancy or operation of any of the Related
Premises;

                  (xii) Tenant shall in a single transaction or series of
related transactions sell, convey, transfer or lease all or substantially all of
its assets in violation of the provisions of Paragraph 21; or

                  (xiii) Tenant shall fail to deliver the estoppel described in
Paragraph 25 within the time period specified therein;

                  (xiv) Tenant shall fail to timely (i) provide, maintain and
replenish, if necessary, the Security Deposit or (ii) repay to Landlord either
of the installments (or any portion thereof) of the Security Deposit advanced by
Landlord on behalf of Tenant, in any case, in accordance with the requirements
of Paragraph 35;

                                       41



                  (xv) An event of default beyond any applicable notice and/or
cure period shall exist under the Management Agreement, the Negative Pledge
Agreement, the Guaranty or the Non-Compete Agreement;

                  (xvi) An event of default beyond any applicable notice and/or
cure period shall exist under the UHS Lease; or

                  (xvii) Any modification, termination or expiration of the
Assignment and Assumption of UHS Lease Agreement shall occur.

            (b) No notice or cure period shall be required in any one or more of
the following events: (A) the occurrence of an Event of Default under clause (i)
(except as otherwise set forth below), (iii), (iv), (v), (vi), (vii), (viii),
(ix), (x), (xi), (xii), (xiv), or (xvii) of Paragraph 22(a); (B) the default
consists of a failure to pay Basic Rent, a failure to maintain any insurance
required by Paragraph 16 or an assignment or sublease entered into in violation
of Paragraph 21; or (C) the default is such that any delay in the exercise of a
remedy by Landlord could reasonably be expected to cause irreparable harm to
Landlord. Notwithstanding the foregoing clause (B) above, if the default
consists of the failure to pay any Basic Rent, there shall be a cure period of
three (3) days from the date on which notice is given, but Landlord shall not be
obligated to give notice of, or allow any cure period for, any such default more
than one (1) time within any Lease Year, and if the default consists of the
failure to pay any other Monetary Obligation under clause (i) of Paragraph
22(a), the applicable cure period shall be ten (10) days from the date on which
notice is given. If the default consists of a default under clause (ii) of
Paragraph 22(a), other than the events specified in clauses (B) and (C) of the
first sentence of this Paragraph 22(b), the applicable cure period shall be
thirty(30) days from the date on which notice is given or, if the default
cannot be cured within such thirty (30) day period and delay in the exercise of
a remedy would not (in Landlord's reasonable judgment) cause any material
adverse harm to Landlord or any of the Leased Premises, the cure period shall be
extended for the period required to cure the default (but such cure period,
including any extension, shall not in the aggregate exceed ninety (90) days
except in the case of any on-going remediation or monitoring of an Environmental
Violation which is being cured in compliance with Paragraph 10, in which case
the applicable cure period shall be extended to the extent such extension is
permitted by Lender), provided that Tenant shall commence to cure the default
within the said thirty (30) day period and shall actively, diligently and in
good faith proceed with and continue the curing of the default until it shall be
fully cured. If the default consists of a default under clause (xiii) of
Paragraph 22(a), the applicable cure period shall be ten(10) days from the date
notice is given. Notwithstanding anything to the contrary herein, to the extent
the Tenant has timely deposited funds sufficient to pay Basic Rent then due
hereunder into a lockbox established for the benefit of Landlord and/or Lender,
the failure or delay of the transfer of such funds to Landlord shall not entitle
Landlord to declare a default hereunder. If the default consists of a default
under clause (xiii) of Paragraph 22(a), the applicable cure period shall be ten
(10) days from the date notice is given. If the default consists of a default
under clause (xv) of Paragraph 22(a), the applicable cure period shall be three
(3) days from the date notice is given, provided, however, that with respect to
a default under the Management Agreement where the underlying facts and/or
circumstances giving rise to the default under the Management Agreement also
gives rise to another default under Paragraph 22(a) of this Lease, the cure
period shall be the greater of (x) three(3) days from the date notice is given,
or (y) the cure period

                                       42



otherwise given under this Paragraph 22 with respect to such underlying facts
and/or circumstances. If the default consists of a default under clause (xvi) of
Paragraph 22(a), the applicable cure period shall be three(3) days after the
date on which any applicable notice an cure period has expired under the terms
of the UHS Lease for any monetary default and ten(10) days after the date on
which any applicable notice an cure period has expired under the terms of the
UHS Lease for any non-monetary default, provided that if such non-monetary
default cannot be cured within such ten(10) day period and delay in the
exercise of a remedy would not (in Landlord's reasonable judgment) cause any
material adverse harm to Landlord or any of the Leased Premises, the cure period
shall be extended for the period required to cure the default (but such cure
period, including any extension, shall not in the aggregate exceed ninety(90)
days except in the case of any on-going remediation or monitoring of an
Environmental Violation which is being cured in compliance with Paragraph 10, in
which case the applicable cure period shall be extended to the extent such
extension is permitted by Lender), provided that Tenant shall commence to cure
the default within the said ten(10) day period and shall actively, diligently
and in good faith proceed with and continue the curing of the default until it
shall be fully cured.

      23.   Remedies and Damages Upon Default.

            (a) If an Event of Default shall have occurred and is continuing,
Landlord shall have the right, at its sole option, then or at any time
thereafter, to exercise its remedies and to collect damages from Tenant in
accordance with this Paragraph 23, subject in all events to applicable Law,
without demand upon or notice to Tenant except as otherwise provided in
Paragraph 22(b), this Paragraph 23 and except as required by applicable Law.

                  (i) Landlord may give Tenant notice of Landlord's intention to
terminate this Lease on a date specified in such notice. Upon such date, this
Lease, the estate hereby granted and all rights of Tenant hereunder shall expire
and terminate. Upon such termination, Tenant shall immediately surrender and
deliver possession of the Leased Premises to Landlord in accordance with
Paragraph 26. If Tenant does not so surrender and deliver possession of all of
the Leased Premises, Landlord may re-enter and repossess any of the Leased
Premises not surrendered, with legal process, by peaceably entering any of the
Leased Premises and changing locks or by summary proceedings, ejectment or any
other lawful means or procedure. Upon or at any time after taking possession of
any of the Leased Premises, Landlord may, by legal process, remove any Persons
or property therefrom. Landlord shall be under no liability for or by reason of
any such entry, repossession or removal. Notwithstanding such entry or
repossession, Landlord may collect the damages set forth in Paragraph 23(b)(i)
or 23(b)(ii).

                  (ii) After repossession of any of the Leased Premises pursuant
to clause (i) above, Landlord shall have the right to relet any of the Leased
Premises to such tenant or tenants, for such term or terms, for such rent, on
such conditions and for such uses as Landlord in its sole discretion may
determine, and collect and receive any rents payable by reason of such
reletting. Landlord may make such Alterations in connection with such reletting
as it may deem advisable in its sole discretion. Notwithstanding any such
reletting, Landlord may collect the damages set forth in Paragraph 23(b)(ii).

                  (iii) Intentionally omitted.

                                       43



                  (iv) Landlord may declare by notice to Tenant the entire Basic
Rent (in the amount of Basic Rent then in effect) for the remainder of the then
current Term to be immediately due and payable. Tenant shall immediately pay to
Landlord all such Basic Rent discounted to its Present Value, all accrued Rent
then due and unpaid, all other Monetary Obligations which are then due and
unpaid and all Monetary Obligations which arise or become due by reason of such
Event of Default (including any Costs of Landlord). Upon receipt by Landlord of
all such accelerated Basic Rent and Monetary Obligations, this Lease shall
remain in full force and effect and Tenant shall have the right to possession of
the Leased Premises from the date of such receipt by Landlord to the end of the
Term, and subject to all the provisions of this Lease, including the obligation
to pay all increases in Basic Rent and all Monetary Obligations that
subsequently become due, except that (A) no Basic Rent which has been prepaid
hereunder shall be due thereafter during the said Term, (B) Tenant shall have no
option to extend or renew the Term and (C) Tenant shall have no further rights
under Paragraph 34.

            (b) The following constitute damages to which Landlord shall be
entitled if Landlord exercises its remedies under Paragraph 23(a)(i) or
23(a)(ii):

                  (i) If Landlord exercises its remedy under Paragraph 23(a)(i)
but not its remedy under Paragraph 23(a)(ii) (or attempts to exercise such
remedy and is unsuccessful in reletting the Leased Premises) then, upon written
demand from Landlord, Tenant shall pay to Landlord, as liquidated and agreed
final damages for Tenant's default and in lieu of all current damages beyond the
date of such demand (it being agreed that it would be impracticable or extremely
difficult to fix the actual damages), an amount equal to the Present Value of
the excess, if any, of (A) all Basic Rent from the date of such demand to the
date on which the Term is scheduled to expire hereunder in the absence of any
earlier termination, reentry or repossession over (B) the then fair market
rental value of the Leased Premises for the same period. Tenant shall also pay
to Landlord all of Landlord's Costs in connection with the repossession of the
Leased Premises and any attempted reletting thereof, including all brokerage
commissions, legal expenses, reasonable attorneys' fees, employees' expenses,
costs of Alterations and expenses and preparation for reletting.

                  (ii) If Landlord exercises its remedy under Paragraph 23(a)(i)
or its remedies under Paragraph 23(a)(i) and 23(a)(ii), then Tenant shall, until
the end of what would have been the Term in the absence of the termination of
the Lease, and whether or not any of the Leased Premises shall have been relet,
be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed
current damages all Monetary Obligations which would be payable under this Lease
by Tenant in the absence of such termination less the net proceeds, if any, of
any reletting pursuant to Paragraph 23(a)(ii), after deducting from such
proceeds all of Landlord's Costs (including the items listed in the last
sentence of Paragraph 23(b)(i) hereof) incurred in connection with such
repossessing and reletting; provided, that if Landlord has not relet the Leased
Premises, such Costs of Landlord shall be considered to be Monetary Obligations
payable by Tenant. Tenant shall be and remain liable for all sums aforesaid, and
Landlord may recover such damages from Tenant and institute and maintain
successive actions or legal proceedings against Tenant for the recovery of such
damages. Nothing herein contained shall be deemed to require Landlord to wait to
begin such action or other legal proceedings until the date when the Term would
have expired by its own terms had there been no such Event of Default.

                                       44



            (c) Notwithstanding anything to the contrary herein contained, in
lieu of or in addition to any of the foregoing remedies and damages, Landlord
may exercise any remedies and collect any damages available to it at law or in
equity. If Landlord is unable to obtain full satisfaction pursuant to the
exercise of any remedy, it may pursue any other remedy which it has hereunder or
at law or in equity.

            (d) Landlord shall not be required to mitigate any of its damages
hereunder unless required to by applicable Law. If any Law shall validly limit
the amount of any damages provided for herein to an amount which is less than
the amount agreed to herein, Landlord shall be entitled to the maximum amount
available under such Law.

            (e) No termination of this Lease, repossession or reletting of any
of the Leased Premises, exercise of any remedy or collection of any damages
pursuant to this Paragraph 23 shall relieve Tenant of any Surviving Obligations.

            (f) WITH RESPECT TO ANY REMEDY OR PROCEEDING OF LANDLORD OR TENANT
HEREUNDER, TENANT AND LANDLORD HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY,
PROVIDED, HOWEVER, THAT NEITHER LANDLORD NOR TENANT WAIVES ITS RIGHT TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY
EITHER TENANT OR LANDLORD AGAINST THE OTHER IN ANY ACTION FOR PERSONAL INJURY OR
PROPERTY DAMAGE.

            (g) Upon the occurrence of any Event of Default, Landlord shall have
the right (but no obligation) to perform any act required of Tenant hereunder
and, if performance of such act requires that Landlord enter the Leased
Premises, Landlord may enter the Leased Premises for such purpose

            (h) No failure of Landlord (i) to insist at any time upon the strict
performance of any provision of this Lease or (ii) to exercise any option,
right, power or remedy contained in this Lease shall be construed as a waiver,
modification or relinquishment thereof. A receipt by Landlord of any sum in
satisfaction of any Monetary Obligation with knowledge of the breach of any
provision hereof shall not be deemed a waiver of such breach, and no waiver by
Landlord of any provision hereof shall be deemed to have been made unless
expressed in a writing signed by Landlord.

            (i) Tenant hereby waives and surrenders, for itself and all those
claiming under it, including creditors of all kinds, (i) any right and privilege
which it or any of them may have under any present or future Law to redeem any
of the Leased Premises or to have a continuance of this Lease after termination
of this Lease or of Tenant's right of occupancy or possession pursuant to any
court order or any provision hereof, and (ii) the benefits of any present or
future Law which exempts property from liability for debt or for distress for
rent.

            (j) Except as otherwise provided herein, all remedies are cumulative
and concurrent and no remedy is exclusive of any other remedy. Each remedy may
be exercised at any time an Event of Default has occurred and is continuing and
may be exercised from time to time. No remedy shall be exhausted by any exercise
thereof.

                                       45



      24.   Notices. All notices, demands, requests, consents, approvals,
offers, statements and other instruments or communications required or permitted
to be given pursuant to the provisions of this Lease shall be in writing and
shall be deemed to have been given and received for all purposes when delivered
in person or by Federal Express or other reliable 24-hour delivery service or
five(5) business days after being deposited in the United States mail, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party at its address stated on page one of this Lease or
when delivery is refused. Any Automatic Renewal Notice given by Landlord
pursuant to Paragraph 5 hereof shall be delivered in person or by registered or
certified mail. Notices sent to Landlord shall be to the attention of Director,
Asset Management, and notices sent to Tenant shall be to the attention of
Finance Director. A copy of any notice given by Tenant to Landlord shall be
addressed to the attention of Director, Asset Management and shall
simultaneously be given by Tenant to Reed Smith LLP, One Liberty Place,
Philadelphia, PA 19103, Attention: Chairman, Real Estate Department and, for so
long as the Initial Loan is outstanding, to Bank of America, N.A., Capital
Markets Servicing Group, 555 South Flower Street, 6th Floor, CA9-706-06-42, Los
Angeles, CA 90071, Attention: Servicing Manager with a copy to Thacher Proffitt
& Wood LLP, Two World Financial Center, New York, NY 10281, Attention David S.
Hall, Esq. and a copy of any notice given by Landlord to Tenant shall
simultaneously be given by Landlord to Torys LLP, 237 Park Avenue, New York, NY
10017, Attention: Gary Litke, Esq., with a courtesy copy to Manager at c/o U-
Haul International, Inc., 2727 North Central Avenue, Phoenix, AZ 85004,
Attention: President and Assistant General Counsel, provided, however, the
failure of Landlord to give Manager a copy of any notice given by Landlord to
Tenant shall not in any manner impair the effectiveness of any notice given to
Tenant. For the purposes of this Paragraph, any party referenced herein
(including Initial Lender or any subsequent Lender) may substitute another
address stated above (or substituted by a previous notice), including
substituting Initial Lender for the then current Lender, for its address by
giving fifteen(15) days' notice of the new address to the other party, in the
manner provided above.

      25.   Estoppel Certificate. At any time upon not less than ten(10)
days'prior written request by either Landlord or Tenant (the "Requesting Party")
to the other party (the "Responding Party"), the Responding Party shall deliver
to the Requesting Party a statement in writing, executed by an authorized
officer of the Responding Party, certifying (a) that, except as otherwise
specified, this Lease is unmodified and in full force and effect, (b) the dates
to which Basic Rent, Additional Rent and all other Monetary Obligations have
been paid, (c) that, to the knowledge of the signer of such certificate and
except as otherwise specified, no default by either Landlord or Tenant exists
hereunder, (d) such other matters as the Requesting Party may reasonably
request, and (e) if Tenant is the Responding Party that, except as otherwise
specified, there are no proceedings pending or, to the knowledge of the signer,
threatened, against Tenant before or by a court or administrative agency which,
if adversely decided, would materially and adversely affect the financial
condition and operations of Tenant. Any such statements by the Responding Party
may be relied upon by the Requesting Party, any Person whom the Requesting Party
notifies the Responding Party in its request for the Certificate is an intended
recipient or beneficiary of the Certificate, any Lender or their assignees and
by any prospective purchaser or mortgagee of any of the Leased Premises. Any
certificate required under this Paragraph 25 and delivered by Tenant shall state
that, the individual signing the same, has sufficient familiarity with the facts
contained therein and is duly authorized to execute and deliver same.

                                       46



      26.   Surrender. Upon the expiration or earlier termination of this Lease,
Tenant shall peaceably leave and surrender the Leased Premises or Affected
Premises, if applicable, to Landlord in the same condition in which the Leased
Premises or Affected Premises, if applicable, was at the commencement of this
Lease, except as repaired, rebuilt, restored, altered, replaced or added to as
permitted or required by any provision of this Lease, and except for ordinary
wear and tear. Upon such surrender, Tenant shall (a) remove from the Leased
Premises or Affected Premises, if applicable, all property which is owned by
Tenant or third parties other than Landlord and Alterations required to be
removed pursuant to Paragraph 13 hereof and (b) repair any damage caused by such
removal. Property not so removed shall become the property of Landlord, and
Landlord may thereafter cause such property to be removed from the Leased
Premises or Affected Premises, if applicable. The cost of removing and disposing
of such property and repairing any damage to any of the Leased Premises or
Affected Premises, if applicable, caused by such removal shall be paid by Tenant
to Landlord upon demand. Landlord shall not in any manner or to any extent be
obligated to reimburse Tenant for any such property which becomes the property
of Landlord pursuant to this Paragraph 26.

      27.   No Merger of Title. There shall be no merger of the leasehold estate
created by this Lease with the fee estate in any of the Leased Premises by
reason of the fact that the same Person may acquire or hold or own, directly or
indirectly, (a) the leasehold estate created hereby or any part thereof or
interest therein and (b) the fee estate in any of the Leased Premises or any
part thereof or interest therein, unless and until all Persons having any
interest in the interests described in (a) and (b) above which are sought to be
merged shall join in a written instrument effecting such merger and shall duly
record the same.

      28.   Books and Records.

            (a) Tenant shall keep adequate records and books of account with
respect to the finances and business of Tenant generally and with respect to the
Leased Premises, in accordance with generally accepted accounting principles
("GAAP") consistently applied, and shall permit Landlord and Lender by their
respective agents, accountants and attorneys, upon reasonable prior notice to
Tenant, and subject to the provisions of Paragraph 4(b), to visit the Leased
Premises and inspect same and to examine (and make copies of) the records and
books of account of Tenant at Tenant's primary place of business first set forth
herein and to discuss the finances and business with the officers of Tenant, at
such reasonable times as may be requested by Landlord. Upon the request of
Lender or Landlord (either telephonically or in writing), Tenant shall provide
the requesting party with copies of any information to which such party would be
entitled in the course of a personal visit. Without limiting the foregoing and
in addition thereto, Tenant agrees that, in the event that Landlord, its parent,
or any of its Affiliates, are required, in order to comply with the terms of any
applicable Law, including complying with Landlord's (or its parent company's)
filing requirements under the Securities Act of 1934 or other similar Laws, to
obtain audited financial statements on a per Related Premises basis, Tenant
shall cooperate and cause the Manager to cooperate with any such audit
(including on-site); provided, that any such audit shall be made at Landlord's
sole cost and expense.

            (b) Tenant shall deliver or cause to be delivered to Landlord and to
Lender within one hundred twenty(120) days of the close of each fiscal year,
annual audited

                                       47



financial statements of Tenant and the Leased Premises prepared by either Sarvas
King & Coleman P.C. or such other nationally recognized independent certified
public accountants selected by Tenant. Tenant shall also furnish to Landlord
within seventy-five(75) days after the end of each of the three remaining
quarters unaudited financial statements and all other quarterly reports of
Tenant and the Leased Premises (including vacancy rate data or data from which
vacancy rates can be readily calculated), certified by Tenant's chief financial
officer, and all filings, if any, of Form 10-K, Form 10-Q and other required
filings with the Securities and Exchange Commission pursuant to the provisions
of the Securities Exchange Act of 1934, as amended, or any other Law. All
financial statements of Tenant shall be prepared in accordance with GAAP. In
addition to the foregoing, Tenant shall deliver to Landlord and Lender such
monthly and/or quarterly reports and unaudited financial statements with respect
to Tenant and the Leased Premises as shall be required by the Initial Lender
pursuant to the Initial Loan Agreement (and as shall be reasonably required by
any subsequent Lender). Notwithstanding the foregoing, Landlord acknowledges
that, with respect to the annual audited financial statements required
hereunder, the Tenant first named herein shall provide consolidated audited
financial statements of Guarantor (including Tenant), which annual consolidated
audited financials of Guarantor shall in all other respects comply with the
terms of this Paragraph 28(b).

      29.   Determination of Value.

            (a) Whenever a determination of Fair Market Value is required
pursuant to any provision of this Lease, such Fair Market Value shall be
determined in accordance with the following procedure:

                  (i) Landlord and Tenant shall endeavor to agree upon such Fair
Market Value within thirty(30) days after the date (the "Applicable Initial
Date") on which (A) Tenant provides Landlord with notice of its intention to
terminate this Lease and purchase the Affected Premises pursuant to Paragraph
18, (B) Landlord provides Tenant with notice of its intention to redetermine
Fair Market Value pursuant to Paragraph 20(c), (C) Landlord provides Tenant with
notice of Landlord's intention to require Tenant to make an offer to purchase
the Leased Premises pursuant to Paragraph 23(a)(iii) or (D) Landlord receives an
Option Exercise Notice. Upon reaching such agreement, the parties shall execute
an agreement setting forth the amount of such Fair Market Value. Each and every
Fair Market Value determination hereunder shall, unless otherwise expressly
agreed to in writing by the parties at the time in question, be a Fair Market
Value determination of the entire Related Premises or Leased Premises, as
applicable, including the Corresponding UHS Premises.

                  (ii) If the parties shall not have signed such agreement
within thirty(30) days after the Applicable Initial Date, Tenant shall within
fifty(50) days after the Applicable Initial Date select an appraiser and notify
Landlord in writing of the name, address and qualifications of such appraiser.
Within twenty(20) days following Landlord's receipt of Tenant's notice of the
appraiser selected by Tenant, Landlord shall select an appraiser and notify
Tenant of the name, address and qualifications of such appraiser. Such two
appraisers shall endeavor to agree upon Fair Market Value based on a written
appraisal made by each of them as of the Relevant Date (and given to Landlord by
Tenant). If such two appraisers shall agree upon a Fair Market Value, the amount
of such Fair Market Value as so agreed shall be binding and conclusive upon
Landlord and Tenant.

                                       48



                  (iii) If such two appraisers shall be unable to agree upon a
Fair Market Value within twenty(20) days after the selection of an appraiser by
Landlord, then such appraisers shall advise Landlord and Tenant of their
respective determination of Fair Market Value and shall select a third appraiser
to make the determination of Fair Market Value. The selection of the third
appraiser shall be binding and conclusive upon Landlord and Tenant.

                  (iv) If such two appraisers shall be unable to agree upon the
designation of a third appraiser within ten(10) days after the expiration of
the twenty(20) day period referred to in clause (iii) above, or if such third
appraiser does not make a determination of Fair Market Value within twenty(20)
days after his selection, then such third appraiser or a substituted third
appraiser, as applicable, shall, at the request of either party hereto (with
respect to the other party), be appointed by the President or Chairman of the
American Arbitration Association in New York, New York. The determination of
Fair Market Value made by the third appraiser appointed pursuant hereto shall be
made within twenty(20) days after such appointment.

                  (v) If a third appraiser is selected, Fair Market Value shall
be the average of the determination of Fair Market Value made by the third
appraiser and the determination of Fair Market Value made by the appraiser
(selected pursuant to Paragraph 29(a)(ii) hereof) whose determination of Fair
Market Value is nearest to that of the third appraiser. Such average shall be
binding and conclusive upon Landlord and Tenant.

                  (vi) All appraisers selected or appointed pursuant to this
Paragraph 29(a) shall (A) be independent qualified MAI appraisers (B) have no
right, power or authority to alter or modify the provisions of this Lease, (C)
utilize the definition of Fair Market Value hereinabove set forth above, and (D)
be registered in the State where the applicable Related Premises is located if
such State provides for or requires such registration.

                  (vii) The Cost of the procedure described in this Paragraph
29(a) above shall be borne as follows: Tenant shall pay the cost of the
appraiser selected by Tenant and Landlord shall pay the Cost of the appraiser
selected by Landlord and all other Costs, including the Cost of the third
appraiser, shall be split equally between Landlord and Tenant.

            (b) If, by virtue of any delay, Fair Market Value is not determined
by the expiration or termination of the then current Term, then the date on
which the Term would otherwise expire or terminate shall be extended with
respect to the Leased Premises or the Affected Premises, as applicable, to the
date specified for termination in the particular provision of this Lease
pursuant to which the determination of Fair Market Value is being made.

            (c) In determining Fair Market Value as defined in clause (b) of the
definition of Fair Market Value, the appraisers shall add (a) the present value
of the Rent for the remaining Term, assuming the Term has been extended for all
extension periods provided herein (with assumed increases in the CPI to be
determined by the appraisers) using a discount rate (which may be determined by
an investment banker retained by each appraiser) based on the creditworthiness
of Tenant and (b) the present value of the Leased Premises or applicable Related
Premises as of the end of such Term (having assumed the Term has been extended
for all extension periods provided herein). The appraisers shall further assume
that no default then

                                       49



exists under the Lease, and that Tenant has complied (and will comply) with all
provisions of the Lease. Further, in determining the Fair Market Value of any
Related Premises that is subject to an Expansion Credit, the appraisers shall
determine the Fair Market Value of such Related Premises both taking into
account the Expansion and as if such Expansion did not exist, and shall present
both determinations for such Related Premises to Landlord and Tenant.

      30.   Non-Recourse as to Landlord. Anything contained herein to the
contrary notwithstanding, any claim based on or in respect of any liability of
Landlord under this Lease shall be limited to (to the extent permitted by
applicable law) actual damages and shall be enforced only against the Leased
Premises and the Landlord's interest therein (including the proceeds thereof)
and not against any other assets, properties or funds of (a) Landlord, (b) any
director, member, officer, general partner, limited partner, employee or agent
of Landlord, or any general partner of Landlord, any of its general partners or
shareholders (or any legal representative, heir, estate, successor or assign of
any thereof), (c) any predecessor or successor partnership or corporation (or
other entity) of Landlord, or any of its general partners, either directly or
through Landlord or its general partners or any predecessor or successor
partnership or corporation or their shareholders, officers, directors, employees
or agents (or other entity), or (d) any other Person (including Carey Property
Advisors, Carey Fiduciary Advisors, Inc., W. P. Carey & Co., LLC, Carey
Management LLC, and any Person affiliated with any of the foregoing, or any
director, officer, employee or agent of any thereof).

      31.   Financing.

            (a) Tenant agrees to pay, upon demand, all reasonable costs and
expenses incurred by Landlord in connection with the purchase, leasing and
initial financing of the Leased Premises including, without limitation, the cost
of appraisals, property condition reports, environmental reports, title
insurance premiums and charges (including endorsements), zoning reports, UCC
searches, surveys, transfer taxes and recording fees, and legal fees and
expenses of Landlord's and Lender's counsel. Tenant shall not be responsible for
payment of any costs or expenses incurred by Landlord in connection with any
refinancing of the Leased Premises following the Initial Loan.

            (b) Tenant agrees to pay, within ten(10) business days of written
demand thereof, any cost, charge or expense (other than the principal of the
Note and interest thereon at the contract rate of interest specified therein)
imposed upon Landlord by Lender pursuant to Loan Documents which are caused by a
default by Tenant hereunder and which are not otherwise reimbursed by Tenant to
Landlord pursuant to any other provision of this Lease.

            (c) If Landlord desires to obtain or refinance any Loan, Tenant
shall negotiate in good faith with Landlord concerning any request made by any
Lender or proposed Lender for changes or modifications in this Lease. In
particular, Tenant shall agree, upon request of Landlord, to supply any such
Lender with such notices and information as Tenant is required to give to
Landlord hereunder and to consent to such financing if such consent is requested
by such Lender. Tenant shall execute any such changes or modification to this
Lease and all other documents that such Lender reasonably requires in connection
with such financing, including any subordination, non-disturbance and attornment
agreement, so long as the same do not increase any Monetary Obligations, or
materially adversely affect any other right, benefit or

                                       50



privilege of Tenant under this Lease or materially increase Tenant's other
obligations under this Lease. Such subordination, nondisturbance and attornment
agreement may require Tenant to confirm that (i) Lender and its assigns will not
be liable for any misrepresentation, act or omission of Landlord and (ii) Lender
and its assigns will not be subject to any counterclaim, demand or offsets which
Tenant may have against Landlord, provided that neither of the confirmations in
the preceding clauses (i) or (ii) shall limit any claim or demand for which
Landlord is otherwise liable. In addition, Landlord agrees that, if Landlord
obtains a Loan (the "New Loan") that replaces the Initial Loan prior to the
tenth(10th) anniversary of the Commencement Date, then, until the tenth(10th)
anniversary of the Commencement Date (A) Landlord shall not require Tenant to
pay Escrow Charges that are in excess of the Escrow Charges required by the
Initial Lender to the extent that such increase was required by a new Lender in
exchange for Landlord obtaining a reduction in interest rate under such New
Loan, (B) Tenant shall not be required to pay any portion of a Prepayment
Premium that is in excess of the Prepayment Premium that would have otherwise
have been payable under the Initial Loan if such increased Prepayment Premium
was required by a new Lender in exchange for Landlord obtaining a reduction in
interest rate under such New Loan, and (C) Landlord shall not require Tenant to
pay Escrow Charges to such new Lender that are not customary in the market-place
at the time the New Loan is obtained.

      32.   Subordination, Non-Disturbance and Attornment.

            (a) This Lease and Tenant's interest hereunder shall be subordinate
to any Mortgage or other security instrument hereafter placed upon the Leased
Premises by Landlord, and to any and all advances made or to be made thereunder,
to the interest thereon, and all renewals, replacements and extensions thereof,
provided that any such Mortgage or other security instrument (or a separate
instrument in recordable form duly executed by the holder of any such Mortgage
or other security instrument and delivered to Tenant) shall provide for the
recognition of this Lease and all Tenant's rights hereunder.

            (b) Landlord agrees that, upon the request of any Person that shall
be providing senior secured financing to Tenant, or a purchase money equipment
financier or equipment lessor of Tenant, Landlord shall negotiate in good faith
for the purpose of executing and delivering a commercially reasonable waiver of
Landlord's statutory lien rights, if any, and a consent and agreement with
respect to the respective rights of Landlord and such Person regarding the
security interests in, and the timing and removal of, any inventory, equipment
or other collateral in which such Person has a secured interest (the
"Collateral"), in form and substance reasonably acceptable to Landlord and such
Person, so long as such waiver and agreement (i) provides for the
indemnification of Landlord against any claims by Tenant or any Person claiming
through Tenant, and against any physical damage caused to the any Related
Premises, in connection with the removal of any of the Collateral by such
Person, (ii) expressly excludes any claim by such Person to any right, title or
interest in or to any of the Equipment as defined in this Lease, (iii) provides
for a reasonable, but limited, time frame for the removal of such Collateral by
such Person after the expiration of which same shall be deemed abandoned, and
(iv) provides for the per diem payment of Basic Rent due hereunder by such
Person for each day after the fifth(5th) business day following the date of the
expiration or termination of this Lease that Landlord permits such Person's
Collateral to remain in any Related Premises.

                                       51



      33.   Tax Treatment; Reporting. Landlord and Tenant each acknowledge that
it is the intent of each party to treat this transaction as a true lease for
state law purposes and, accordingly, each party shall report this transaction as
a Lease for Federal income tax purposes. For federal income tax purposes each
shall report this Lease as a true lease with Landlord as the owner of the Leased
Premises and Equipment and Tenant as the lessee of such Leased Premises and
Equipment including without limitation: (i) treating Landlord as the owner of
the property eligible to claim depreciation deductions under Section 167 or 168
of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased
Premises and Equipment, (ii) Tenant reporting its Rent payments as rent expense
under Section 162 of the Code, and (iii) Landlord reporting the Rent payments as
rental income. For the avoidance of doubt, nothing in this Lease shall be deemed
to constitute a guaranty, warranty or representation by either Landlord or
Tenant as to the actual treatment of this transaction for state law purposes and
for federal law purposes.

      34.   Option to Purchase.

            (a) In consideration of the mutual covenants herein contained and
for Ten ($10) Dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord does hereby give and
grant to Tenant the option for Tenant to purchase the Leased Premises together
with the "Leased Premises" as that term is defined in the UHS Lease (but subject
to the UHS Lease, if same is still in effect), directly or through a designee,
(i) for a purchase price (the "Purchase Price") equal to the Option Exercise
Price and (ii) within ninety(90) days before the tenth(10th) anniversary of the
Commencement Date and within sixty(60) days before or after the twentieth(20th)
anniversary of the Commencement Date on a date which is mutually agreeable to
Landlord and Tenant (the "Option Purchase Date"), but in any event not sooner
than thirty(30) days after the Fair Market Value Date; provided that, the
parties agree to cooperate with each other so that the Option Purchase Date
occurs at a time when no Prepayment Premium is payable under a Loan; provided
further that, Tenant agrees that if the Option Purchase Date occurs after the
scheduled expiration of the initial Term, then the initial Term shall
automatically be extended until the date of the actual closing of the purchase
contemplated herein. If Tenant intends to exercise such option, Tenant shall
give written notice (the "Option Exercise Notice") to Landlord to such effect
not later than twelve(12) months prior to the tenth(10th) or twentieth(20th)
anniversaries of the Commencement Date, as applicable. Promptly upon receipt of
such notice by Landlord, the parties shall commence to determine Fair Market
Value. No Option Exercise Notice given hereunder by Tenant shall be valid or of
any force or effect unless same shall clearly and unambiguously exercise
Tenant's option with respect to the purchase of the entire Leased Premises
demised hereunder and under the UHS Lease as a single, concurrent transaction
and, for purposes of this Paragraph 34 only, any reference herein to the "Leased
Premises" shall collectively mean (A) the Leased Premises as defined herein and
demised hereunder and (B) the "Leased Premises" as defined in the UHS Lease and
demised thereunder, it being intended that the term Leased Premises shall
include all of Landlord's right, title and interest in each property identified
on Exhibit "A-2" hereof, and any reference herein to the "Purchase Price" shall
mean the aggregate purchase price hereunder and under the UHS Lease,
collectively.

            (b) If Tenant shall exercise the foregoing option to purchase the
Leased Premises, on the later to occur of (i) the Option Purchase Date or (ii)
the date when Tenant has paid the Option Exercise Price and has satisfied all
other Monetary Obligations,

                                       52



Landlord shall convey the Leased Premises to Tenant in accordance with Paragraph
20 hereof; provided, that if an Event of Default has occurred and is continuing
on the Option Purchase Date (excluding amounts owed to Landlord that will be
paid at closing), Landlord, at its sole option, may terminate Tenant's option to
purchase hereunder. IF THIS LEASE SHALL TERMINATE FOR ANY REASON PRIOR TO THE
DATE ORIGINALLY FIXED HEREIN FOR THE EXPIRATION OF THE TERM, OR IF TENANT SHALL
FAIL TO GIVE THE AFORESAID NOTICE OF INTENTION TO PURCHASE, TIME BEING OF THE
ESSENCE, THE OPTION PROVIDED IN THIS PARAGRAPH 34 AND ANY EXERCISE THEREOF BY
TENANT SHALL CEASE AND TERMINATE AND SHALL BE NULL AND VOID. IN SUCH EVENT
TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL
REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS OPTION.

            (c) If Tenant has timely delivered to Landlord the Option Exercise
Notice pursuant to Paragraph 34(a) with respect to Tenant's the option to
purchase the Leased Premises on or about the twentieth(20th) anniversary of the
Commencement Date only, then so long as no Event of Default has occurred and is
then continuing, Tenant shall have the right to rescind such Option Exercise
Notice only by Tenant delivering to Landlord written notice expressly setting
forth Tenant's election to rescind the Option Exercise Notice, which notice must
be given not later than the date that is six(6) months prior to the scheduled
expiration date of the initial Term and which notice shall not be effective
unless such notice contains Tenant's irrevocable agreement to renew the Term of
this Lease for the first ten(10) year Renewal Term. In the event Tenant timely
rescinds the Option Exercise Notice, the Term of the Lease shall be extended for
the first Renewal Term pursuant to Paragraph 5(b). Time shall be of the essence
with respect to all time periods set forth in this Paragraph 34, including, but
not limited to the time period for the delivery of the rescission notice
pursuant to this Paragraph 34(c).

      35.   Security Deposit.

            (a) Concurrently with the execution of this Lease, Tenant shall
deliver to Landlord a security deposit in the amount of Two Million One Hundred
Fifty Thousand and xx/100 ($2,150,000.00) Dollars (the "Security Deposit"). The
Security Deposit shall be in the form of either cash (a "Cash Security Deposit")
or an irrevocable letter of credit (the "Letter of Credit") and issued by a bank
(or bank subsidiary or other financial institution issuing the Letter of Credit)
reasonably acceptable to Landlord and having a long-term unsecured debt rating
of not less than "AA" from Standard & Poor's Corporation and otherwise in form
and substance satisfactory to Landlord. The Security Deposit shall remain in
full force and effect during the Term as security for the payment by Tenant of
the Rent and all other charges or payments to be paid hereunder and the
performance of the covenants and obligations contained herein, and if the
Security Deposit is in the form of a Letter of Credit, same shall be renewed at
least thirty(30) days prior to any expiration thereof (and may be in the form
of a one year automatically renewable or "evergreen" letter of credit). If
Tenant fails to timely renew any Letter of Credit, time being of the essence,
Landlord shall have the right at any time after the thirtieth(30th) day before
such expiration date to draw on such Letter of Credit and to deposit the
proceeds of such Letter of Credit as a cash security deposit in any account for
the benefit of Landlord or to declare an Event of Default. The Cash Security
Deposit shall not be commingled with other funds of Landlord and shall be
deposited in an interest bearing account in a bank selected by Landlord.

                                       53



Provided that an Event of Default has not occurred and is not then continuing,
any interest earned on such Cash Security Deposit shall be paid to Tenant
annually, less any administrative fee that Landlord is required to pay in
connection with the maintenance or servicing of such account, which annual
administrative fee shall not exceed one(1%) percent of the amount of such Cash
Security Deposit. Provided that no Event of Default has occurred and is then
continuing, Tenant shall have the right at anytime during the Term, upon not
less than thirty(30) days prior written notice to Landlord, to tender a Letter
of Credit to Landlord meeting the requirements of this Paragraph 35 in
substitution of a Cash Security Deposit. Notwithstanding the foregoing
provisions of this Paragraph 35(a), Landlord has agreed that it shall,
concurrently with the execution of this Lease, advance and deposit on behalf of
Tenant the Security Deposit in the amount of $2,150,000.00 which Security
Deposit shall be assigned to and held by Lender in accordance with provisions of
Paragraph 35(d) below. In consideration of such advance by Landlord, Tenant
covenants and agrees that it shall reimburse to Landlord the amount of the
Security Deposit so advanced by Landlord in two installments; the first
installment in the amount of One Million and xx/100 ($1,000,000.00) Dollars
shall be due and payable to Landlord on or before March 31,2005, and the second
installment the amount of One Million One Hundred Fifty Thousand and xx/100
($1,150,000.00) Dollars shall be due and payable to Landlord on or before March
31,2006.

            (b) If at any time an Event of Default shall have occurred and be
continuing, Landlord shall be entitled, at its sole discretion, to draw on any
Letter of Credit or to withdraw the Cash Security Deposit from the
above-described account and to apply the proceeds in payment of (i) any Rent or
other charges for the payment of which Tenant shall be in default, (ii) any
expense incurred by Landlord in curing any default of Tenant, and/or (iii) any
other sums due to Landlord in connection with any default or the curing thereof,
including, without limitation, any damages incurred by Landlord by reason of
such default, including any rights of Landlord under Paragraph 23 or to do any
combination of the foregoing, all in such order or priority as Landlord shall so
determine in its sole discretion and Tenant acknowledges and agrees that such
proceeds shall not constitute assets or funds of Tenant or its estate, or be
deemed to be held in trust for Tenant, but shall be, for all purposes, the
property of Landlord (or Lender, to the extent assigned). Tenant further
acknowledges and agrees that (1) Landlord's application of the proceeds of any
Letter of Credit or Cash Security Deposit towards the payment of Basic Rent,
Additional Rent or the reduction of any damages due Landlord in accordance with
Paragraph 23 of this Lease, constitutes a fair and reasonable use of such
proceeds, and (2) the application of such proceeds by Landlord towards the
payment of Basic Rent, Additional Rent or any other sums due under this Lease
shall not constitute a cure by Tenant of the applicable default provided that an
Event of Default shall not exist if Tenant restores the Security Deposit to its
full amount within ten (10) days and in accordance with the requirements of this
Paragraph 35, so that the required amount of the Security Deposit shall be again
on deposit with Landlord.

            (c) Subject to the provisions of Paragraph 35(b) above, at the
expiration of the Term and so long as no Event of Default then exists, the
Letter of Credit or any remaining Cash Security Deposit, as the case may be,
shall be returned to Tenant.

            (d) Landlord shall have the right to designate Lender or any other
holder of a Mortgage as the beneficiary of any Letter of Credit during the term
of the applicable Loan, and such Lender or other holder of a Mortgage shall have
all of the rights of Landlord

                                       54

under this Paragraph 35. In addition, Landlord shall have the right to deposit
with Lender any Cash Security Deposit during the term of the applicable Loan,
and such Lender or other holder of a Mortgage shall have all of the rights of
Landlord under this Paragraph 35. Tenant covenants and agrees to execute such
agreements, consents and acknowledgments as may be requested by Landlord from
time to time to change the holder of the Security Deposit as hereinabove
provided.

      36. Economic Abandonment.

            (a) In addition to the termination rights set forth in Paragraph 18
and 37, provided that an Event of Default does not then exist, Tenant shall have
the right, at any time except during the REMIC Prohibition Period (as that term
is defined in the Initial Loan Agreement) and except during any period after the
tenth 10th anniversary of the Commencement Date when Landlord is prohibited from
prepaying or defeasing any Mortgage then encumbering the Leased Premises, to
terminate this Lease with respect to any Related Premises (any such Related
Premises, an "Abandonment Premises") that shall have become uneconomic for
Tenant's continued use and occupancy in its business operations. In the event
Tenant elects to exercise such right, Tenant shall give notice (the "Abandonment
Notice") to Landlord (with a copy to Lender) of its intention so to terminate
this Lease as to the Abandonment Premises, no later than six (6) months prior to
the date (the "Abandonment Date") of such intended termination, which notice
shall specify the Abandonment Date and shall contain (i) an irrevocable offer of
Tenant to terminate this Lease as to the Abandonment Premises on the Abandonment
Date for the Abandonment Offer Amount and (ii) a certificate of Tenant (A)
stating that the Abandonment Premises are no longer economic for Tenant's
continued use and occupancy in its business operations, (B) specifying in
reasonable detail the reasons therefor and (C) certifying that Tenant then
intends forever to abandon its operations at the Abandonment Premises, which
certificate shall be conclusively binding upon Landlord and Tenant.
Notwithstanding the foregoing, Tenant acknowledges and agrees that, so long as
the UHS Lease remains in effect, no Abandonment Notice given by Tenant hereunder
shall be valid or of any force or effect, and Tenant shall have no right to so
terminate this Lease with respect to any Related Premises, unless Landlord shall
have concurrently received an "Abandonment Notice" (as such term is defined in
the UHS Lease), from the UHS with respect to the Corresponding UHS Premises
meeting the terms, provisions and requirements of Paragraph 36 of the UHS Lease,
and such notice provides for the simultaneous abandonment of the entire Related
Premises by Tenant and UHS.

            (b) Tenant may exercise its rights under this Paragraph with respect
to one or more Related Premises the allocated Acquisition Cost of which do not,
in the aggregate, represent more than twenty (20%) percent of the total
Acquisition Cost for the entire Leased Premises as set forth on Exhibit "E"
hereto.

            (c) The "Abandonment Offer Amount" as used herein shall mean the sum
of (x) the Acquisition Cost of the Abandonment Premises and (y) the applicable
Prepayment Premium which Landlord will have to pay in prepayment of any Loan
with proceeds of the Abandonment Offer Amount.

            (d) Landlord shall accept or reject such offer by notice to Tenant
given not later than ninety (90) days prior to the Abandonment Date. If Landlord
shall reject such

                                       55


offer, which rejection shall not be valid unless accompanied by the written
consent of Lender thereto, then upon (i) payment of all Rent and any other sums
due and unpaid hereunder as of the Abandonment Date and (ii) compliance by
Tenant with all other obligations and liabilities under this Lease which have
arisen on or prior to the Abandonment Date, this Lease shall terminate as to the
Abandonment Premises on the Abandonment Date and Tenant shall immediately vacate
and have no further right, title or interest in or to any of the Abandonment
Premises. It is acknowledged and agreed by Landlord that any acceptance or
rejection of an Abandonment Offer Amount from Tenant under this Paragraph 36(d)
shall also concurrently contain the same response (i.e. an acceptance or
rejection, as the case my be) of the Abandonment Offer Amount by UHS with
respect to the Corresponding UHS Premises.

            (e) After the Abandonment Date, whether or not Landlord shall have
accepted or rejected Tenant's offer, the terms of this Lease will remain in full
force and effect with respect to the remaining Related Premises except that the
Basic Rent will be that percentage of the then Basic Rent which is allocated to
the remaining Related Premises as set forth on Exhibit "F" attached hereto and
made a part hereof.

            (f) Unless Landlord shall have rejected such offer by the foregoing
notice to Tenant not later than the ninetieth (90th) day prior to the
Abandonment Date, Landlord shall be conclusively presumed to have accepted such
offer. If such offer is accepted by Landlord, Tenant shall pay to Landlord the
Abandonment Offer Amount on the Abandonment Date and, provided an Event of
Default does not then exist hereunder, at the request of Tenant, Landlord shall
convey to Tenant the Abandonment Premises in accordance with the provisions of
Paragraph 20.

      37. Substitution and Exchange of Premises.

            (a) In addition to the termination rights set forth in Paragraph 18
and Paragraph 36 hereof, so long as no Event of Default then exists, Tenant
shall have the right, with respect to not more than any fifteen (15) Related
Premises during the initial Term, and not more than any eight (8) Related
Premises during any Renewal Term that are no longer economic or otherwise
suitable for Tenant's continued use and occupancy in its business operations,
(any such Related Premises, an "Obsolete Premises"), to substitute the Obsolete
Premises for one or more properties the use of which is substantially similar to
the use of the Obsolete Premises and the Fair Market Value of which
(collectively, if more than one property is exchanged for an Obsolete Premises)
is equal to or greater than the Fair Market Value of the Obsolete Premises (the
"Exchange Premises") and lease the Exchange Premises back from Landlord in
exchange for the conveyance to Tenant of such Obsolete Premises and the
termination of the Lease with respect to such Obsolete Premises (the
"Exchange"). In the event that Tenant elects to exercise such right, Tenant
shall deliver to Landlord a certificate of Tenant stating that the Obsolete
Premises are no longer economic or suitable for Tenant's continued use and
occupancy in its business operations, specifying in reasonable detail the
reasons therefore, and further certifying that Tenant intends to abandon its
operations at the Obsolete Premises. Notwithstanding the foregoing, Tenant
acknowledges and agrees that, so long as the UHS Lease remains in effect, Tenant
shall not have the right to Exchange any Obsolete Premises for an Exchange
Premises, unless such proposed Exchange part of a concurrent Exchange and
termination by UHS of the Corresponding Related

                                       56


Premises in accordance with Paragraph 37 of the UHS Lease and the Exchange
Premises has a use which is substantially similar to the use of the Obsolete
Premises.

            (b) Tenant acknowledges and agrees that in addition to the
requirements of Landlord as set forth in this Paragraph 37, Tenant's right to
effect an Exchange is subject to and conditioned upon compliance with all
requirements of any Lender as may be in effect from time to time, and that it
has received and reviewed the Exchange requirements set forth in Section 2.8 of
the Initial Loan Agreement. Subject to the terms of this Paragraph 37 and at no
cost to Landlord, Landlord agrees that it shall reasonably cooperate with Tenant
in connection with an Exchange and shall execute such other documents as may be
required in order to permit Tenant to effectuate an Exchange, including, without
limitation, documents required by Initial Lender pursuant to Section 2.8 of the
Initial Loan Agreement.

            (c) From and after the date of an Exchange (i) the Exchange Premises
(or each Exchange Premises, as applicable) shall be a Related Premises, subject
in all respects to the terms of this Lease, and the Lease shall be amended
accordingly, and (ii) this Lease shall terminate with respect to the Obsolete
Premises, except for Surviving Obligations relative to the Obsolete Premises.

      38. UHS Lease; Automatic Assumption of the UHS Lease. Tenant acknowledges
and agrees that concurrently with the execution and delivery of this Lease by
Landlord and Tenant, Landlord is entering into the UHS Lease with UHS for
premises adjacent to and contiguous with the Leased Premises, and that the
concurrent execution and enforceability of this Lease and the UHS Lease are made
as a material inducement to Landlord to enter into the transaction contemplated
by this Lease, and further that, but for the UHS Lease, Landlord would not
consummate this lease transaction and but for this Lease, Landlord would not
enter into the UHS Lease. Upon the occurrence of an "Event of Default" by UHS
under Paragraph 22(a)(v),(vi), (viii) or (ix) of the UHS Lease (whether or not
any expiration, cancellation or termination of the UHS Lease is subject to
court-ordered stay), or the expiration, cancellation or earlier termination of
the UHS Lease pursuant to its terms for any reason (the occurrence of any of the
foregoing, a "Lease Assumption Event"), the obligations of UHS Tenant under the
UHS Lease from and after the date of the Lease Assumption Event shall be
automatically assumed by Tenant pursuant to the Assignment and Assumption of UHS
Lease Agreement (without regard to any termination or expiration of the term of
the UHS Lease) and Tenant shall continue to lease the Leased Premises demised
under this Lease from Landlord pursuant to the terms of this Lease and shall
lease the "Leased Premises" demised under the UHS Lease from Landlord pursuant
to the terms of the UHS Lease, provided, however, that upon such assumption the
term of the UHS Lease shall be deemed extended so as to automatically become
co-terminus with the Term of this Lease, as same may be (or have been) extended
by any Renewal Terms and Basic Rent under the UHS Lease shall continue to be
subject to increase in the manner set forth in Exhibit "D" of the UHS Lease on
each Basic Rent Adjustment Date under the UHS Lease. Such assumption by Tenant
of the UHS Tenant's obligations under the UHS Lease shall be self-operative and
no additional notice or agreement shall be required for the effectiveness of
such assumption. Notwithstanding Tenant becoming the tenant under both the UHS
Lease and this Lease, there shall be no merger of the leasehold estates created
by this Lease and the UHS Lease and this Lease and the UHS Lease shall continue
as separate and independent leases, subject to the terms and conditions of each.
Nothing contained herein or elsewhere in this Lease or the UHS Lease

                                       57


shall be deemed or construed to require Landlord to return to Tenant, or credit
Tenant hereunder, with any Escrow Payments or Security Deposits paid by UHS and
held, disbursed or utilized by Landlord pursuant to the terms of the UHS Lease.
Notwithstanding the foregoing, however, Tenant and Landlord agree to execute and
deliver such modification or amendment to this Lease and, if Tenant assumes the
UHS Lease pursuant to this Paragraph 38, to the UHS Lease, as Landlord or Tenant
shall request in confirmation of the foregoing.

      39. Local Law Provisions. Landlord and Tenant hereby agree to be bound by
and comply with the terms and conditions set forth in Exhibit "G" attached
hereto and made a part hereof.

      40. Miscellaneous.

            (a) The paragraph headings in this Lease are used only for
convenience in finding the subject matters and are not part of this Lease or to
be used in determining the intent of the parties or otherwise interpreting this
Lease.

            (b) As used in this Lease, the singular shall include the plural and
any gender shall include all genders as the context requires and the following
words and phrases shall have the following meanings: (i) "including" shall mean
"including without limitation"; (ii) "provisions" shall mean "provisions, terms,
agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge,
encumbrance, title retention agreement, pledge, security interest, mortgage
and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty,
agreement, liability, covenant and/or condition"; (v) "any of the Leased
Premises" shall mean "the Leased Premises or any part thereof or interest
therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or
interest therein"; (vii) "any of the Improvements" shall mean "the Improvements
or any part thereof or interest therein"; (viii) "any of the Equipment" shall
mean "the Equipment or any part thereof or interest therein"; and (ix) "any of
the Appurtenances" shall mean "the Appurtenances or any part thereof or interest
therein".

            (c) Any act which Landlord is permitted to perform under this Lease
may be performed at any time and from time to time by Landlord or any person or
entity designated by Landlord. Each appointment of Landlord as attorney-in-fact
for Tenant hereunder is irrevocable and coupled with an interest. Landlord shall
not unreasonably withhold or delay its consent whenever such consent is required
under this Lease, except as otherwise provided herein and except that with
respect to any assignment of this Lease not expressly permitted by the terms of
this Lease, Landlord may withhold its consent for any reason or no reason. In
any instance in which Landlord agrees not to act unreasonably, Tenant hereby
waives any claim for damages against or liability of Landlord which is based
upon a claim that Landlord has unreasonably withheld or unreasonably delayed any
consent or approval requested by Tenant, and Tenant agrees that its sole remedy
shall be an action for declaratory judgment. If with respect to any required
consent or approval Landlord is required by the express provisions of this Lease
not to unreasonably withhold or delay its consent or approval, and if it is
determined in any such proceeding referred to in the preceding sentence that
Landlord acted unreasonably, the requested consent or approval shall be deemed
to have been granted; however, Landlord shall have no liability whatsoever to
Tenant for its refusal or failure to give such consent or approval. Tenant's
sole remedy for Landlord's unreasonably withholding or delaying, consent or
approval

                                       58


shall be as provided in this Paragraph. Time is of the essence with respect to
the performance by Tenant of its obligations under this Lease.

            (d) Landlord shall in no event be construed for any purpose to be a
partner, joint venturer or associate of Tenant or of any subtenant, operator,
concessionaire or licensee of Tenant with respect to any of the Leased Premises
or otherwise in the conduct of their respective businesses.

            (e) This Lease and any documents which may be executed by Tenant on
or about the effective date hereof at Landlord's request constitute the entire
agreement between the parties and supersede all prior understandings and
agreements, whether written or oral, between the parties hereto relating to the
Leased Premises and the transactions provided for herein. Landlord and Tenant
are business entities having substantial experience with the subject matter of
this Lease and have each fully participated in the negotiation and drafting of
this Lease. Accordingly, this Lease shall be construed without regard to the
rule that ambiguities in a document are to be construed against the drafter.

            (f) This Lease may be modified, amended, discharged or waived only
by an agreement in writing signed by the party against whom enforcement of any
such modification, amendment, discharge or waiver is sought.

            (g) The covenants of this Lease shall run with the land and bind
Tenant, its successors and assigns and all present and subsequent encumbrancers
and subtenants of any of the Leased Premises, and shall inure to the benefit of
Landlord, its successors and assigns. If there is more than one Tenant, the
obligations of each shall be joint and several.

            (h) Notwithstanding any provision in this Lease to the contrary, all
Surviving Obligations of Tenant shall survive the expiration or termination of
this Lease with respect to any Related Premises.

            (i) If any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

            (j) All exhibits attached hereto are incorporated herein as if fully
set forth.

            (k) EACH OF LANDLORD AND TENANT HEREBY AGREE THAT THE STATE OF NEW
YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS (INCLUDING, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE) THIS LEASE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED THEREIN AND ALL APPLICABLE LAW OF THE
UNITED STATES OF AMERICA; EXCEPT THAT, AT ALL

                                       59


TIMES, THE PROVISIONS FOR THE CREATION OF THE LEASEHOLD ESTATE, ENFORCEMENT OF
LANDLORD'S RIGHTS AND REMEDIES WITH RESPECT TO RIGHT OF RE-ENTRY AND
REPOSSESSION, SURRENDER, DELIVERY, EJECTMENT, DISPOSSESSION, EVICTION OR OTHER
IN-REM PROCEEDING OR ACTION REGARDING ANY RELATED PREMISES PURSUANT TO PARAGRAPH
23 HEREOF SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE
IN WHICH THE APPLICABLE RELATED PREMISES IS LOCATED, IT BEING UNDERSTOOD THAT,
TO THE FULLEST EXTENT PERMITTED BY LAW OF SUCH STATE, THE LAW OF THE STATE OF
NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF THE LEASE, AND THE
OBLIGATIONS ARISING HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW
OF ANY OTHER JURISDICTION GOVERNS THIS LEASE. ANY LEGAL SUIT, ACTION OR
PROCEEDING AGAINST TENANT ARISING OUT OF OR RELATING TO THIS LEASE MAY BE
INSTITUTED IN ANY FEDERAL OR STATE COURT SITTING IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK, AND TENANT WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN SUCH
COUNTY AND STATE, AND TENANT HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL PREVENT OR PROHIBIT LANDLORD
FROM INSTITUTING ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER PROPER VENUE OR
JURISDICTION IN WHICH TENANT IS LOCATED OR WHERE SERVICE OF PROCESS CAN BE
EFFECTUATED.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                       60


      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed under seal as of the day and year first above written.

ATTEST/WITNESS:                         LANDLORD:

                                        UH STORAGE (DE) LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By: UH Storage GP (DE) QRS 15-50, Inc.,
                                            a Delaware corporation, its general
                                            partner

By:    /s/ David J. Schuller            By:    /s/ Anne R. Coolidge
       ----------------------                  ------------------------
Title:                                  Title: PRESIDENT

By:    /s/ Darren M. Sharlach
       ----------------------
Title: ______________________

ATTEST/WITNESS:                         TENANT:

                                        MERCURY PARTNERS, LP,
                                        a Nevada limited partnership

                                        By: Mercury GP, Inc., a Nevada
                                            corporation, its general partner

By:    /s/ Jennifer M. Settles          By:    /s/ Bruce Brockhagen
       -----------------------                 ------------------------
Title: Agent                            Title: Secretary

By:    Nancy K. Ventre
Title: Agent

                 SIGNATURE PAGE FOR LEASE, MERCURY PARTNERS, LP



STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the 31st day of March, in the year 2004 before me, the undersigned,
personally appeared Anne R. Coolidge personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and she acknowledged to me that she executed the same
in her capacity, and that by her signature on the instrument, the individual or
the person upon behalf of which the individual acted, executed the instrument.

/s/ Idalia M Collado
- ------------------------------

Name of Notary Public:           NANCY K. VENTRE
                             NOTARY PUBLIC - ARIZONA
                    [SEAL]        MARICOPA COUNTY
                             MY COMMISSION EXPIRES
                                  AUGUST 19, 2007

Commission Expires:

STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the___day of March, in the year 2004 before me, the undersigned, personally
appeared Gary Horton personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and he acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.

____________________________________________

Name of Notary Public: _____________________
Commission Expires:    _____________________

                                       2



STATE OF NEW YORK,

COUNTY OF NEW YORK, ss:

On the____day of March, in the year 2004 before me, the undersigned, personally
appeared Anne R. Coolidge personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and she acknowledged to me that she executed the same in her
capacity, and that by her signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.

____________________________________________

Name of Notary Public: ______________________
Commission Expires:    ______________________

STATE OF ARIZONA,

COUNTY OF MARICOPA, ss:

On the 5th day of April, in the year 2004 before me, the undersigned, personally
appeared Bruce Brockhagen personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and he acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.

/s/ Nancy K. Ventre
- --------------------
                                              [SEAL]         NANCY K. VENTRE
Name of Notary Public: Nancy K. Ventre                   NOTARY PUBLIC - ARIZONA
Commission Expires:    8-19-2007                              MARICOPA COUNTY
                                                           MY COMMISSION EXPIRES
                                                              AUGUST 19, 2007




                                       2


                                                                     EXHIBIT A-1

                                    PREMISES
































                                   Exhibit A-1



                                     884081
                                   EXHIBIT "A"
                             2505 Government Blvd.
                                   Mobile, AL

LEGAL DESCRIPTION:

LEGAL DESCRIPTION (SCHEDULE A)

From the intersection of the East line of the Northwest Quarter of Section 29,
Township 4 South, Range 1 West, Mobile County, Alabama, with the Southerly
right-of-way line of proposed new U.S. Highway 90, thence Southwesterly along
said Southerly right-of-way line 351.7 feet to a point (said Southerly line
right-of-way line being fixed by right-of-way Deed from C. Guy Durham, et al, to
the City of Mobile, Alabama dated March 25, 1950 and recorded In Deed Book 504
N.S., Page 271 of the records in the Office of the Judge of Probate, Mobile
County, Alabama, which said right-of-way deed is hereby expressly referred to
and made a part hereof for the location and more definite description of said
Southerly right of way line); from said Point, continue thence in a
Southwestwardly direction along said Southerly right-of-way line 350 feet to a
point on said Southerly right-of-way which marks the point of beginning of the
property herein described; thence South 12 degrees 35 minutes East 265 feet to a
point; thence Westwardly at right angles to the last described course 154.6 feet
to a paint; thence North 36 degrees 47 minutes West a distance of 190.43 feet to
a point on the aforesaid Southerly right-of-way line, which point is 250 feet
Southwestwardly from the Point of Beginning of the property herein described
measured along said Southerly right-of-way line; thence Northeastwardly along
said Southerly right-of-way line 250 feet to the Point of Beginning of the
property herein described.

                          LEGAL DESCRIPTION (MEASURED)

From the intersection of the East line of the Northwest Quarter of Section 29,
Township 4 South, Rangr 1 West, Mobile County, Alabama with the Southerly
right-of-way line of U.S. Highway 90, thence Southwesterly along said Southerly
right-of-way line 351.7 feet to a point (said Southerly right-of-way line being
fixed by right-of-way Deed from C. Guy Durham, et al, to the City of Mobile,
Alabama dated March 25, 1950 and recorded in Deed Book 504 N.S., Page 271 of the
records in the Office of the Judge of Probate, Mobile County, Alabama, which
said right-of-way deed is hereby expressly referred to and made a part hereof
for the location and more definite description of said Southerly right of way
line); from said Point, continue thence in a Southwestwardly direction along
said Southerly right-of-way line 350 feet to a point on said Southerly
right-of-way which marks the Point of Beginning of the tract of land herein
described; thence South 12 degrees 40 minutes 00 seconds East a distance of
264.99 feet; thence South 77 degrees 20 minutes 18 seconds West a distance of
154.51 foot; thence North 36 degrees 53 minutes 35 seconds West a distance of



190.36 feet to U.S. Highway 90; thence along U.S. Highway 90 and with a curve
turning to the right, an are length of 250.41 feet, a radius of 1160.50 feet, a
chord bearing of North 55 degrees 53 minutes 06 seconds East, a chard length of
249.93 feet to the Point of Beginning.



                                     884077
                         523 Hamric Drive West, Oxford, AL
                          Exhibit "A" Legal Description

A certain parcel of land located in the SE 1/4 of Section 25, Township 16 South,
Range 7 East, being more particularly described as follows: Beginning at the
intersection of the centerline of Blake Avenue and the centerline of West ninth
Street; thence North 59 degrees 34 minutes East along said centerline of West
Ninth Street 456.78 feet; thence South 23 degrees 10 minutes East 30.00 feet to
a point on the described South right of way line of said West Ninth Street and
the True Point of Beginning of the hereafter described parcel; thence South 23
degrees 10 minutes East 257.81 feet; thence North 66 degrees 08 minutes 37
seconds East 449.86 feet; thence 22 degrees 55 minutes 12 seconds West 389.89
feet to the observed South Right of Way Line of West Ninth Street; thence South
49 degrees 53 minutes 48 seconds West along the irregular meanderings of said
South ROW Line a chord length of 471.98 feet to the True Point of Beginning.
Containing 3.35 acres, more of less; subject to the area of the segment formed
by irregular curve of ROW of West Ninth Street.



                                     884083
                    9264 Technology Drive, Fountain Hills, AZ
                         Exhibit "A" - Legal Description

Lot 1, of Business Park Replat Fountain Hills Arizona Final Plat No. 414,
according to the plat of record in the office of the County recorder of Maricopa
County, Arizona, recorded in Book 526 of Maps, Page 47.

Except all minerals as reserved unto the United States of America in patent of
said land recorded February 28, 1956 in Docket 1839, Page 426, records of
Maricopa County, Arizona.

Except all oil, gases and other hydrocarbon substances, coal, stone, metals,
minerals, fossils and fertilizers of every name and description, together with
all uranium, thorium, or any other material which is or may be determined to be
peculiarly essential to the production of fissionable materials, whether or not
of commercial value.

Except all underground water, in, under or flowing through said land and water
rights appurtenant thereto.


32651-AZ-3
Site # 884083


                                     721047
                          8746 West Bell Rd., Peoria AZ
                         Exhibit "A" - Legal Description

PARCEL NO. 1:

THAT PORTION OF THE EAST HALF OF THE WEST HALF OF SECTION 34, TOWNSHIP 4 NORTH,
RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY,
DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 34;

THENCE SOUTH 89 DEGREES 23 MINUTES 48 SECONDS WEST, ALONG THE SOUTH LINE OF SAID
SECTION 34, A DISTANCE OF 473.43 FEET;

THENCE NORTH 00 DEGREES 36 MINUTES 12 SECONDS WEST A DISTANCE OF 55.00 FEET TO
A POINT ON THE NORTH LINES OF THE SOUTH 55.00 FEET OF SAID SECTION 34, SAID
POINT BEING THE TRUEO POINT OF BEGINNING;

THENCE CONTINUING NORTH 00 DEGREES 36 MINUTES 12 SECONDS WEST A DISTANCE OF
325.00 FEET;

THENCE NORTH 89 DEGREES 23 MINUTES 48 SECONDS EAST, PARALLEL TO SAID SOUTH LINE
OF SECTION 34, A DISTANCE OF 234.42 FEET TO A POINT ON THE WEST LINE OF THE EAST
240.00 FEET OF THE EAST HALF OF THE WEST HALF OF SECTION 34;

THENCE SOUTH 00 DEGREES 27 MINUTES 15 SECONDS EAST ALONG SAID WEST LINE A
DISTANCE OF 325.00 FEET TO A POINT ON THE NORTH LINE OF THE SOUTH 55.00 FEET OF
SECTION 34;

THENCE SOUTH 89 DEGREES 23 MINUTES 48 SECONDS WEST ALONG SAID NORTH LINE A
DISTANCE OF 233.57 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL NO. 2:

A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND VEHICULAR AND PEDESTRIAN ACCESS
TO AND FROM 88TH AVENUE AS SET FORTH IN DECLARATION OF EASEMENTS RECORDED
FEBRUARY 9, 1996 IN 96-91467 OF OFFICIAL RECORDS AND AS SET FORTH IN DECLARATION
RECORDED FEBRUARY 4, 1998 IN 98-87786 OF OFFICIAL RECORDS.

PARCEL NO. 3:

AN EASEMENT FOR INGRESS AND EGRESS AND UTILITIES AS SET FORTH IN INSTRUMENT
RECORDED DECEMBER 18, 1997 IN 97-887612 OF OFFICIAL RECORDS AND AS SET FORTH IN
DECLARATION RECORDED FEBRUARY 4, 1998 IN 98-87786 OF OFFICIAL RECORDS.


32651-AZ-4
Site # 721047


                                     882059
                                   EXHIBIT "A"

TRACT 12, OF RAYBURN ACRES, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 44 OF MAPS, PAGE
46.

3425 S. 40th St
Phoenix AZ



                                     721025
                    20618 N. CAVE CREEK RD, PHOENIX WEST, AZ
                                  EXHIBIT "A"

PARCEL NO. 1:

LOT 1, OF U-HAUL AT CAVE CREEK ROAD AND FUTURE LOOP 101, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
RECORDED IN BOOK 511 OF MAPS, PAGE 19.

PARCEL NO.2:

AN EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS AS CREATED IN
DOCUMENT NO. 98-1023211 OVER A PORTION OF THE EAST HALF OF THE SOUTHEAST QUARTER
OF SECTION 22, TOWNSHIP 4 NORTH, RANGE 3 EAST OF THE GILA AND SALT RIVER BASE
AND MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 22, WHICH POINT BEARS
SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST, 1015.00 FEET FROM THE EAST QUARTER
CORNER THEREOF;

THENCE SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, 55.00 FEET TO THE TRUE POINT
OF BEGINNING;

THENCE SOUTH 09 DEGREES 07 MINUTES 42 SECONDS WEST, A DISTANCE OF 50.74 FEET;

THENCE SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, A DISTANCE OF 327.53 FEET;

THENCE NORTH 00 DEGREES 47 MINUTES 53 SECONDS WEST, A DISTANCE OF 50.00 FEET;

THENCE NORTH 89 DEGREES 19 MINUTES 55 SECONDS EAST, A DISTANCE OF 336.28 FEET TO
THE TRUE POINT OF BEGINNING.

PARCEL NO.3:

A NON-EXCLUSIVE, NON-POSSESSORY, PERPETUAL EASEMENT FOR INGRESS AND EGRESS AS
CREATED IN DOCUMENT NO. 99-175788 OF OFFICIAL RECORDS OVER THAT PORTION OF THE
SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 NORTH, RANGE 3 EAST OF THE GILA AND
SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 22;

THENCE SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST, A DISTANCE OF 1015.00 FEET
TO A POINT;



THENCE LEAVING SAID SECTION LINE SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, A
DISTANCE OF 55.00 FEET, TO THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 89 DEGREES 19 MINUTES 55 SECONDS WEST, A DISTANCE OF
84.21 FEET;

THENCE NORTH 00 DEGREES 47 MINUTES 53 SECONDS WEST A DISTANCE OF 41.20 FEET;

THENCE NORTH 89 DEGREES 19 MINUTES 55 SECONDS EAST, TO A POINT 55.00 FEET WEST
OF THE EAST LINE OF SECTION 22, A DISTANCE OF 84.21 FEET;

THENCE SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST A DISTANCE OF 41.20 FEET TO
THE TRUE POINT OF BEGINNING.

PARCEL NO. 4:

A NON-EXCLUSIVE, NON-POSSESSORY EASEMENT FOR INGRESS AND EGRESS AS CREATED IN
DOCUMENT NO. 99-175790 OF OFFICIAL RECORDS OVER THAT PORTION OF THE SOUTHEAST
QUARTER OF SECTION 22, TOWNSHIP 4 NORTH, RANGE 3 EAST OF THE GILA AND SALT RIVER
BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 22;

THENCE NORTH 00 DEGREES 48 MINUTES 45 SECONDS WEST ALONG THE EAST LINE OF SAID
SECTION 22, A DISTANCE OF 1294.84 FEET;

THENCE LEAVING SAID SECTION LINE SOUTH 89 DEGREES 11 MINUTES 15 SECONDS WEST, A
DISTANCE OF 90.00 FEET;

THENCE SOUTH 75 DEGREES 35 MINUTES 02 SECONDS WEST, A DISTANCE OF 339.55 FEET;

THENCE SOUTH 67 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF 16.39 FEET TO
THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 67 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF
60.00 FEET;

THENCE NORTH 22 DEGREES 06 MINUTES 18 SECONDS WEST, A DISTANCE OF 40.00 FEET;

THENCE NORTH 67 DEGREES 53 MINUTES 42 SECONDS EAST, A DISTANCE OF 79.08 FEET;

THENCE NORTH 75 DEGREES 35 MINUTES 02 SECONDS EAST, A DISTANCE OF 41.93 FEET;

THENCE SOUTH 00 DEGREES 47 MINUTES 53 SECONDS EAST, A DISTANCE OF 25.72 FEET;

THENCE SOUTH 75 DEGREES 35 MINUTES 02 SECONDS WEST, A DISTANCE OF 33.18 FEET;

THENCE SOUTH 67 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF 3.54 FEET;

THENCE SOUTH 22 DEGREES 53 MINUTES 42 SECONDS WEST, A DISTANCE OF 21.02 FEET, TO
THE TRUE POINT OF BEGINNING.

32651-AZ-6


                                     721034
                      42102 N. Vision Way, Phoenix West, AZ
                         Exhibit "A" - Legal Description

Lot 29 of Anthem Commerce Park 33.2, according to the plat of record in the
Office of the County Recorder of Maricopa County, Arizona, recorded in Book 537
of Maps, Page 26.


32651-AZ-7


                                     721045
                        42301 n. 41ST Drive, Anthem, AZ
                         Exhibit "A" - Legal Description

Lot 1, of Anthem Commerce Park 33.2, according to the plat of record in the
Office of the County Recorder of Maricopa County, Arizona, recorded in Book 537
of Maps, Page 26.

32651-AZ-8


                                     721046
                        21521 N. 26th Avenue, Phoenix AZ
                         Exhibit "A" - Legal Description

Lot 1, of Cracker Barrel Place, according to the plat of record in the Office of
the County Recorder of Maricopa County, Arizona, recorded in Book 442 of Maps,
Page 18.

32651-AZ-9


                                     721024                      No. 4104689
                                   EXHIBIT "A"

ALL THAT PORTION OF LOT 9, SECTION 36, TOWNSHIP 14 NORTH, RANGE 2 WEST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, YAVAPAI COUNTY, ARIZONA, DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE EAST BOUNDARY OF FORT WHIPPLE MILITARY RESERVATION
FROM WHICH THE CLOSING CORNER FOR FRACTIONAL SECTIONS 35 AND 36 BEARS NORTH 41
DEGREES 46 MINUTES 50 SECONDS WEST, ALONG SAID BOUNDARY, 523.04 FEET;

THENCE NORTH 75 DEGREES 50 MINUTES 44 SECONDS EAST, ALONG THE SOUTH LINE OF THE
"LINNA" MINERAL SURVEY NO. 1364-A, A DISTANCE OF 247.16 FEET, SAID POINT BEING A
REBAR CAPPED L.S. 12005;

THENCE CONTINUING NORTH 76 DEGREES 20 MINUTES 37 SECONDS EAST, ALONG SAID SOUTH
LINE, A DISTANCE OF 347.52 FEET, SAID POINT BEING A 3/8 INCH REBAR;

THENCE SOUTH 02 DEGREES 35 MINUTES 57 SECONDS EAST, 201.92 FEET, SAID POINT
BEING A REBAR STAMPED L.S. 12005;

THENCE SOUTH 80 DEGREES 49 MINUTES 06 SECONDS WEST, 99.95 FEET, SAID POINT BEING
A REBAR STAMPED L.S. 12005;

THENCE SOUTH 03 DEGREES 22 MINUTES 27 SECONDS EAST, 199.95 FEET, SAID POINT
BEING A REBAR STAMPED L.S. 12005 AT THE NORTH RIGHT-OF-WAY OF STATE ROUTE 69
(BLACK CANYON HIGHWAY);

THENCE SOUTH 81 DEGREES 02 MINUTES 36 SECONDS WEST, ALONG SAID RIGHT-OF-WAY, A
DISTANCE OF 70.72 FEET, SAID POINT BEING A REBAR STAMPED L.S. 12005;

THENCE CONTINUING SOUTH 80 DEGREES 42 MINUTES 32 SECONDS WEST, ALONG SAID
RIGHT-OF-WAY, A DISTANCE OF 154.02 FEET, SAID POINT BEING A REBAR STAMPED L.S.
12005;

THENCE NORTH 41 DEGREES 46 MINUTES 50 SECONDS WEST, ALONG SAID EAST BOUNDARY OF
THE FORT WHIPPLE MILITARY RESERVATION, A DISTANCE OF 416.00 FEET, SAID POINT
BEING THE TRUE POINT OF BEGINNING.



                                     721044                        No. 4105126
                                   EXHIBIT "A"

PARCEL NO. 1:

LOT 6B, OF RESUBDIVISION OF SUN CITY WEST-COMMERCE PARK, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
RECORDED IN BOOK 536 OF MAPS, PAGE 27.

PARCEL NO. 2:

EASEMENT FOR VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AS SET FORTH IN
DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED
OCTOBER 31, 2001 IN 2001-1017432 OF OFFICIAL RECORDS.



                                     834025
                      16950 E. Ohio Place, Aurora South, CO
                         Exhibit "A" - Legal Description

Part of Lot 8, Block 2, Tollgate Village Business Park Subdivision Filing No. 1,
County of Arapahoe, State of Colorado, more particularly described as follows:

Commencing at the Northwest corner of Section 16, Township 4 South, Range 66
West of the 6th Principal Meridian;

Thence South 00 degrees 01 minutes 16 seconds East, along the West line of said
Section 16, 2953.38 feet;

Thence North 89 degrees 58 minutes 44 seconds East 110.00 feet to the Easterly
right of way line of Buckley Road and the Point of Beginning,

Thence South 00 degrees 01 minutes 16 seconds East, along said Easterly right of
way line, 301.23 feet;

Thence South 32 degrees 34 minutes 09 seconds East, along the Southwesterly line
of said Lot 8, 267.94 feet;

Thence North 57 degrees 25 minutes 51 seconds East 300.00 feet the Westerly
right of way line of East Ada Drive;

Thence Northerly, along said Westerly right of way line, the following four (4)
courses:

(1) Thence North 32 degrees 34 minutes 09 seconds West 53.07 feet to a point of
curve;

(2) Thence along a curve to the right having a radius of 436.06 feet, a central
angle of 32 degrees 32 minutes 53 seconds, 247.71 feet to a point of tangent;

(3) Thence North 00 degrees 01 minutes 16 seconds West, along said tangent,
81.35 feet to a point of curve;

(4) Thence along a curve to the left having a radius of 40.00 feet, a central
angle of 90 degrees 00 minutes 00 seconds 62.83 feet to the Southerly right of
way line of East Ohio Place;

Thence Westerly, along said Southerly right of way line, the following three
courses:

(1) Thence South 86 degrees 24 minutes 09 seconds West 160.31 feet;

(2) Thence South 89 degrees 58 minutes 44 seconds West 75.00 feet to a point of
curve;

(3) Thence along a curve to the left having a radius of 25.00 feet, a central
angle of 90 degrees 00 minutes 00 seconds 39.27 feet to the point of beginning,
County of Arapahoe,
State of Colorado.

Note: The above lands have been re-platted and are now described as follows:

Lot 1, Block 1,
Tollgate Business Park Subdivision Filing No. 2,
County of Arapahoe,
State of Colorado.

32651-CO-12


                                     722036
                       15250 E. 40th Avenue, Denver N, CO
                         Exhibit "A" - Legal Description

Lots 1 and 2,
Block 1,
U-Haul Subdivision
Filing No. 1, County of
Adams,
State of Colorado.

32651-CO-13
Property ID # 722036


                                     834035
                    1750 East County Line Road, Littleton CO
                         Exhibit "A" - Legal Description

Lot 6A, Highlands Ranch Filing No. 25-B, 4th Amendment Highlands Ranch Filing
No. 65-A, 2nd Amendment, Lot Line Adjustment Map recorded August 9, 1996 at
Reception No. 9643829,
County of Douglas, State of Colorado.

32651-CO-14
Property ID # 834035


                                  Site 884080
                    4457 Kernel Circle, Fort Myers, FL 33916
                        Exhibit "A" - Legal Description

Lots 5, 6, 7 and 8, KERNEL PLAZA, according to the map or plat thereof on file
and recorded in the office of the Clerk of the Circuit Court, recorded in Plat
Book 42, Page 86, in the Public Records of Lee County, Florida.



                                   Site 784052
                      11490 San Jose Blvd, Jacksonville FL
                         Exhibit "A" - Legal Description

PARCEL I - FEE

A PART OF THE HENRY HARTLEY DONATION, SECTION 7, TOWNSHIP 4 SOUTH, RANGE 27
EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

FOR A POINT OF BEGINNING COMMENCE AT THE NORTHWEST CORNER OF LOT 31, BLOCK 2,
RAMSGATE UNIT ONE, AS RECORDED IN PLAT BOOK 35, PAGES 49 AND 49A OF THE CURRENT
PUBLIC RECORDS OF SAID COUNTY, THE SAME BEING THE SOUTHWESTERLY CORNER OF THOSE
LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 5356, PAGE 1040 OF SAID PUBLIC
RECORDS; THENCE NORTH 02 DEGREES 44'30" WEST, ALONG THE EASTERLY LINE OF SAID
BLOCK 2 AND ALONG THE WESTERLY LINE OF LAST SAID LANDS, A DISTANCE OF 189.21
FEET TO THE SOUTHWESTERLY CORNER OF THOSE LANDS DESCRIBED IN OFFICIAL RECORDS
VOLUME 8109, PAGE 433, SAID PUBLIC RECORDS; THENCE NORTH 88 DEGREES 49'00" EAST,
ALONG THE SOUTHERLY LINE OF LAST SAID LANDS, A DISTANCE OF 583.47 FEET TO A
POINT ON A CURVE IN THE WESTERLY RIGHT OF WAY LINE OF SAN JOSE BOULEVARD, STATE
ROAD 13 (A 100 FOOT RIGHT OF WAY AS NOW ESTABLISHED) ALSO BEING THE EASTERLY
LINE OF AFOREMENTIONED LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 5356, PAGE
1040; THENCE ALONG THE BOUNDARY OF SAID LANDS THE FOLLOWING COURSES: FIRST
COURSE, SOUTHWESTERLY, ALONG SAID WESTERLY RIGHT OF WAY LINE AND ALONG THE ARC
OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 1959.86 FEET, AN ARC
DISTANCE OF 205.87 FEET, MAKING A CENTRAL ANGLE OF 06 DEGREES 01'06" AND HAVING
A CHORD BEARING OF SOUTH 04 DEGREES 31'39" WEST AND A CHORD DISTANCE OF 205.77
FEET; SECOND COURSE NORTH 89 DEGREES 31'40" WEST A DISTANCE OF 401.20 FEET TO A
POINT; THIRD COURSE NORTH 89 DEGREES 43'00" WEST A DISTANCE OF 156.87 FEET TO
THE POINT OF BEGINNING. BEING A PART OF THOSE LANDS DESCRIBED IN OFFICIAL
RECORDS VOLUME 5356, PAGE 1040, SAID PUBLIC RECORDS OF DUVAL COUNTY, FLORIDA.

PARCEL II - (24 FOOT ACCESS) EASEMENT

A PART OF THE HENRY HARTLEY DONATION, SECTION 7, TOWNSHIP 4 SOUTH, RANGE 27
EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE NORTHWEST CORNER OF LOT 31, BLOCK 2,
RAMSGATE, UNIT ONE, AS RECORDED IN PLAT BOOK 35, PAGES 49 AND 49A OF THE CURRENT
PUBLIC RECORDS OF SAID COUNTY, THE SAME BEING THE SOUTHWEST CORNER OF THOSE
LANDS AS DESCRIBED IN OFFICIAL RECORDS VOLUME 5356, PAGE 1040, OF SAID PUBLIC
RECORDS; THENCE NORTH 02 DEGREES 44'30" WEST, ALONG THE EASTERLY LINE OF SAID
BLOCK 2 AND ALONG THE WESTERLY LINE OF LAST SAID LANDS, A DISTANCE OF 189.21
FEET;


 THENCE NORTH 88 DEGREES 49'00" EAST, A DISTANCE OF 535.62 FEET TO THE POINT OF
BEGINNING; THENCE NORTH 01 DEGREES 11'00" WEST, A DISTANCE OF 143.64 FEET;
THENCE NORTH 88 DEGREES 49'00" EAST, A DISTANCE OF 24.00 FEET; THENCE SOUTH
01 DEGREES 11'00" EAST, A DISTANCE OF 14.69 FEET; THENCE SOUTH 59 DEGREES 42'52"
EAST, A DISTANCE OF 45.57 FEET; THENCE SOUTH 79 DEGREES 42'52" EAST, A DISTANCE
OF 4.27 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SAN JOSE BOULEVARD, STATE ROAD
13 (A 100 FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE SOUTHWESTERLY, ALONG
SAID WESTERLY RIGHT OF WAY LINE, AND ALONG THE ARC OF A CURVE CONCAVE TO THE
SOUTHEAST AND SAVING A RADIUS OF 1959.86 FEET, A DISTANCE OF 24.00 FEET, MAKING
A CENTRAL ANGLE OF 00 DEGREES 42'06" AND HAVING A CHORD BEARING OF SOUTH
10 DEGREES 17'06" WEST AND A CHORD DISTANCE OF 24.00 FEET; THENCE NORTH
79 DEGREES 42'52" WEST, A DISTANCE OF 0.80 FEET; THENCE NORTH 59 DEGREES 42'52"
WEST, A DISTANCE OF 35.11 FEET; THENCE SOUTH 01 DEGREES 11'00" EAST, A DISTANCE
OF 100.81 FEET; THENCE SOUTH 88 DEGREES 49'00" WEST, A DISTANCE OF 24.00 FEET TO
THE POINT OF BEGINNING.

32651-FL-16 Site # 784052



                                     884069
                        103530 Overseas Hwy, Key Largo FL
                        Exhibit"A" - Legal Description

PARCEL I:

The West 100 feet of Lot 5, Section 14, Township 61 South, Range 39 East, MODEL
LAND COMPANY'S SUBDIVISION as recorded in Plat Book 1, Page 68, of the Public
Records of Monroe County, Florida, LESS that portion thereof described as
follows:

Commence at the Southwest corner of Lot 5, MODEL LAND COMPANY'S SUBDIVISION as
recorded in Plat Book 1, Page 68 of the Public Records of Monroe County,
Florida; thence run 88 deg. 59'32" East along the South line of said Lot 5, a
distance of 100 feet, more or less to a pipe; thence run 00 deg. 29'38" East a
distance of 240.55 feet, more or less to a pipe set in concrete, being the Point
of Beginning; thence run North 27 deg. 58'11" West a distance of 43.10 feet,
more or less; thence run Northeasterly along a line lying at a 90 degree right
angle to the aforementioned course to a point which intersects a line lying 100
feet East of and parallel to the West line of said Lot 5; thence run in a
Southerly direction along a line lying 100 feet East of and parallel to the West
line of said Lot 5, a distance of 40.97 feet, more or less, to the pipe set in
concrete, being the Point of Beginning.

PARCEL II:

Lot 6 in Section 14, Township 61 South, Range 39 East, MODEL LAND COMPANY'S
SUBDIVISION, as recorded in Plat Book 1, Page 68, of the Public Records of
Monroe County, Florida.

PARCEL III:

That portion of Lots 9 and 10 in Section 14, Township 61 South, Range 39 East,
MODEL LAND COMPANY'S SUBDIVISION as recorded in Plat Book 1, Page 68, of the
Public Records of Monroe County, Florida, lying and being Northwesterly of a
line which is parallel to and 120 feet distant Northwesterly of and measured at
right angles to the center line of the former Florida East Coast Railway (now
Overseas Highway) and lying and being on the Northeasterly side of the Northerly
right of way line of Cross-Key Largo Canal as dedicated on the Florida Keys
Chamber of Commerce unrecorded Plat of Cross-Key Largo Waterway, prepared by
James and Adams, Engineers and Surveyors and dated June, 1937, LESS and recorded
easements or road right of ways.

32651-FL-17
PROPERTY ID # 884069


                                   Site 785041
                         11410 W. Colonial Dr., Ocoee FL
                         Exhibit "A" - Legal Description

Commence at a railroad spike marking the North 1/4 corner of Section 30,
Township 22 South, Range 28 East, Orange County, Florida, thence North
89 degrees 31'02" East along the North line of said Section 30 a distance of
250.00 feet, thence South 00 degrees 20'32" East, a distance of 75.00 feet to
the South right of way line of State Road No. 50 and the point of beginning,
thence South 00 degrees 20'32" East, a distance of 112.00 feet to the South line
of the North 187 feet of the Northwest 1/4 of the Northwest 1/4 of the Northeast
1/4 of said Section 30, thence South 89 degrees 31'02" West, along said South
line a distance of 220.00 feet to the East right of way line of Marshall Farms
Road, thence South 00 degrees 20'32" East, along said East right of way line a
distance of 209.29 feet to the North line of the South 4.000 acres of the
Northwest 1/4 of the Northwest 1/4 of the Northeast 1/4 of said Section 30,
thence North 89 degrees 31'10" East, along said North line a distance of 627.38
feet to the East line of the Northwest 1/4 of the Northwest 1/4 of the Northeast
1/4 of said Section 30, thence North 00 degrees 21'59" West, along said East
line a distance of 209.31 feet to the North line of the South 117.50 feet of the
North 304.50 feet of the Northwest 1/4 of the Northwest 1/4 of the Northeast 1/4
of said Section 30, thence South 89 degrees 31'03" West, along said North line a
distance of 107.29 feet, thence North 00 degrees 20'32", a distance of 112.00
feet to the South right of way line of State Road No. 50, thence South
89 degrees 31'02" West along said South right of way line a distance of 300.00
feet to the point of beginning. Less any portion for road right of way.

32651-FL-18 Site # 785041


                                   Site 829053
                     23395 S. Volusia Avenue, Orange City FL
                         Exhibit "A" - Legal Description

PARCEL I:

Lots 1 and 2, U-HAUL OF ORANGE CITY, FLORIDA, a subdivision according to the
plat thereof as recorded in Map Book 48, Page 175, of the Public Records of
Volusia County, Florida.

PARCEL II:

Shared Access Easement created pursuant to the Plat of U-Haul of Orange City,
Florida as recorded in Plat Book 48, Page 175.

32651-FL-19 Site # 829053


                                     785027
                          600 S. KIRKMAN RD, ORLANDO FL
                         EXHIBIT "A" - LEGAL DESCRIPTION

A portion of the Northeast 1/4 of Section 36, Township 22 South, Range 28 East,
Orange County, Florida, being more particularly described as follows:

Commence at the Northwest corner of A REPLAT OF LOT 7, METROWEST REPLAT,
according to the plat thereof recorded in Plat Book 20, Page 13, Public Records
of Orange County, Florida; thence North 01 deg. 34'14" West, 25.01 feet to the
Point of Beginning; thence continue North 01 deg. 34'14" West, 165.01 feet (the
last two (2) courses described being coincident with the West line of Block K,
LAKE HILL, according to the plat thereof, recorded in Plat Book M, Page 9,
Public Records of Orange County, Florida, and the Southerly extension thereof)
thence South 89 deg. 50'05" East along the North line of Lot 4, Block K, LAKE
HILL, 150.07 feet; thence North 01 deg. 34'14" West along the West line of Lot
22, Block K, LAKE HILL 140.02 feet; thence South 89 deg. 50'27" East along the
North line of Block K, LAKE HILL, 449.17 feet; thence South 00 deg. 10'23" West
along the East line of the Northeast one-quarter (NE 1/4) of said Section 36, a
distance of 22.13 feet; thence North 89 deg. 40'07" East, 86.53 feet; thence
South 16 deg. 41' 16" West, 233.53 feet; thence Southerly along the arc of a
tangent curve being concave to the East, having a radius of 2964.93 feet, a
central angle of 01 deg. 12'01", an arc distance of 62.11 feet (the last two (2)
courses described being coincident with the Westerly right-of-way line of State
Road 435 according to the State of Florida Road Department Right-of-Way Map,
Section 75270-2502 dated February 24, 1969; thence North 89 deg. 49'42" West
along the centerline of the vacated Rosette Street (platted as Boston Avenue)
said centerline being 25.00 feet North of and Parallel with the North line of A
REPLAT OF LOT 7, METROWEST REPLAT, 593.07 feet to the Point of Beginning.

32651-FL-20
Property ID # 785027


                                   Site 884082
                    14500 S. Orange Blossom Trail, Orlando FL
                         Exhibit "A" - Legal Description

PARCEL I: FEE

Lots 5, 6, 7 and 8, A Replat of Hunter's Creek, Tract 181, Lot 2, as recorded in
Plat Book 24, Page 66, Public Records of Orange County, Florida, LESS the
Easterly 25 feet thereof, more particularly described as follows:

Begin at the Northeast corner of Lot 5 of A Replat of Hunter's Creek, Tract 181,
Lot 2, as recorded in Plat Book 24, Page 66, Public Records of Orange County,
Florida; run South OOdeg.11'12" East, along the East line of said Lot 5 and its
Southerly projection, a distance of 827.68 feet to a point on the North right of
way line of Gatorland Drive of said plat; said point also being on a curve,
concave Northwesterly, having a central angle of 16deg.36'05" and a radius of
35.00 feet; thence departing said East line and Southerly projection, and from a
tangent bearing of South 73deg.l2'43" West, run Southwesterly along the arc of
said curve and said North line, a distance of 10.14 feet to the point of
tangency; thence run the following courses and distances along the North and
East right of way lines of said Gatorland Drive; thence South 89deg.48'48" West,
a distance of 104.51 feet to the point of curvature of a curve concave
Northeasterly having a central angle of 53deg.06'06" and a radius of 188.20
feet; thence run Northwesterly along the arc of said curve, a distance of 174.42
feet to the point of compound curvature of a curve concave Northeasterly, having
a central angle of 50deg.08'32" and a radius of 200.71 feet; thence run
Northwesterly along the arc of said curve, a distance of 175.65 feet to the
point of tangency; thence run North 13deg.03'28" East, a distance of 81.30 feet
to the point of curvature of a curve, concave Northwesterly, having a central
angle of 13deg.l4'40" and a radius of 610.72 feet; thence run Northeasterly
along the arc of said curve, a distance of 141.17 feet to the point of tangency;
thence run North 00deg.11'112" West, a distance of 217.00 feet to the point of
curvature of a curve, concave Southeasterly, having a central angle of
16deg.25'00" and a radius of 494.93 feet; thence run Northeasterly along the arc
of said curve, a distance of 141.81 feet to the point of tangency; thence run
North 16deg.l3'48" East, a distance of 12.00 feet to the Northwest corner of
said Lot 5; thence departing said right of way, run North 89deg.48'48" East,
along the North line of said Lot 5, a distance of 241.43 feet to the Point of
Beginning.

LESS AND EXCEPT the following described lands:



Commence at a 4" by 4" concrete monument without identification marking the
Northwest corner of the Southwest 1/4 of Section 34, Township 24 South, Range 29
East, Orange County, Florida; thence run North 89deg.33'07" East along the North
line of said Southwest 1/4 a distance of 406.362 meters (1333.21 feet) to a
point on the centerline of survey of State Road 500 (US 441), as shown on the
Florida Department of Transportation Right of Way Map, Section 75010-2542;
thence, departing said North line, South 00deg.01'24" East along said survey
line 301.966 meters (990.70 feet) to the Easterly projection of the South line
of Lot 9 A Replat of Hunter's Creek Tract 181, Lot 2, as recorded in Plat Book
24, Page 66, Public Records of Orange County, Florida; thence North 89deg.50'41"
West along said Easterly projection line 30.494 meters (100.05 feet) to a point
on the West line of additional Orange County right of way as described in
Official Records 5667, Page 2686, Public Records of Orange County, Florida;
thence North 00deg.00'52" West along said West line of additional right of way
104.948 meters (344.32 feet) to a point on the South line of Lot 8 of said
Replat of Hunter's Creek Tract 181, Lot 2 (also being the North right of way
line of Gatorland Drive as shown on said plat) for the Point of Beginning;
thence continue North 00deg.00'52" West along said West line of additional
Orange County right of way 8.756 meters (28.71 feet); thence departing said
right of way line, South 42deg.09'09" West 12.414 meters (40.73 feet) to a point
on said South line of Lot 8 (North right of way line of Gatorland Drive); thence
North 89deg.58'52" East along said South line of Lot 8 a distance of 5.286
meters (17.34 feet) to the beginning of a curve concave Northwesterly, having a
radius of 10.668 meters (35.00 feet) and a chord bearing of North 81deg.40'57"
East; thence Easterly along the arc of said curve and said South line of Lot 8,
through a central angle of 16deg.35'50" a distance of 3.090 meters (10.14 feet)
to a point on said West line of additional Orange County right of way and the
Point of Beginning.

PARCEL II: EASEMENT

Easement rights as set forth in that certain Declaration of Protective
Covenants, Conditions and Restrictions of Tract 181 Commercial Property Owners
Association, Inc., to American Newland Associates, a California general
partnership, dated August 10, 1989, recorded September 21,1989 in O.R. Book
4116, Page 4383; as affected by:

Amendment recorded in O.R. Book 5174, Page 737; and Supplemental Declaration
dated December 12,1996, recorded in O.R. Book 5174, Page 746, as re-recorded
January 22,1997 in O.R. Book 5188, Page 3160; and Supplemental Declaration,
dated December 20, 1996, recorded December 31, 1996 in O.R. Book 5178, Page
2165; and Assignment of Declarant's Rights by AG Land Associates, LLC, a
California limited liability company, to Westbrook Hunter's Creek, L.P., a
Delaware limited partnership, dated August 15, 1997,



recorded in O.R. Book 5348, Page 1414; and Supplemental Declaration dated
November 14, 1997, recorded December 12, 1997 in O.R. Book 5380, Page 3002; and
Supplemental Declaration dated December 20, 1999, recorded January 2, 2000 in
O.R. book 5917, Page 2725, Orange County Records.

32651-FL-21 Site # 884082


                                   Site 785038
                    13301 S. Orange Blossom Trail, Orlando FL
                         Exhibit "A" -Legal Description

LOT 1, TRACT "A" AND TRACT "B", SOUTHCHASE PHASE 1A PARCEL 13, ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 46, PAGE 65 IN THE PUBLIC RECORDS OF
ORANGE COUNTY, FLORIDA.

32651-FL-22 Site # 785038


                                   Site 884073
                    7803 n. Orange Blossom Trail, Orlando FL
                        Exhibit "A" - Legal Description

From the Southwest corner of LOCKHART MANOR, according to the plat thereof as
recorded in Plat Book O, Page 15, of the Public Records of ORANGE County,
Florida; run North 02 deg. 33'14" West along the West line of said LOCKHART
MANOR 143.44 feet for a Point of Beginning; thence run South 86 deg. 55'16" West
parallel with the South line of the West half of the Southeast quarter of the
Southeast quarter of Section 30, Township 21 South, Range 29 East, a distance of
519.15 feet; thence run South 2 deg. 33'14" East, 75.00 feet; thence run South
86 deg. 55'16" West, 210.84 feet to the Easterly right of way line of State Road
500 (U.S. Highway 441); thence run North 32 deg. 18'44" West along said right of
way line 294.26 feet to a point 350 feet North 2 deg. 57'07" West, North of the
South line of Block A, LOCKMERE, according to the plat thereof as recorded in
Plat Book K, Page 41, of said Public Records; thence run North 86 deg. 55'16"
East, 217.54 feet to the West line of aforesaid West half, same being the West
line of vacated HAMPTON HEIGHTS, according to the plat thereof as recorded in
Plat Book P, Page 45, said Public Records; thence run North 02 deg. 57'07" West
along the West line of said West half a distance of 349.52 feet to the Northwest
corner of said West half; thence run North 87 deg. 47'11" East 660.92 feet to
the Northwest corner of aforesaid LOCKHART MANOR; thence run South 02 deg.
33'14" East, 521.35 feet to the Point of Beginning.

32651-FL-23 Site # 884073



                                     829054
                       3851 St. Orlando Drive, Sanford, FL
                        Exhibit "A" - Legal Description

The South 216.9 feet of the North 740.4 feet of the Northwest 1/4 of the
Northeast 1/4 of Section 14, Township 20 South, Range 30 East, Seminole County,
Florida, lying East of State Road 15 and 600 (U.S. Highway 17-92)

32651-FL-24
Property ID # 829054



                                   Site 786042
                          3939 W. Gandy Blvd., Tampa FL
                         Exhibit "A" -Legal Description

Lot 10 and 11, AI-Mar Subdivision, according to the Plat thereof, as recorded in
Plat Book 29, Page 29, Public Records of Hillsborough County, Florida.

32651-FL-25 Site # 786042



                                     829057
                     2055 Semoran Blvd, Winter Park, Florida
                         Exhibit "A" - Legal Description

From the Northwest corner of the Southwest 1/4 of the Southwest 1/4 of Section
34, Township 21 South, Range 30 East, Seminole County, Florida, run South 02
degrees 28'4/1" East, 939.14 feet along the West line of said Southwest 1/4 of
the Southwest 1/4 for the Point of Beginning of the description, run thence
North 88 degrees 03'3/5" East 511.06 feet parallel with the South line of the
said Southwest 1/4 to the Westerly right of way line of State Road No. 436,
thence run South 23 degrees 54'25" East 414.77 feet along the said Westerly
right of way of State Road No. 436 to it's intersection with the South line of
the said Southwest 1/4 of the Southwest 1/4, thence run South 88 degrees 03'35"
West, 662.61 feet along the South line of the said Southwest 1/4 of the
Southwest 1/4 to the Southwest corner of said Southwest 1/4 of the Southwest
1/4, thence run North 02 degrees 28'41" West, 384.74 feet along the West line of
said Southwest 1/4 of the Southwest 1/4 to the Point of Beginning.

32651-FL-26
Property ID # 829057



                                   EXHIBIT "A"

                    SITE 776034, 1150 S DOGWOOD DR, CONYERS GA
                                LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 299 of the 16th
District of Rockdale County, Georgia, and being more particularly described as
follows:

BEGINNING at the northern right-of-way of Dogwood Drive (variable right of way)
a distance of 1457.85 feet from the right of way of Dogwood-Old Covington
Highway; thence along said right of way North 69 degrees 27 minutes 09 seconds
West, a distance of 393.94 feet to an iron pin found; South 21 degrees 02
minutes 26 seconds West a distance of 24.99 feet to an iron pin; thence North 69
degrees 17 minutes 32 seconds West a distance of 20.99 feet to an iron pin;
thence leaving said right-of-way North 21 degrees 12 minutes 09 seconds East a
distance of 238.44 feet to an iron pin; thence South 84 degrees 38 minutes 53
seconds East a distance of 411.70 feet to an iron pin; thence South 17 degrees
51 minutes 15 seconds West a distance of 321.77 feet to an iron pin on the north
right-of-way of Dogwood Drive, said point being the POINT OF BEGINNING,
containing 2.51 acres, and being more particularly shown on that certain survey
prepared by Landata Site Services, Inc., dated April 15, 2003, as last revised
February__________, 2004.

TOGETHER WITH all rights and interests in all easements contained in that
certain Easement Agreement between Hugh W. Cheek and Cracker Barrel Old Country
Store, Inc., dated November 15, 1995, filed November 15, 1995, recorded in Deed
Book 1174, Page 108, aforesaid records; as amended by Amended Easement Agreement
by and between Hugh W. Cheek and Cracker Barrel Old Country Store, Inc., dated
December 4, 1995, filed December 21, 1995, recorded in Deed Book 1187, Page 1,
aforesaid records; as supplemented by Supplement to Easement Agreement, dated
October 21, 1996, filed for recording October 23, 1996, recorded in Deed Book
1290, Page 192, aforesaid records, and as further affected by Agreement for
Storm Drainage Facilities, dated January 17, 1997, filed January 21, 1997,
recorded in Deed Book 1319, Page 129, aforesaid records.

TOGETHER WITH all rights and interests in all easements contained in paragraphs
#3 CB Tract Utility Easement, #4 Tract Seven Utility Easement, and #10 Tract
Four Signage Easement of Amended Easement Agreement dated December 4, 1995 among
Hugh W. Cheek, the Estate of George D. Cheek, Chatto Fields II, Limited
Partnership and Cracker Barrel Old Country Store, Inc., recorded in Deed Book
1187, Page 1, Rockdale County, Georgia records.



TOGETHER WITH all rights and interests in all easements contained in paragraphs
#1 Tract 2A Road Easement and #2 Tract 2A Sewer Line Easements contained in
Tract Two Easement Agreement dated March 28, 1996 among Hugh W. Cheek, the
Estate of Georgia D. Cheek and Chatto Fields II, Limited Partnership recorded in
Deed Book 1226, page 76, aforesaid records.

TOGETHER WITH all rights and interests in all easements contained in that
certain Sewer Easement Agreement by and between BMO Global Capital Solutions,
Inc. and Mrs. A. J. Hood, dated January 30, 1999, filed for recording February
4,1999, recorded in Deed Book 1645, Page 338, aforesaid records.

32651-GA-27 Site # 776034


                                   EXHIBIT "A"

                                   SITE 777026
                         2085 COBB PARKWAY, KENNESAW GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 206 of the 20th
District, 2nd Section, City of Kennesaw, Cobb County, Georgia, and being more
particularly described as follows:

BEGINNING at a concrete monument found at the point of intersection of the
southwestern right-of-way line of Old Highway #41 (variable right-of-way) and
the southwestern right-of-way line of U.S. Highway #41 (Cobb Parkway) (variable
right-of-way); run thence South 18 degrees 47 minutes 36 seconds East along the
southwestern right-of-way of Old Highway #41, a distance of 118.75 feet to an
iron pin found; thence leaving said right-of-way and running South 78 degrees 29
minutes 25 seconds West, a distance of 508.96 feet to an iron pin found; running
thence North 22 degrees 13 minutes 19 seconds West, a distance of 268.49 feet to
an iron pin placed; run thence North 79 degrees 56 minutes 18 seconds East, a
distance of 254.85 feet to an iron pin placed; run thence North 32 degrees 42
minutes 41 seconds East, a distance of 90.33 feet to an iron pin placed located
on the southwestern right-of-way of U.S. Highway #41 (Cobb Parkway); running
thence along said right-of-way, and following the curvature thereof the
following courses and distances: following an arc with a curve to the left
(which arc has a chord distance of 125.00 feet on a chord bearing South 58
degrees 09 minutes 15 seconds East and having a radius of 4137.87 feet) an arc
distance of 125.00 feet to an iron pin placed; run thence along said
right-of-way North 31 degrees 00 minutes 21 seconds East, a distance of 25.00
feet to an iron pin placed; run thence along the arc of a curve to the left
(which arc has a chord distance of 102.94 feet and a chord bearing South 59
degrees 44 minutes 12 seconds East, and having a radius of 4112.87 feet) an arc
distance of 102.95 feet to a point; run thence South 29 degrees 13 minutes 49
seconds West, a distance of 25.00 feet to an iron pin placed; run thence along
the arc of a curve to the left (which arc has a chord distance of 76.03 feet on
a chord bearing South 60 degrees 58 minutes 56 seconds East and having a radius
of 4137.87 feet) an arc distance of 76.04 feet to a concrete monument found at
the point of intersection of the southwestern right-of-way line of Old Highway
#41 and the southwestern right-of-way line of U.S. Highway #41 (Cobb Parkway)
and the POINT OF BEGINNING, said tract containing 3.00 acres.

32651-GA-28 Site # 777026


                                   EXHIBIT "A"

                                   SITE 776026
                     1290 PLEASANT HILL RD, LAWRENCEVILLE GA
                               LEGAL DESCRIPTION

PARCEL 1:

ALL THAT TRACT or parcel of land lying and being in Land Lot 182 of the 6th
District, Gwinnett County, Georgia, and being part of Lot 1, Block A, Pleasant
Acres Subdivision, as more particularly shown on plat by B. L. Brummer &
Associates, Inc., Georgia Registered Land Surveyors, recorded on February 5,
1974 and recorded in Plat Book 1, Page 67, Gwinnett County, Georgia records,
which plat is incorporated herein and made a part hereof by reference, and being
more particularly shown and described as follows:

COMMENCING at an iron pin placed on the easterly right-of-way of Pleasant Hill
Road (110-foot wide right-of-way), said point being 394.41 feet northwesterly,
as measured along said right-of-way, from the point of intersection of said
easterly right-of-way of Pleasant Hill Road and the northerly right-of-way of
Meadows Lane (60-foot wide right-of-way); run thence along the arc of a curve to
the left (which arc has a chord bearing North 09 degrees 33 minutes 49 seconds
West, a chord distance of 72.41 feet and a radius of 5680.00 feet) an arc
distance of 72.41 feet to an iron pin placed; thence leaving said right-of-way
line and running North 61 degrees 33 minutes 25 seconds East, a distance of
150.61 feet to an iron pin placed; thence running South 11 degrees 27 minutes 51
seconds East, a distance of 155.78 feet to an iron pin found (1-inch pipe);
thence running South 81 degrees 39 minutes 34 seconds West, a distance of 147.51
feet to an iron pin placed on the easterly right-of-way of Pleasant Hill Road
and the POINT OF BEGINNING; said tract shown to contain 0.4330 acre or 18,861
square feet.

PARCEL 2:

ALL THAT TRACT or parcel of land lying and being in Land Lot 182 of the 6th
District, Gwinnett County, Georgia, and being more particularly described as
follows:

BEGINNING at a concrete marker at the intersection of the southeasterly
right-of-way of Pleasant Hill Road (110-foot wide right-of-way) and the
southwesterly right-of-way of Corley Road (55-foot wide right-of-way); run
thence in a southwesterly direction along the southeasterly right-of-way of
Pleasant Hill Road a distance of 361.23 feet to an iron pin set, which iron pin
marks the TRUE POINT OF BEGINNING; from said TRUE POINT OF BEGINNING as thus
established and thence leaving said right-of-way North 61 degrees 53 minutes 48
seconds East, a distance of 441.63 feet to an iron pin found; thence South 27



degrees 57 minutes 40 seconds East, a distance of 199.45 feet to an iron pin
set; thence South 61 degrees 33 minutes 22 seconds West, a distance of 507.61
feet to an iron pin set; thence along said right-of-way of Pleasant Hill Road
North 09 degrees 55 minutes 44 seconds West, a distance of 213.09 feet to an
iron pin set and the TRUE POINT OF BEGINNING, containing 2.19 acreas/95,328
square feet.

32651-GA-29 Site # 776026


                                   EXHIBIT "A"

                                   SITE 777025
                          7242 HIGHWAY 85, RIVERDALE GA
                               LEGAL DESCRIPTION

All that tract or parcel of land lying and being in Land Lot 183 of the 13th
district, Clayton County, Georgia and being more particularly described as
follows:

Beginning at an iron pin on the easterly right-of-way of Georgia Highway 85
(variable right of way) 522.25 fee north of the right of way of Roundtree Road;
thence following the right-of-way of Georgia Highway 85 North 2 degrees 41
minutes 03 seconds East a distance of 282.64 feet to an iron pin; thence leaving
said right-of-way North 89 degrees 26 minutes 23 seconds East a distance of
225.14 feet to a nail; thence North 2 degrees 32 minutes 26 seconds East a
distance of 124.69 feet to an iron pin; thence South 89 degrees 59 minutes 35
seconds East a distance 225.26 feet to an iron pin; thence South 2 degrees 42
minutes 47 seconds West a distance of 249.77 feet to an iron pin; thence North
89 degrees 54 minutes 26 seconds West a distance of 150.00 feet to an iron pin;
thence South 3 degrees 01 minutes 08 seconds West a distance of 154.42 feet to
an iron pin found; thence South 88 degrees 55 minutes 32 seconds West a distance
of 299.25 feet to the POINT OF BEGINNING, containing 3.01 acres and being the
same property as shown on that certain survey prepared by Landata Site Services,
Inc. dated April 9, 2003, as last revised February___ , 2004.

32651-GA-30 Site # 777025


                                   EXHIBIT "A"

                                  SITE 777023
                           5285 S. COBB DR., SMYRNA GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 759 of the 17th
District of the 2nd Section of Cobb County, Georgia, and being more particularly
described as follow:

BEGINNING at a concrete monument at the intersection of the northeasterly right
of way of South Cobb Drive (120 feet from the centerline) with the southeasterly
right of way of Interstate Highway I-285, running thence North 17 degrees 23
minutes 01 seconds East along said right of way of Interstate Highway I-285 a
distance of 59.46 feet to an iron pin on the southerly right of way of Woodland
Road (15 feet from centerline); run thence South 79 degrees 16 minutes 54
seconds East along said right of way a distance of 136.70 feet to a point;
continue thence along said right of way and following an arc to the left a
distance of 8.01 feet to an iron pin (said arc having a radius of 187.67 feet
and being subtended by a chord of south 80 degrees 30 minutes 13 seconds East a
distance of 8.01 feet); run thence South 44 degrees 29 minutes 39 seconds East a
distance of 79.30 feet to an iron pin; run thence South 45 degrees 23 minutes 00
seconds West a distance of 135.00 feet to an iron pin on the northeasterly right
of way of South Cobb Drive; run thence North 44 degrees 32 minutes 28 seconds
West along said right of way a distance of 170.31 feet to a concrete monument at
the intersection of the northeasterly right of way of South Cobb Drive with the
southeasterly right of way of Interstate Highway I-285 and the POINT OF
BEGINNING, containing 0.48 acres/21,091 square feet.

TOGETHER with a non-exclusive easement for ingress and egress and appurtenant
rights across the following described tract of land, as granted to Grantor
herein by Warranty Deed dated August 1, 1968, and recorded in Deed Book 1050
page 644, in the Office of the Clerk of Superior Court of Cobb County, Georgia:

BEGINNING at an iron pin on the northeasterly right of way of South Cobb Drive
170.31 feet southeasterly of the intersection of said right of way of South Cobb
Drive and the southeasterly right of way of Interstate Highway I-285; run thence
North 45 degrees 23 minutes 00 seconds East a distance of 135.00 feet to an iron
pin; run thence South 30 degrees 52 minutes 20 seconds West a distance of 139.50
feet to a concrete monument on the northeasterly right of way of South Cobb
Drive; run thence North 44 degrees 31 minutes 42 seconds West along said right
of way a distance of 34.96 feet to an iron pin and the POINT OF BEGINNING.



                                   EXHIBIT "A"

                                   SITE 776055
                        2040 SCENIC HWY N, SNELLVILLE GA
                               LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lot 40 of the 5th
District in the City of Snellville, Gwinnett County, Georgia, and being more
particularly described as follows:

BEGINNING at an iron pin on the easterly right-of-way of Georgia Highway No. 124
(having a 100-foot right-of-way) 299.90 feet from the southerly right of way of
Dogwood Drive; thence leaving said right of way South 67 degrees 59 minutes 08
seconds East, a distance of 344.36 feet to an iron pin found; run thence South
23 degrees 55 minutes 58 seconds West, a distance of 369.25 feet to an iron pin
found; run thence North 68 degrees 29 minutes 17 seconds West, a distance of
312.66 feet to an iron pin found located on the easterly right-of-way of Georgia
Highway No. 124; run thence along said right-of-way North 19 degrees 00 minutes
15 seconds East, a distance of 89.01 feet to a concrete monument found; thence
South 70 degrees 24 minutes 04 seconds East, a distance of 20.82 feet to a
concrete monument found; run thence North 18 degrees 48 minutes 58 seconds East,
a distance 20.32 feet to a concrete monument found; run thence North 70 degrees
45 minutes 05 seconds West, a distance of 20.65 feet to a concrete monument
found; run thence North 19 degrees 01 minute 26 seconds East, a distance of
263.09 feet to an iron pin found and POINT OF BEGINNING. Said tract containing
2.78 acres as shown on ALTA/ASCM Land Title Survey prepared by Landata Site
Services, Inc., dated April 10, 2003, as last revised February___, 2004

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Sanitary Sewer Easement from E. R. Snell Contractors, Inc. to James C.
Sims, dated November 15, 1989, filed for record May 15, 1990 and recorded in
Deed Book 6022, Page 350, Gwinnett County, Georgia records.

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Easement from James Simms to U-Haul International, dated September 28,
1998, filed for record December 8, 1998 and recorded in Deed Book 17310, Page 2,
aforesaid records.

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Sanitary Sewer Easement from Eastside Gardens of Snellville, L.L.C., a
Georgia limited liability company to Uhaul International, a Nevada Corp., dated
December 3, 1998, filed for record December 8, 1998 and recorded in Deed Book
17310, Page 3, aforesaid records.



TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Easement from James C. Sims to U-Haul International, dated March 3,
2000, filed for record March 6, 2000 and recorded in Deed Book 20132, Page 161,
aforesaid records.

TOGETHER WITH all rights, benefits, interests and easements granted in that
certain Easement from Eastside Gardens of Snellville, LLC to U-Haul
International, Inc., dated February 24, 2000, filed for record March 6, 2000 and
recorded in Deed Book 20132, Page 158, aforesaid records.

32651-GA-32 Site # 776055


                                     757026
                        11855 s. Cicero Avenue, Alsip IL
                         Exhibit "A" - Legal Description

THAT PART OF THE WEST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 22, TOWNSHIP 37 NORTH,
RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE SOUTH LINE OF
LOT 6 IN BLOCK 6 IN PERCY WILSON'S EAST VIEW PARK IN SAID SOUTHWEST 1/4, AND
LYING SOUTHWEST OF THE RIGHT OF WAY OF THE BALTIMORE AND OHIO, CHICAGO TERMINAL
RAILROAD (FORMERLY THE CHICAGO AND CALUMET TERMINAL RAILROAD), AND EAST OF THE
LANDS TAKEN BY THE STATE OF ILLINOIS FOR THE CICERO AVENUE GRADE SEPARATION
DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTH LINE OF 119TH STREET, WHICH IS A
LINE DRAWN 50 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST
1/4, AS DEDICATED IN SAID PERCY WILSON'S EAST VIEW PARK, AND THE EAST LINE OF A
20 FOOT PUBLIC ALLEY IN BLOCK 8 OF SAID PERCY WILSON'S EAST VIEW PARK; THENCE
NORTH ALONG SAID EAST LINE, TO THE SOUTH LINE OF A 20 FOOT PUBLIC ALLEY IN SAID
BLOCK 8; THENCE EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 29.96 FEET, TO A
POINT ON THE EAST LINE OF LOT 36 IN SAID BLOCK 8, AND ITS EXTENSION TO THE
SOUTH; THENCE NORTH, ALONG SAID EAST LINE, TO THE SOUTH LINE OF 118TH PLACE,
OR THE NORTH LINE OF SAID BLOCK 8; THENCE EAST ALONG SAID LINE, A DISTANCE OF
29.98 FEET, TO THE EAST LINE OF LOTS 12 AND 18 AND THEIR EXTENSIONS TO THE SOUTH
AND NORTH, IN BLOCK 7 OF SAID PERCY WILSON'S EAST VIEW PARK; THENCE NORTH ALONG
SAID LINE, TO THE SOUTH LINE OF AFORESAID LOT 6 IN BLOCK 6; EXCEPT THE SOUTH 50
FEET OF SAID SOUTHWEST 1/4, TAKEN OR DEDICATED FOR THE OPENING OF 119TH
STREET; AND EXCEPT THE 10 FOOT STRIP OF LAND LYING SOUTHWESTERLY OF AND
ADJOINING THE ORIGINAL 66 FOOT WIDE RIGHT OF WAY OF THE BALTIMORE AND OHIO,
CHICAGO TERMINAL RAILROAD, IN COOK COUNTY, ILLINOIS.

32651-IL-33
Property ID # 757026

      757031
File No.: CC32763

LEGAL DESCRIPTION:

PARCEL 1:

ALL THAT PART OF SECTIONS 3 AND 10, TOWNSHIP 43 NORTH, RANGE 8 EAST OP THE THIRD
PRINCIPAL MERIDIAN, LYING EASTERLY OF THE EASTERLY RIGHT OF WAY LINE OF STATE
ROUTE 31, SOUTHERLY OF THE SOUTHERLY RIGHT OF WAY LINE OF THE CHICAGO AND NORTH
WESTERN RAILROAD, WESTERLY OF THE CENTER LINE OF SANDS ROAD, NORTHERLY OF THE
NORTHERLY RIGHT OF WAY LINE OF U.S. ROUTE 14 AND EASTERLY OF THE EASTERLY RIGHT
OF WAY LINE OF THE RAMP CONNECTING STATE ROUTE 31 WITH U.S. ROUTE 14 (EXCEPT THE
EAST 660 FEET, AS MEASURED AT RIGHT ANGLES TO THE EAST LINE THEREOF; ALSO
EXCEPTING THAT PART CONVEYED TO STATE OF ILLINOIS FOR STATE ROUTE 31 (F.A. 54),
BY WARRANTY DEED FROM DODGE INCORPORATED, RECORDED SEPTEMBER 2, 1970, AS
DOCUMENT NUMBER 529742; ALSO EXCEPTING THAT PART TAKEN BY THE STATE OF ILLINOIS,
DEPARTMENT OF TRANSPORTATION, IN FINAL JUDGMENT ORDER FILED JULY 21, 1998 IN MC
HENRY COUNTY CIRCUIT COURT AS CASE NO. 97-ED-10), IN MC HENRY COUNTY, ILLINOIS.

EXCEPT THAT PART OF THE SOUTHEAST QUARTER OF SECTION 3, TOWNSHIP 43 NORTH, RANGE
8 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE
INTERSECTION OF THE EASTERLY RIGHT-OF-WAY LINE OF F.A.P. ROUTE 336 (ILLINOIS
STATE ROUTE 31) AS DEDICATED AND SHOWN ON DOCUMENT NUMBER 531554 RECORDED
OCTOBER 9, 1970 IN MC HENRY COUNTY, ILLINOIS AND THE SOUTHWESTERLY RIGHT-OF-WAY
LINE OF THE CHICAGO & NORTHWESTERN RAILWAY COMPANY; THENCE SOUTH 05 DEGREES 48
MINUTES 54 SECONDS WEST, 136.59 FEET (BEARINGS ASSUMED FOR DESCRIPTION PURPOSES
ONLY) ALONG SAID EASTERLY RIGHT-OF-WAY; THENCE SOUTH 14 DEGREES 10'37" WEST,
135.67 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 04 DEGREES 45 MINUTES 53
SECONDS WEST, 157.58 FEET; THENCE SOUTH 02 DEGREES 21 MINUTES 38 SECONDS WEST,
40.31 FEET; THENCE SOUTH 85 DEGREES 14 MINUTES 07 SECONDS WEST, 7.00 FEET;
THENCE SOUTH 02 DEGREES 21 MINUTES 38 SECONDS EAST, 66.60 FEET TO THE EASTERLY
RIGHT-OF-WAY LINE OF SAID F.A.P. 336; THENCE NORTH 03 DEGREES 46 MINUTES 10
SECONDS WEST, 232.50 FEET ALONG SAID EASTERLY RIGHT-OF-WAY; THENCE NORTH 14
DEGREES 10 MINUTES 37 SECONDS EAST, 33.46 FEET ALONG SAID EASTERLY RIGHT-OF-WAY
TO THE POINT OF BEGINNING; AND ALSO;

EXCEPT ANY AND ALL RIGHT OF ACCESS, INGRESS OR EGRESS OVER, UNDER OR ACROSS THE
FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE SOUTHEAST QUARTER OF
SECTION 3, TOWNSHIP 43 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN SAID
POINT BEING AT THE INTERSECTION OF THE EASTERLY RIGHT-OF-WAY LINE OF F.A.P.
ROUTE 336 (ILLINOIS STATE ROUTE 31) AS DEDICATED AND SHOWN ON DOCUMENT NUMBER
531554 RECORDED OCTOBER 9, 1970, AND THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF THE
CHICAGO AND NORTHWESTERN RAILWAY COMPANY; THENCE


SOUTH 05 DEGREES 48 MINUTES 54 SECONDS WEST, 136.59 FEET (BEARINGS ASSUMED FOR
DESCRIPTION PURPOSES ONLY) ALONG SAID EASTERLY RIGHT-OF-WAY; THENCE SOUTH 14
DEGREES 10 MINUTES 37 SECONDS WEST, 135.67 FEET ALONG SAID EASTERLY RIGHT OF
WAY; THENCE SOUTH 04 DEGREES 45 MINUTES 53 SECONDS WEST, 157.58 FEET; THENCE
SOUTH 02 DEGREES 21 MINUTES 38 SECONDS WEST, 40.31 FEET; THENCE SOUTH 85 DEGREES
14 MINUTES 07 SECONDS WEST, 7.00 FEET; THENCE SOUTH 02 DEGREES 16 MINUTES 05
SECONDS EAST, 66.60 FEET; THENCE SOUTH 03 DEGREES 46 MINUTES 10 SECONDS EAST,
7.49 FEET ALONG THE EASTERLY RIGHT-OF-WAY LINE AS SHOWN ON DOCUMENT NO. 531554;
THENCE SOUTHEASTERLY 217.80 FEET ALONG THE RIGHT-OF-WAY LINE AS DEDICATED AND
SHOWN BY DOCUMENT NO. 26667, RECORDED JUNE 19, 1953, BEING ON A CURVE TO THE
LEFT, HAVING A RADIUS OF 252.30 FEET, THE CHORD OF SAID CURVE BEARS SOUTH 39
DEGREES 31'00" EAST 211.10 FEET; THENCE SOUTH 64 DEGREES 16 MINUTES 16 SECONDS
EAST, 73.13 FEET ALONG SAID RIGHT-OF-WAY; THENCE SOUTHEASTERLY, 110.06 FEET
ALONG SAID RIGHT-OF-WAY BEING ON A CURVE TO THE RIGHT HAVING A RADIUS OF 350.33
FEET, THE CHORD OF SAID CURVE BEARS SOUTH 55 DEGREES 16 MINUTES 12 SECONDS EAST,
109.61 FEET; THENCE SOUTH 46 DEGREES 16 MINUTES 12 SECONDS EAST, 349.92 FEET
ALONG SAID RIGHT-OF-WAY TO THE TERMINUS OF ACCESS CONTROL, ALL IN MC HENRY
COUNTY, ILLINOIS.

PARCEL 2:

EASEMENT FOR DRIVEWAY FOR INGRESS AND EGRESS FOR THE BENEFIT OF PARCEL 1, AS
CREATED BY THE AGREEMENT RECORDED APRIL 7, 1960 AS DOCUMENT NUMBER 368037 AS
AMENDED BY INSTRUMENT RECORDED FEBRUARY 14, 1961 AS DOCUMENT NUMBER 381434
BETWEEN PIONEER TRUST AND SAVINGS BANK AS TRUSTEE UNDER TRUST NUMBER 6264 AND
PIONEER TRUST AND SAVINGS BANK AS TRUSTEE UNDER TRUST NUMBER 8394, FROM THE
DIVISION LINE BETWEEN THE EAST 660 FEET OF ALL THAT PART OF SECTIONS 3 AND 10,
TOWNSHIP 43 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY
OF THE EASTERLY RIGHT OF WAY LINE OF STATE ROUTE 31, SOUTHERLY OF THE SOUTHERLY
RIGHT OF WAY LINE OF THE CHICAGO AND NORTH WESTERN RAILROAD, WESTERLY OF THE
CENTER LINE OF SANDS ROAD, NORTHERLY OF THE NORTHERLY RIGHT OF WAY LINE OF U.S.
ROUTE 14 AND EASTERLY OF THE EASTERLY RIGHT OF WAY LINE OF THE RAMP CONNECTING
STATE ROUTE 31 WITH U.S. ROUTE 14, AND ALL THAT PART OF SECTIONS 3 AND 10,
TOWNSHIP 43 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY
OF THE EASTERLY RIGHT OF WAY LINE OF STATE ROUTE 31, SOUTHERLY OF THE SOUTHERLY
RIGHT OF WAY LINE OF THE CHICAGO AND NORTH WESTERN RAILROAD, WESTERLY OF THE
CENTER LINE OF SANDS ROAD, NORTHERLY OF THE NORTHERLY RIGHT OF WAY LINE OF U.S.
ROUTE 14 (EXCEPTING THE EAST 660 FEET, AS MEASURED AT RIGHT ANGLES TO THE EAST
LINE THEREOF) AND THEN EXTENDING EAST ACROSS THE EAST 660 FEET AFORESAID TO
SANDS ROAD, SAID DRIVEWAY APPROXIMATELY 30 FEET IN WIDTH AND HAVING ITS
SOUTHERLY LINE 20 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID EAST 660
FEET, IN MC HENRY COUNTY, ILLINOIS.


      739050
File No.: CC14525

LEGAL DESCRIPTION:

LOT 1 IN U-HAUL CENTER OF AURORA SUBDIVISION, BEING A SUBDIVISION IN THE
NORTHEAST 1/4 OF SECTION 28 TOWNSHIP 38 NORTH RANGE 9 EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 19, 2001 AS
DOCUMENT R2001-148206, IN DUPAGE COUNTY ILLINOIS.


     757053
File No.: CC21594

LEGAL DESCRIPTIONS

THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21, TOWNSHIP 37 NORTH,
RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, EXCEPTING THEREFROM THE FOLLOWING
DESCRIBED FOUR PARCELS: THE WEST 960.0 FEET OF THE NORTH 941.0 FEET OF THE
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21, AFORESAID; THE NORTH
908.0 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21,
AFORESAID, EXCEPT THE WEST 960.0 FEET; THE EAST 484 FEET OF THE SOUTH 180.0 FEET
OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21 AFORESAID; AND
THAT PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 21,
AFORESAID, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EAST LINE OF SAID
NORTHEAST QUARTER, DISTANT SOUTH 01 DEGREES 53 MINUTES 59 SECONDS EAST (ASSUMED
BEARING), 908.05 FEET FROM THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID
SECTION 21; THENCE CONTINUING SOUTH 01 DEGREES 53 MINUTES 59 SECONDS EAST ALONG
SAID EAST LINE, 233.88 FEET TO THE NORTH LINE OF THE SOUTH 180.0 FEET OF THE
EAST 484.0 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID
SECTION 21; THENCE SOUTH 88 DEGREES 41 MINUTES 40 SECONDS WEST ALONG SAID NORTH
LINE, 83.45 FEET; THENCE NORTH 01 DEGREES 53 MINUTES 06 SECONDS WEST, 95.87
FEET; THENCE NORTH 00 DEGREES 58 MINUTES 38 SECONDS EAST, 100.12 FEET; THENCE
NORTH 01 DEGREES 53 MINUTES 06 SECONDS WEST, 37.94 FEET TO THE SOUTH LINE OF THE
NORTH 908.0 FEET OF THE NORTHEAST QUARTER OF SAID NORTHEAST QUARTER; THENCE
NORTH 88 DEGREES 41 MINUTES 03 SECONDS EAST ALONG SAID SOUTH LINE, 78.39 FEET TO
THE POINT OF BEGINNING, ALL IN WILL COUNTY, ILLINOIS.



                                   Site 759051
                       1650 w 81ST Avenue, Merrillville IN
                         Exhibit "A" -Legal Description

Situated in the State of Indiana, in the County of Lake and the Town of
Merrillville:

Parcel I

Part of the South Half of the Southeast Quarter of the Northeast Quarter of
Section 20, Township 35 North, Range 8 West of the 2nd P.M. described as:
Commencing at a point on the North line of State Road No. 30, which is 12 rods
West of the East line of said tract and running thence North 661.32 feet, more
or less, to the North line of said tract; thence West 66 feet; thence South
661.32 feet, more or less, to the North line of said State Road No. 30; thence
East 66 feet to the Place of Beginning, in Lake County, Indiana.

Parcel II

Lot 2 of Metro Self Storage, Plat of P.U.D. Amendment to the Town of
Merrillville, Lake County, Indiana, as shown in Plat Book 79, page 26, in Lake
County, Indiana.

The above Parcel I and Parcel II have now been described by a Modernized
Perimeter Legal Description as prepared by Landata Site Services as File #2003-
04-0022 and F.S. Land Company as Project #LSLD032216, dated April 26, 2003 and
last revised March___, 2004, more particularly described as follows:

Beginning at an existing Dick at the Northeast Corner of Section 20, Township 35
North, Range 8 West of the Second Principal Meridian, Lake County, Indiana;
thence South 00 degrees 20 minutes 54 seconds West, 2037.63 feet to a point;
thence North 89 degrees 39 minutes 06 seconds West, 189.79 feet to the True
Point of Beginning, said point being South 0.57 feet, East 0.27 feet from an
existing 2 inch Iron Pipe; thence South 00 degrees 17 minutes 35 degrees East,
622.13 feet to a point on the North right-of-Way line of U.S. Highway No. 30
(A.K.A. West 81st Street), said point being South 1.09 feet from an existing 2
inch Iron Pipe; thence following said North Right-of-Way North 89 degrees 12
minutes 54 seconds West, 65.80 feet to a point, said point being North 0.17
feet, and West 0.24 feet from an existing Iron Pipe; thence leaving said
Right-of-Way line, and following the East line of an existing 40 foot Frontage
Road North 00 degrees 01 minutes 45 seconds West, 40.00 feet to a set #5 Rebar;
thence following the South line of said 40 foot Frontage Road North 89 degrees
12 minutes 45 seconds West, 149.71 feet to an existing Rebar; thence leaving the
North line of said 40 foot Frontage Road North 00 degrees 00 minutes 08 seconds
West, 418.22 feet to a set #5 Rebar; thence North 89 degrees 39 minutes 48
seconds West, 352.71 feet to a point, said point being South 0.15



feet and East 0.26 feet from an existing Rebar; thence North 00 degrees 00
minutes 00 seconds West, 162.33 feet to a set #5 Rebar; thence South 89 degrees
39 minutes 06 seconds East, 565.14 feet to the True Point of Beginning.

32651-IN-37 Site # 759051


                                   Site 734032
                         9250 Marshall Drive, Lenexa KS
                         Exhibit "A" - Legal Description

TRACT I:

COMMENCING AT THE NORTHWEST CORNER OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF THE
SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 12 SOUTH, RANGE 24 EAST, IN THE CITY OF
LENEXA, JOHNSON COUNTY, KANSAS; THENCE SOUTH 0 DEGREES 16' 20" EAST A DISTANCE
OF 538.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 0 DEGREES
16' 20" EAST A DISTANCE OF 159.70 FEET TO A POINT; THENCE SOUTH 89 DEGREES 43'
40" EAST A DISTANCE OF 0.92 FEET TO A POINT; THENCE SOUTH 0 DEGREES 16' 20" EAST
A DISTANCE OF 29.31 FEET TO A POINT; THENCE SOUTH 7 DEGREES 25' 30" EAST A
DISTANCE OF 47.30 FEET TO THE POINT OF BEGINNING OF A CURVE TO THE LEFT; THENCE
ON SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 2 DEGREES 49' 01" A RADIUS
OF 592.29 FEET AND A LENGTH OF 29.12 FEET TO A POINT OF REVERSED CURVATURE;
THENCE FROM SAID POINT OF REVERSED CURVATURE; ON A CURVE TO THE RIGHT, SAID
CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 7 DEGREES 04' 19" A RADIUS OF
614.29 FEET AND A LENGTH OF 75.82 FEET TO A POINT; THENCE NORTH 89 DEGREES 47'
30" EAST, A DISTANCE OF 238.52 FEET TO A POINT; THENCE SOUTH 53 DEGREES 23' 50"
EAST A DISTANCE OF 201.74 FEET TO A POINT IN THE WESTERLY RIGHT OF WAY LINE OF
INTERSTATE HIGHWAY 35; THENCE NORTH 36 DEGREES 36' 10" EAST ALONG THE SAID
WESTERLY RIGHT OF WAY LINE A DISTANCE OF 240.00 FEET TO A POINT; THENCE NORTH 53
DEGREES 23' 50" WEST A DISTANCE OF 448.50 FEET TO A POINT; THENCE SOUTH 89
DEGREES 47' 30" WEST A DISTANCE OF 204.77 FEET TO THE TRUE POINT OF BEGINNING,
EXCEPT THAT PART IN STREETS AND ROADS.

TRACT II:

COMMENCING AT THE NORTHWEST CORNER OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF THE
SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 12 SOUTH, RANGE 24 EAST, IN THE CITY OF
LENEXA, JOHNSON COUNTY, KANSAS; THENCE SOUTH 0 DEGREES 16' 20" EAST A DISTANCE
OF 538.48 FEET TO A POINT; THENCE NORTH 89 DEGREES 47' 30" EAST A DISTANCE OF
204.77 FEET TO A POINT; THENCE SOUTH 53 DEGREES 23' 50" EAST A DISTANCE OF 86.50
FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 53 DEGREES 23' 50"
EAST A DISTANCE OF 362.00 FEET TO A POINT IN THE WESTERLY RIGHT OF WAY OF
INTERSTATE HIGHWAY 35; THENCE NORTH 36 DEGREES 36' 10" EAST ALONG THE SAID
WESTERLY RIGHT OF WAY OF INTERSTATE HIGHWAY 35, A DISTANCE OF 34.00 FEET TO A
POINT; THENCE NORTH 53 DEGREES 23' 50" WEST A DISTANCE OF 362.00 FEET TO A
POINT; THENCE SOUTH 36036' 10" WEST A DISTANCE OF 34.00 FEET TO THE TRUE POINT
OF BEGINNING, EXCEPT THAT PART IN STREETS AND ROADS.

TRACT III:

A TRACT OF LAND IN THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 34,
TOWNSHIP 12, RANGE 24, JOHNSON COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNING AS THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SECTION 34,
TOWNSHIP 12, RANGE 24 EAST; THENCE SOUTH 89 DEGREES 48' 20" WEST, ALONG THE
NORTH LINE OF THE


NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 34, 414.10 FEET TO A POINT;
THENCE SOUTH 0 DEGREES 16'20" EAST, 288.30 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 89 DEGREES 48'20" EAST, 34.00 FEET TO A POINT; THENCE SOUTH
0016'20" EAST 217.13 FEET TO A POINT; THENCE SOUTH 53 DEGREES 23'50" EAST,
406.00 FEET TO A POINT ON THE WESTERLY RIGHT- OF-WAY LINE OF INTERSTATE HIGHWAY
35; THENCE SOUTH 36 DEGREES 36'10" WEST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF
INTERSTATE HIGHWAY 35, 39.00 FEET TO A POINT; THENCE NORTH 53 DEGREES 23'50'
WEST, 419.25 FEET TO A POINT; THENCE NORTH 0 DEGREES 16'20" EAST, 240.43 FEET TO
THE TRUE POINT OF BEGINNING, EXCEPT THAT PART IN STREETS OR ROADS.

TRACT IV: (ACCESS EASEMENT)

EASEMENT FOR THE BENEFIT OF TRACT I AS CREATED BY EASEMENT AGREEMENT DATED JULY
3,1984, AND RECORDED ON JULY 9,1984 IN VOLUME 2033, PAGE 274 FOR AN ADDITIONAL
PARKING AREA, OVER, UNDER AND ACROSS THE LAND DESCRIBED AS FOLLOWS:

ALL THAT PART OF THE NW 1/4 OF THE SE 1/4 OF SECTION 34, TOWNSHIP 12, RANGE 24,
NOW IN THE CITY OF LENEXA, JOHNSON COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED
AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NW 1/4 OF THE SE 1/4 OF
SAID SECTION 34; THENCE S 89 DEGREES 48' 20" W, ALONG THE NORTH LINE OF THE NW
1/4 OF THE SE 1/4 OF SAID SECTION 34, A DISTANCE OF 662.67 FEET, TO THE
NORTHWEST CORNER OF THE E 1/2 OF THE NW 1/4 OF THE SE 1/4 OF SAID SECTION 34;
THENCE S 0 DEGREES 16' 20" E, ALONG THE WEST LINE OF THE E 1/2 OF THE NW 1/4 OF
THE SE 1/4 OF SAID SECTION 34; A DISTANCE OF 508.48 FEET, TO THE TRUE POINT OF
BEGINNING OF SUBJECT TRACT; THENCE CONTINUING S 0 DEGREES 16' 20" E, ALONG THE
WEST LINE OF THE E 1/2 OF THE NW 1/4 OF THE SE 1/4 OF SAID SECTION 34, A
DISTANCE OF 30 FEET; THENCE N 89 DEGREES 47' 30" E, A DISTANCE OF 204.77 FEET;
THENCE S 53 DEGREES 23' 20" E, A DISTANCE OF 86.50 FEET; THENCE N 36 DEGREES
36' 10" E, A DISTANCE OF 34 FEET; THENCE N 53 DEGREES 23' 20" W, A DISTANCE OF
57.25 FEET; THENCE N 0 DEGREES 16' 20" W, A DISTANCE OF 20.31 FEET; THENCE S 89
DEGREES 47' 30" W, A DISTANCE OF 248.57 FEET, TO THE POINT OF BEGINNING OF
SUBJECT TRACT. SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS SET FORTH IN SAID
INSTRUMENT.

32651-KS-38 Site # 734032


                                     884057
                      4100 Barksdale Blvd. Bossier City, LA
                         Exhibit "A" - Legal Description

LOT 11, PLANTATION PLAZA, SUBDIVISION, UNIT 2, AS PER PLAT THEREOF RECORDED IN
BOOK 583, PAGE 319 OF THE CONVEYANCE RECORDS OF BOSSIER PARISH, LOUISIANA,
TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS LOCATED THEREON, HAVING A MUNICIPAL
ADDRESS OF 4100 BARKSDALE BOULEVARD, #108, BOSSIER CITY, LOUISIANA 71112 AND ALL
BENEFICIAL RIGHTS AS SET FORTH IN THOSE CERTAIN LAND USE RESTRICTIONS RECORDED
UNDER REGISTRY NUMBER 361039 AS AMENDED PER DOCUMENT RECORDED UNDER REGISTRY
NUMBER 390586, AND AS PER PARTY WALL AGREEMENT RECORDED UNDER REGISTRY NUMBER
368673, RECORDS OF BOSSIER PARISH, LOUISIANA.

32651-LA-39 Site # 884057


                                    EXHIBIT A

A certain piece of properly located in Chicopee, Massachusetts, Hampden County,
being shown on a plan of land entitled "Plan of Land in Chicopee,
Massachusetts", prepared for BMO Global Capital Solutions, Inc., prepared by
Huntley Associates, P.C., dated March 16, 2004, recorded in Plan Book 332. Page
39, with the Hampden County Registry of Deeds, bounded and described as follows:

      DESCRIPTION OF PARCEL
      BEGINNING AT A POINT AT THE INTERSECTION OF THE EASTERLY LINE OF GRANBY
      ROAD WITH THE SOUTHERLY LINE OF BAY STATE ROAD;

      THENCE, RUNNING N 82 DEGREES 34'56"E ALONG THE SOUTHERLY LINE OF BAY STATE
      ROAD A DISTANCE OF 4.00 FEET TO A POINT; THENCE, RUNNING S07 DEGREES
      25'04"E ALONG LAND NOW OR FORMERLY OF ROBERT P. DOYLE JR. A DISTANCE OF
      98.31 FEET TO A POINT;

      THENCE, RUNNING N 83 DEGREES 32'56"E ALONG LAND NOW OR FORMERLY OF SAID
      DOYLE A DISTANCE OF 122.88 FEET TO A POINT; THENCE, RUNNING S 25'04"E
      ALONG LAND NOW OR FORMERLY OF DAVID C. TRUDELL A DISTANCE OF 15.68 FEET TO
      A POINT; THENCE, RUNNING N84 DEGREES 19'07"E ALONG LAND NOW OR FORMERLY OF
      SAID TRUDELL A DISTANCE OF 81.02 FEET TO A POINT; THENCE, RUNNING S08
      DEGREES 07'42"E ALONG THE WESTERLY LINE OF MONTGOMERY STREE A DISTANCE OF
      248.67 FEET TO A POINT; THENCE, RUNNING S84 DEGREES 34'36"W ALONG LAND NOW
      OR FORMERLY Or GLS LEASCO, INC. A DISTANCE OF 238.22 FEET TO A POINT;
      THENCE, RUNNING N 04 DEGREES 04'24"W ALONG LAND NOW OR FORMERLY OU GLS
      LEASCO, INC A DISTANCE OF 226.51 FEET TO A POINT; A DISTANCE OF 226.51
      FEET TO A POINT; THENCE, RUNNING N35 DEGREES 54'39"E ALONG THE EASTERLY
      LINE OF GRANBY ROAD A DISTANCE OF 279.63 FEET TO THE POINT OF BEGINNING.


796036
                                    EXHIBIT A
                                 (Descriptions)

All those certain parcels of land with the buildings thereon situated at
Washington Street, in the City/Town of Stoughton, County of Norfolk, State of
Massachusetts, and more particularly described

TRACT 1

   Parcel A

   That certain parcel of land with the buildings thereon, situated at 224
   Washington Street in Stoughton, Norfolk County, Massachusetts, and severally
   bounded and described as follows:

   The land in said Stoughton, with the buildings thereon, on the easterly side
   of Washington Street and being shown as the parcel marked "Land of Tarchara,
   (Bernard G., Cardine S.Y" on a plan entitled "Plan of Land in Stoughton Owned
   by Bernard G. and Cardine S. Tarchara" surveyed by I. J. McCann in 1954, said
   plan recorded with Norfolk Deeds Plan No. 386 of 1955 in Book 3356, Page
   194, and according to said plan bounded and described as follows:

   WESTERLY     by Washington Street, 99.00 feet;

   NORTHERLY    by land now or formerly of one Raymond. 508.00 feet;

   EASTERLY     by Lot A as shown on said plan, 99.00 feet;

   SOUTHERLY    by land now or formerly of one Adams and in part by Lot B, as
                shown on said plan, a total distance of 508.00 feet.

   Being the same land conveyed by deed dated June 1,1977 and recorded with
   Norfolk Deeds in Book 5338, Page 286.

   Parcel B

   That certain parcel of land and buildings thereon and numbered 232 Washington
   Street, Stoughton, Massachusetts bounded and described as follows:

   Beginning at a comer of land of Bernard G. and Cardina Tarchara and running:

   EASTERLY     by said Tarachara land 500 feet to a corner, thence

   SOUTHERLY    by land of John Gomes 60 feet; thence

   WESTERLY     by land of Manuel and Sabastian Gomez, Joseph M. and Ruth L.
                Gomes, Gordon Henry Lewis, Jr. and Valerie C. Lewis and Will H.
                and Victor Dino 500 feet to said Washington Street; thence

   NORTHERLY    by said Washington Street to the point of beginning, 60 feet.



TRACT 11

   Parcel A

   The land in said Stoughton on the Easterly line of said Washington Street and
   bounded:

   Beginning on said Washington Street at a stake in the Northerly line of a
   private way 40 feet wide, recently laid out by James Lonergan thence running

   EASTERLY by said private way one hundred and sixty (160) feet to remaining
   lands of James Lonergan thence

   NORTHERLY by James Lonergan's land by a line parallel with Washington Street
   sixty (60) feet to a stake thence

   WESTERLY by the homestead lot of James Lonergan by a line parallel with the
   first course one hundred and sixty (160) feet to a Make at Washington Street
   thence

   SOUTHERLY by said street sixty (60) feet to a point of beginning.

   Parcel B

   The land in Stoughton, Norfolk County, Massachusetts being number 240 in the
   numbering of Washington Street, bounded and described as follows:

      WESTERLY by Washington Street one hundred seven and 00/100 (107) feet more
      or less;

      NORTHERLY by land now or formerly of Abren three hundred thirty-nine and
      50/100 (339,50) feet;

      EASTERLY by Lot 1 as shown on a plan hereinafter mentioned one hundred
      sixty-nine and 00/100 (169) feet;

      SOUTHERLY by Charles Avenue one hundred seventy-one and 55/100 (171.55)
      feet;

      WESTERLY by land now or formerly of Lonergan sixty and 00/100 (60) feet;
      SOUTHERLY by said land now or formerly of Lonergan one hundred sixty and
      00/100 (160) Feet.

      Said premises are shown on a plan entitled "Plan of House lots belonging
      to Charles Adams" dated October 17.1926, Walter G. Pratt, Surveyor, filed
      with Norfolk Registry of Deeds at the end of Book 1728.



For title to Parcel I see deed dated August 28, 1978, recorded in Book 5508,
Page 330 and deed dated August 29, 1978, recorded in Book 5508, Page 331 and by
deed dated June 1, 1977 and recorded with Norfolk Deeds in Book 5338, Page 286.

For title to Parcel II see deed dated March 21, 1989 and recorded in Book 8269,
Page 736.

Note: Recorded instruments referred to herein are recorded with Norfolk County
Registry of Deeds.

Also described as:

BEGINNING AT A POINT, said point is the intersection of the easterly sideline of
Washington Street and the northerly sideline of Charles Avenue; thence

N 01 degrees 41' 00" E   Three hundred twenty-five and 17/100 (325.17) feet by
                         said easterly sideline of Washington Street to a point;
                         thence

S 88 degrees 17' 11" E   Five hundred seven and 45/100 (507.45) feet by land now
                         or formerly trustees of Yung-Lau Realty Trust; thence

S 01 degrees 20' 09" W   Ninety-nine and 00/100 (99.00) feet to a point; thence

N 88 degrees 17' 11" W   Eight and 00/100 (8.00)feet to a point; thence

S 02 degrees 14' 12" W   Sixty and 00/100 (60.00) feet to a point, the last
                         three (3) courses being by land now or formerly the
                         Gomes Family Trust; thence

N 88 degrees 31' 51" W   One hundred sixty and 50/100 (160.50) feet by land now
                         or formerly Scott and Barbara. Hersee, by land now or
                         formerly Andrea L. Geroux and by land now or formerly
                         Denise Brahm to a point; thence

S 04 degrees 12' 18" W   One hundred sixty-nine and 00/100 (169.00) feet by land
                         now or formerly Denise M. Brahm to a point; thence

N 87 degrees 42' 26" W   Three hundred thirty-one and 55/100 (331.55) feet by
                         said northerly sideline of Charles Avenue to the POINT
                         OF BEGINNING.



                                   Site 818034
                      8671 Central Avenue, Capital Hts, MD
                         Exhibit "A" - Legal Description

All that lot or parcel of land located in the 13th Election District of Prince
George's County, Maryland and described as follows:

Part of Parcel "A" in a Subdivision known as "Hampton Park": as per plat thereof
recorded in Plat Book W.W.W. 74 at Plat 5 among the Land Records of Prince
George's County, Maryland, being more particularly described as follows:

BEGINNING at a point on the southerly right of way line of Central Avenue,
Maryland Route #214, said point being a corner to R.H. and Anne and Amy Bryant,
et al., Map 74 Parcel 10 said point being an iron pipe set North 82 degrees
54'20" East 44.60 feet from a nail found at the corner with Parcel "K" HAMPTON
PARK, RECORDED IN Plat Book No. 94, Plat 13, said point being the point of
beginning of the herein described parcel.

1.    thence with said right of way line of Central Avenue N 82 degrees 54'
20" E 207.97 feet to a point.

2.    thence N 87 degrees 44' 29" E 82.32 feet to a point being a corner with
Parcel "Q", HAMPTON PARK, Plat Book 102, Plat No. 69, said point being S
07 degrees 05' 40" E 6.94 feet from a rebar found

3.    thence departing said right of way line of Central Avenue and running with
the line of Parcel "Q", S 07 degrees 05' 40" E. 503.06 feet to an iron pipe
found

4.    thence continuing with the line of Parcel "Q" and further with the line of
R.H. and Ann and Amy Bryant, et al., Map 74 Parcel 10, S 82 degrees 54' 20" W
290.00 feet to an iron pipe found

5.    thence N 07 degrees 05' 40" W 510.00 feet to the point of beginning and
containing 3.3888 acres more or less.



                                   Site 729051
                        6895 151st St W, Apple Valley MN
                         Exhibit "A" - Legal Description

Lot 1, Block 1, U Haul Apple Valley Addition, according to the recorded plat
filed as October 26, 2000, as Document Number 1727253, Dakota County,
Minnesota.

32651-MN-43


                                     736054
                          2000 Highway K, O'Fallon MO
                         Exhibit "A" - Legal Description

A TRACT OF LAND BEING ALL OF TRACT B OF "K C CENTER", A SUBDIVISION ACCORDING TO
THE PLAT THEREOF RECORDED IN PLAT BOOK 35 PAGE 104 OF THE ST. CHARLES COUNTY
RECORDS, ALSO BEING PART OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 33,
TOWNSHIP 47 NORTH, RANGE 3 EAST OF THE FIFTH PRINCIPAL MERIDIAN, ST. CHARLES
COUNTY, MISSOURI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF LOT 19 OF "WINDING WOODS PLAT ONE", A
SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 31 PAGE 249 OF
THE ST. CHARLES COUNTY RECORDS, SAID POINT BEING ALSO THE NORTHEAST CORNER OF
PROPERTY CONVEYED TO KNIGHTS OF COLUMBUS ASSOCIATION OF O'FALLON, MISSOURI BY
DEED RECORDED IN BOOK 783 PAGE 1337 OF THE ST. CHARLES COUNTY RECORDS THENCE
SOUTHWARDLY ALONG THE EAST LINE OF SAID KNIGHTS OF COLUMBUS PROPERTY SOUTH 00
DEGREES 03' 30" EAST 150.00 FEET TO THE ACTUAL POINT OF BEGINNING OF THE
DESCRIPTION HEREIN; THENCE CONTINUING ALONG SAID EAST LINE OF THE KNIGHTS OF
COLUMBUS PROPERTY SOUTH 00 DEGREES 03' 30" EAST 208.37 FEET TO THE NORTHEAST
CORNER OF PROPERTY CONVEYED TO MARK AND DIANE KEEVEN AND GREGORY AND PAULA
KEEVEN BY DEED RECORDED IN BOOK 1693 PAGE 1421 OF THE ST. CHARLES COUNTY
RECORDS; THENCE WESTWARDLY ALONG THE NORTH LINE OF SAID KEEVEN PROPERTY, AND THE
EXTENSION THEREOF SOUTH 45 DEGREES 27' 15" WEST 21.02 FEET; AND NORTH 89 DEGREES
02' 00" WEST 421.47 FEET TO A POINT IN THE EAST LINE OF MISSOURI STATE HIGHWAY
K, SAID POINT BEING 64.49 FEET PERPENDICULARLY DISTANT EAST OF MISSOURI STATE
HIGHWAY K CENTERLINE STATION 69+05.14, THENCE ALONG THE SAID EAST RIGHT OF WAY
LINE OF MISSOURI STATE HIGHWAY K, NORTH 05 DEGREES 38' 20" EAST 105.66 FEET TO A
POINT BEING 75.00 FEET PERPENDICULARLY DISTANT EAST OF MISSOURI STATE HIGHWAY K
CENTERLINE STATION 68+00 THENCE CONTINUING ALONG SAID EAST RIGHT OF WAY LINE
BEING 75.00 FEET PERPENDICULARLY DISTANT EAST OF AND PARALLEL TO THE SAID
CENTERLINE OF MISSOURI STATE HIGHWAY K, NORTH 00 DEGREES 04' 18" WEST 118.05
FEET TO A POINT; THENCE LEAVING SAID EAST RIGHT OF WAY LINE, SOUTH 89 DEGREES
02' 00" EAST 426.01 FEET TO THE POINT OF BEGINNING.

Parcel ID: 2-061-8004-00-000B

TOGETHER WITH EASEMENT FOR INGRESS AND EGRESS RECORDED IN BOOK 2089, PAGE 746.

Property address: 2000 Highway K.


32651-M0-44
Property ID # 736054


                                     736051
                      3990 N. Service Road, St. Peters, MO
                         Exhibit "A" - Legal Description

Lot 1 of Ehlmann North Service Road Commercial, as per plat recorded in plat
book 35 page 261 and plat book 36 page 127 of the St. Charles County Records.

Property address: 3990 N. Service Road


32651-MO-43
Property ID # 736051


                                     884024
                        1303 W. 7th St., Hattiesburg, MS
                         Exhibit "A" - Legal Description

A PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP
4 NORTH, RANGE 13 WEST, IN THE CITY OF HATTIESBURG, FORREST COUNTY, MISSISSIPPI,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID
NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, AND THENCE RUN WEST ON AND ALONG THE
CENTERLINE OF WEST 7th STREET AS PRESENTLY LOCATED IN THE CITY OF HATTIESBURG,
MISSISSIPPI, FOR 413.5 FEET, THENCE RUN NORTH FOR 25 FEET TO THE NORTH
RIGHT-OF-WAY LINE OF SAID WEST 7th STREET TO AND FOR THE POINT OF BEGINNING,
THENCE, FROM SAID POINT OF BEGINNING, RUN WEST ON AND ALONG SAID NORTH
RIGHT-OF-WAY LINE FOR 15 FEET, THENCE RUN 01 DEGREES 06 MINUTES EAST FOR 695
FEET, THENCE RUN EAST FOR 342.5 FEET, THENCE RUN SOUTH 01 DEGREES 06 MINUTES
WEST FOR 395 FEET, THENCE RUN WEST FOR 75 FEET, THENCE RUN NORTH 01 DEGREES 06
MINUTES EAST FOR 178.5 FEET, THENCE RUN WEST FOR 252.5 FEET, THENCE RUN SOUTH 01
DEGREES 06 MINUTES WEST FOR 478.5 FEET BACK TO THE POINT OF BEGINNING, TOGETHER
WITH ALL IMPROVEMENTS THEREON AND ALL APPURTENANCES THEREUNTO BELONGING,
EXPRESSLY INCLUDING, BUT WITHOUT LIMITATION, THE CERTAIN MINI WAREHOUSE THERE
LOCATED.
AND ALSO:
RECORD DESCRIPTION FOR TRACT 2: 2-028H-05-002.00
A PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP
4 NORTH, RANGE 13 WEST, IN THE CITY OF HATTIESBURG, FORREST COUNTY, MISSISSIPPI,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID
NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, AND THENCE RUN WEST ON AND ALONG THE
CENTERLINE OF WEST 7th STREET AS PRESENTLY LOCATED IN THE CITY OF HATTIESBURG,
MISSISSIPPI FOR 413.5 FEET, THENCE RUN NORTH FOR 25 FEET TO THE NORTH
RIGHT-OF-WAY LINE OF SAID WEST 7th STREET TO AND FOR THE POINT OF BEGINNING,
THENCE, FROM SAID POINT OF BEGINNING, RUN NORTH 01 DEGREES 06 MINUTES EAST FOR
478.5 FEET, THENCE RUN EAST FOR 252.5 FEET, THENCE RUN SOUTH 01 DEGREES 06
MINUTES WEST FOR 178.5 FEET, THENCE RUN WEST FOR 150.00 FEET, MORE OR LESS, TO A
POINT, THENCE RUN SOUTH FOR 300 FEET TO THE NORTH LINE OF AFORESAID WEST 7th
STREET, THENCE RUN WEST ALONG THE NORTH LINE OF SAID STREET FOR 102.5 FEET BACK
TO THE POINT OF BEGINNING, TOGETHER WITH ALL IMPROVEMENTS THEREON AND ALL
APPURTENANCES THEREUNTO BELONGING.
AND ALSO;
RECORD DESCRIPTION FOR TRACT 3: 2-028H-05-003.00
A PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP
4 NORTH RANGE 13 WEST, IN THE CITY OF HATTIESBURG, FORREST COUNTY, MISSISSIPPI,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID
NORTHEAST QUARTER OF THE SOUTHEAST QUARTER AND THENCE RUN NORTH FOR 325 FEET TO
AND FOR THE POINT OF BEGINNING, THENCE, FROM SAID POINT OF BEGINNING, RUN THENCE
WEST 86 FEET, THENCE RUN NORTH FOR 395 FEET, THENCE RUN EAST FOR 86 FEET, AND
THENCE RUN SOUTH 395 FEET BACK TO THE POINT OF BEGINNING TOGETHER WITH ALL
IMPROVEMENTS THEREON AND ALL APPURTENANCES THEREUNTO BELONGING, EXPRESSLY
INCLUDING, BUT WITHOUT LIMITATION, THE CERTAIN RIGHTS OF DIRECT INGRESS TO AND
EGRESS FROM SAID TRACT FROM AND TO WEST 7th STREET IN THE CITY OF HATTIESBURG,
MISSISSIPPI, ACROSS LANDS TO THE SOUTH OF THE TRACT, AS PROVIDED UNDER THE
CERTAIN WARRANTY DEED FROM C. F. NITSCHKE ETUX TO VANDER W. DAVIS ETUX, DATED
OCTOBER 14, 1940, AND RECORDED IN THE OFFICE OF THE CHANCERY CLERK OF FORREST
COUNTY, MISSISSIPPI, IN LAND DEED BOOK 62 AT PAGE 111.



                                     780022
                    3919 E. Franklin Blvd, Gastonia NC 28052
                         Exhibit "A" - Legal Description

Being all of Lot(s) 28-39, 77-79, Banks L. McArver property, as shown on map
recorded in Plat Book 3, Page 57, Gaston County Registry.

32651-NC-47
Property ID # 780022


                                   SITE 883046
                      8505 N. CRESCENT BLVD, PENNSAUKEN NJ
                         EXHIBIT "A" - LEGAL DESCRIPTION

ALL THAT CERTAIN lot or parcel of ground situate in the Township of Pennsauken,
County of Camden, State of New Jersey bounded and described as follows:

BEGINNING at a point located on the North right of way line of North Crescent
Boulevard (New Jersey State Highway 130) said point being situate South 65
degrees 52 minutes 00 seconds West a distance of 88.59 feet from a point located
at the intersection of the extended West right of way line of Hylton Road with
the aforementioned North right of way line of North Crescent Boulevard (New
Jersey State Highway 130);

THENCE from the place of beginning along the aforementioned North right of way
line of North Crescent Boulevard (New Jersey State Highway 130); South 65
degrees 52 minutes 00 seconds West for a distance of 187.90 feet to a point;
thence, North 24 degrees 41 minutes 20 seconds West for a distance of 326.70
feet to a point; thence North 65 degrees 52 minutes 00 seconds East for a
distance of 161.00 feet to a point; thence South 24 degrees 41 minutes 20
seconds East for a distance of 110.57 feet to a PK nail; thence North 65 degrees
52 minutes 00 seconds East for a distance of 221.01 feet to a point; thence
along the aforementioned West right of way line of Hylton Road, South 1 degree
26 minutes 27 seconds West for a distance of 147.04 feet to a point; thence
further along the same around a curve having an angle of 64 degrees 25 minutes
35 seconds a radius of 142.50 feet a tangent of 89.78 feet an arc of 160.23 feet
for a chord course of South 33 degrees 39 minutes 14 seconds West for a distance
of 151.93 feet to a point; thence still further along the same South 24 degrees
08 minutes 00 seconds East for a distance of 2.50 feet to the place of
beginning.

TOGETHER WITH the benefits in Sign Easement contained in Deed Book 4266 Page
423.

Being Tax Block 2107 Lot 10.

32651-NJ-48 Site # 883046


                                     724026
                       1401 RIO RANCHO BLVD, RIO RANCHO NM
                         EXHIBIT "A" - LEGAL DESCRIPTION

Tract F-1B1, Unit Sixteen, as the same is shown and designated on the plat
entitled "SUMMARY PLAT TRACT F-1B1, A REPLAT OF TRACT "F-1B" AND A PORTION OF
TRACT F, UNIT SIXTEEN, WITHIN PROJECTED SECTION 30, T.12N., R3E., N.M.P.M., CITY
OF RIO RANCHO, TOWN OF ALAMEDA GRANT, SANDOVAL COUNTY, NEW MEXICO", filed in the
Office of the County Clerk of Sandoval County, New Mexico, on June 17, 1996, in
Volume 3, Folio 1455-B (Rio Rancho Estates Plat Book No. 9, Page 33).

TOGETHER WITH easement rights as set forth in Declaration of Reciprocal
Easements, filed October 9, 1970, recorded in Book Misc. 25, Page 852, as
Document No. 35249, records of Sandoval County, New Mexico. Said Easement having
been amended by Amendment of Reciprocal Easement by Release filed January 21,
1987, recorded in Book Misc. 200, page 630 as Document No. 95443, records of
Sandoval County, New Mexico, and amended by Amendment of Reciprocal Easement by
Release filed January 21, 1987, recorded in Book Misc. 200, page 633 as Document
No. 95444, records of Sandoval County, New Mexico, and amended by Amendment of
Reciprocal Easement by Release filed January 21, 1987, recorded in Book Misc.
200, page 636 as Document No. 95445, records of Sandoval County, New Mexico.

32651-NM-49
Property ID # 724026


                                   Site 838058
                       1098 Stephanie Place, Henderson NV
                         Exhibit "A" - Legal Description

A TRACT OF LAND BEING A PORTION OF SECTION 34, TOWNSHIP 21 SOUTH, RANGE 62 EAST,
M.D.B. & M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF THE
NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 34; THENCE SOUTH 89 DEGREES 23'21"
EAST ALONG THE NORTH LINE THEREOF, 529.53 FEET TO A POINT ON A NON-TANGENT
CURVE; THENCE TANGENT TO A BEARING OF SOUTH 04 DEGREES 53'06" WEST, CURVING TO
THE RIGHT ALONG A CURVE BEING CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF
1000.00 FEET THROUGH A CENTRAL ANGLE OF 20 DEGREES 42'20", AN ARC LENGTH OF
361.38 FEET TO A PONT, A RADIAL LINE TO SAID POINT BEARS SOUTH 64 DEGREES 24'34"
EAST; THENCE NORTH 53 DEGREES 31'34" WEST ALONG THE NORTHEASTERLY RIGHT OF WAY
LINE OF INTERSTATE ROUTE 515, 541.07 FEET TO A POINT ON THE WEST LINE OF THE
SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 34;
THENCE NORTH 00 DEGREES 06'11" EAST ALONG SAID WEST LINE, 30.78 FEET TO THE
POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN
DOCUMENT RECORDED MAY 18, 1995 IN BOOK 950518 OF OFFICIAL RECORDS, AS INSTRUMENT
NO. 00139, CLARK COUNTY, NEVADA.

32651-NV-50 Site # 838058


                                   Site 838024
                     8620 S. Las Vegas Blvd., Las Vegas, NV
                         Exhibit "A" - Legal Description

Being a portion of the South Half (S 1/2) of Government Lots 180,181 and 275 in
Section 16, Township 22 South, Range 61 East, M.D.B. & M., Clark County, Nevada
more particularly described as follows:

Commencing at the Southwest corner of the Southwest Quarter (SW 1/4) of the
Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of said Section 16;
thence North 00 degrees 00'02" West, a distance of 319.07 feet; thence South 89
degrees 21'08" East, a distance of 100.01 feet to the Point of Beginning;

Thence North 00 degrees 00'02" West, a distance of 159.36 feet; Thence South 89
degrees 15'09" East, a distance of 561.31 feet; thence South 00 degrees 02'20"
West, a distance of 158.39 feet; thence North 89 degrees 21'08" West, a distance
of 561.19 feet to the point of beginning.

Excepting therefrom that portion of the land as conveyed to Clark County for
road purposes by deed recorded October 7, 1998 as Instrument No. 00754 in Book
981007 Official Records.

Further excepting therefrom that portion of the land as conveyed to Clark County
for road purposes by deed recorded October 7, 1998 as Instrument No. 00755 in
Book 981007 Official Records.

32651-NV-51 Site 838024


                                   Site 838025
                      333 North Nellis Blvd., Las Vegas, NV
                         Exhibit "A" - Legal Description

That portion of the North Half (N 1/2) of the Southeast Quarter (SE 1/4) of the
Northeast Quarter (NE 1/4) of Section 32, Township 20 South, Range 62 East,
M.D.B. & M., according to the Official Plat of said land on file in the Office
of the Bureau of Land Management, Clark County, Nevada, and being more
particularly described as follows:

Parcel Two (2), as shown by map thereof on file in File 1 of Parcel Maps, Page
81, in the Office of the County Recorder of Clark County, Nevada.

32651-NV-52 Site # 838025


                                   Site 884068
                     2450 North Rainbow Blvd., Las Vegas, NV
                         Exhibit "A" - Legal Description

That portion of the Southwest One Quarter (SW 1/4) of Section 14, Township 20
South, Range 60 East, M.D.B. & M., according to the Official Plat of said land
on file in the Office of the Bureau of Land Management, Clark County, Nevada,
and being more particularly described as follows:

Parcel Two (2), as shown by map thereof on file in File 77 of Parcel Maps, Page
47, in the Office of the County Recorder of Clark County, Nevada.

32651-NV-53 Site # 884068


                                   Site 838023
                       160 W. Craig Road, N. Las Vegas, NV
                         Exhibit "A" - Legal Description

PARCEL I:

THAT PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF THE NORTHEAST QUARTER (NE1/4)
OF SECTION 3, TOWNSHIP 20 SOUTH, RANGE 61 EAST, M. D. B. & M., CLARK COUNTY,
NEVADA, DESCRIBED AS FOLLOWS:

LOT 2 AS SHOWN BY MAP THEREOF IN FILE 97 OF PARCEL MAPS, PAGE 76 IN THE OFFICE
OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL II:

THE PERPETUAL RIGHT OF INGRESS AND EGRESS TO AND OVER LOTS 1 AND 2 IN FILE 97,
PAGE 76 OF PARCEL MAPS AS SET OUT IN INGRESS AND EGRESS EASEMENT RECORDED APRIL
14, 2000 IN BOOK 20000414 AS DOCUMENT 00921 , IN THE COUNTY RECORDERS OFFICE,
CLARK COUNTY, NEVADA.

32651-NV-51 Site # 838023


                                   SITE 803034
                      780 E. 138TH STREET, BRONX, NEW YORK
                         EXHIBIT "A" - LEGAL DESCRIPTION

ALL that certain plot, piece or parcel of land, situate, lying and being the
Borough and County of Bronx, City and State of New York, bounded and described
as follows:

BEGINNING at a corner formed by the intersection of the southerly side of 138th
Street and the easterly side of Willow Avenue;

RUNNING THENCE southerly along the easterly side of Willow Avenue 200 feet to
the corner formed by the intersection of the easterly side of Willow Avenue and
the northerly side of East 137th Street;

THENCE easterly along the northerly side of East 137th Street, 125 feet;

THENCE northerly parallel with the easterly side of Willow Avenue 100 feet to
the center line of the block;

THENCE easterly along the center line of the block 15.78 feet to the westerly
side of land conveyed by Santori Realty Corp. to G.B. Holding Corp. by deed
dated and recorded 10/7/41 in Bronx County Register's Office in Liber 1151 cp
36;

THENCE northerly along the westerly side of said last mentioned land as
described in the aforesaid deed 101.08 feet to the southerly side of East 138th
Street at a point thereon a distant 155.52 feet east of easterly side of Willow
Avenue;

THENCE westerly along the southerly side of East 138th Street 155.52 feet to the
point or place of BEGINNING.

32651-NYB-55 Site # 803034


                                     884075
                       3850 CLEVELAND AVENUE, COLUMBUS OH
                         EXHIBIT "A" - LEGAL DESCRIPTION

Situated in the City of Columbus, County of Franklin and State of Ohio, and
being all of the following 3 tracts of land in Quarter Township 1, Township 1
North, Range 18 West, United States Military lands:

1. An original 0.42 acre tract of land (less exceptions) conveyed as Exhibit A
to Marvin Kemp, Dale W. Long and Stephen W. McFarland by deed recorded in ORV
4846, Pages F13 and F15 of Franklin County Records.

2. An original 2.305 acre tract of land (less exceptions) conveyed as Exhibit B
to Dale W. Long, Marvin Kemp and Stephen McFarland, recorded in ORV 4846, Page
F15 of Franklin County Records.

3. An original 2.305 acre tract of land (less exception C) conveyed as Parcel 1
to Dale W. Long by deed recorded in ORV 4846, Page F18 of Franklin County
Records; and to Marvin R. Kemp and Stephen W. McFarland, recorded in ORV 4870,
Page H04 of Franklin County Records.

and being all of the following tract of land in Quarter Township 2, Township 1
North, Range 17 West, United States Military Lands:

A. 0.060 acre tract of land (0.056 acre by recent survey) conveyed as Parcel 2
to Dale W. Long, recorded in ORV 4846, Page F18; and to Marvin R. Kemp and
Stephen W. McFarland, recorded in ORV 4870, Page H04 of Franklin County Records,
all bounded and described as follows:

Beginning, at a P.K. Nail found at the intersection of the centerline of
Cleveland Avenue (80 feet wide) with the centerline of Case Road: thence South
70 deg. 15' 07" East, perpendicular to the centerline of Cleveland Avenue a
distance of 39.66 feet to a point in the East line of Cleveland Avenue; thence
South 19 deg. 44' 53" West, along the East line of Cleveland Avenue, a distance
of 145.46 feet to a P.K. Nail found in the South line of said original 0.42 acre
tract, in the North line of an original 1.997 acre tract of land conveyed to
Englefield, Inc., recorded in ORV 17965, Page 115 of Franklin County Records, at
the Southeast corner of a 0.16 acre tract of land conveyed out of said original
0.42 tract and out of said original 0.24 acre tract as Parcel 209-WD to the City
of Columbus for the right of way for Cleveland Avenue, recorded in ORV 1086,
Page B05 of Franklin County Records, and at the true point of beginning of the
tract herein described; thence North 19 deg. 44' 53" East, along the East line
of Cleveland Avenue, along the East line of said 0.168 acre tract of land and
along the East line of a 0.117 acre tract of land conveyed out of said original
2.305 acre tract as Parcel 213-WD to the City of Columbus by deed recorded in
ORV 1086, Page B03 of Franklin County Records, a distance of 313.20 feet to an
iron pin found in the North line of said original 2.305 acre tract, in the South
line of an original 1.084 acre tract of land conveyed to Karl Ashcraft Memorial
Veterans of Foreign Wars of the United States of America, Post No. 3826,
recorded in ORV 13909, Page F01 of Franklin County Records, and at the Northeast
corner of said 0.117 acre tract; thence North 75 deg. 52' 47" East along a
portion of the South line of said original 1.084 acre tract and along the North
line of said 2.305 acre tract, along the North line of said 0.056 acre tract a
distance of 328.82 feet to an iron pin found in the curved West right of way
line of Conrail, at the Northeast corner of said 0.056 acre tract; thence
Southerly along the curved West right of way line of Conrail, along the curved
East line of said 0.056 acre tract, concentric with and 50 feet Westerly by
radial measurement from the centerline of Conrail and with a curve to the left,
data of which is: radius=2912.64 feet and subdelta=2 deg. 56' 07", a sub-chord
distance of 149.20 feet bearing South 00 deg. 32' 30" West to an iron pin set at
the Southernmost corner of said 0.056 acre tract and in an East line of said
original 2.305 acre tract; thence South 12 deg. 53' 12" East, along the tapering
West right of way line of Conrail, along an East line of said original 2.305
acre tract, a distance of 86.34 feet to an iron pipe found at a corner of said
original 2.305 acre tract; thence South 02 deg. 23' 39" East, along the West
right of way line of Conrail, parallel with and 33 feet Westerly by
perpendicular measurement from the centerline of Conrail and along an East line
of said original 2.305 acre tract a distance of 35.57 feet to an iron pin found
at the Southeast corner of said original 2.305 acre tract and at the Northeast
corner of said original 1.997 acre Englefield, Inc. tract of land; thence South
76 deg. 33' 39" West, along a South line of said original 2.305 acre tract,
along a portion of the South



line of said original 0.42 acre tract and along a portion of the North line of
said original 1.997 acre tract a distance of 456.55 feet to the point of
beginning; containing 2.342 acres of land and being subject to all easements and
restrictions of record of said 2.342 acres, 2.286 acres are within said Quarter
Township 1, Township 1 North, Range 18 West and 0.056 acres are within said
Quarter Township 1 North, Range 17 West, Basis of bearings is the centerline
bearing of Cleveland Avenue being North 19 deg. 44' 53" East as assumed by a
survey of Hockaden and Associates of the subject property in July 1997.

32651-OH-56
Property ID # 884075


                                     884067
                         5715 W. 6TH ST., STILLWATER OK
                         EXHIBIT "A" - LEGAL DESCRIPTION

Part of the North Half (N/2) of Lot One (1), of the Northwest Quarter (NW/4) of
Section Nineteen (19), Township Nineteen (19) North, Range Two (2) East of the
Indian Meridian, Payne County, State of Oklahoma, more particularly described as
follows:

From the Northwest Corner of said Lot 1,876.64 feet North 89 degrees 59'58" East
along the North line of said Lot 1 to the Point of Beginning;

Thence continuing North 89 degrees 159'58" East along said North line 241.06
feet to the West right-of-way line of Crosswinds Street;

Thence South 00 degrees 49'06" East along said right-of-way 125.50 feet;

Thence on a curve to the right of radius 956.92 feet, an arc length of 96.39
feet along said right-of-way;

Thence South 04 degrees 57'11" West along said right-of-way, 98.89 feet;

Thence on a curve to the left of radius 1026.92 feet, an arc length of 103.44
feet along said right-of-way;

Thence South 00 degrees 49'06" East along said right-of-way a distance of 110.21
feet;

Thence on a curve to the left of radius 546.78 feet an arc length of 106.50 feet
along said right-of-way;

Thence South 11 degrees 58'41" East along said right-of-way 18.38 feet to the
south line of said North Half of Lot 1;

Thence South 89 degrees 56'48" West along said South line 437.91 feet;

Thence North 00 degrees 02'24" East 460.56 feet;

Thence North 87 degrees 07'49" East 140.80 feet;

Thence North 02 degrees 30'22" West 55.00 feet;

Thence South 86 degrees 03'37" East 38.19 feet;

Thence North 21 degrees 57'45" East 41.60 feet;

Thence North 00 degrees 46'44" East 99.37 feet to the Point of Beginning.

32651-OK-57
Property ID # 884067


                                     772057
                         1619 Mallory Lane, Brentwood TN
                         Exhibit "A"-Legal Description

Being a parcel of land in Brentwood, Williamson County, Tennessee, as shown on
Tax Map #53D, Group A, Parcel 37.00, also being Lot 2 of The Moore's Lane
Industrial Park, as shown on plat entitled, "the Resubdivision of Lots 2 and 2A,
as in Plat Book # 24, page # 34, said tract also being described in Book 2015,
page 848, Register's Office for Williamson County, Tennessee. Parcel lying west
of U.S. Interstate 65, east of U.S. Highway 31, north of Moore's Lane, west of
and adjacent to Mallory Lane. Said parcel being more fully described according
to a survey prepared by David B. Smith, RLS No. 1409, DBS & Associates
Engineering, dated May 9, 2003, last revised March 9, 2004, Job No. SH10030, as
follows:

Beginning at an iron pin in the westerly right of way of Mallory Lane, (a 72
foot right of way), said pin also being North 10 deg. 28 min. 30 sec. East 273.7
feet more or less from the centerline intersection of said Mallory Lane and
Moore's Lane, said pin also being the northeast corner of the BP Exploration &
Oil Inc., property, (Book 1437, page 380), said BP Exploration & Oil Inc.
property, (Tax Map # 53D, Group A, Parcel 37.01), also being Lot # 2A, as shown
on plat entitled, "The resubdivision of Lots # 2 and 2A, and in Plat Book # 24,
page # 34, said pin also being the southeast corner of herein tract described;

Thence leaving said Mallory Lane and with the north line of said BP Exploration
& Oil Inc., property, North 49 deg. 40 min. 46 sec. West, 93.19 feet to an iron
pin;

Thence continuing with said north line of BP Exploration & Oil Inc., property,
North 80 deg. 31 min. 00 sec. West, 156.66 feet to an iron pin;

Thence continuing with said north line of BP Exploration & Oil Inc., property,
South 48 deg. 16 min. 39 sec. West, 62.80 feet to an iron pin, said pin being
the northwest corner of said BP Exploration & Oil Inc., properly, said pin also
being in the northerly line of the Reed property, (Book 1212, page 491), said
Reed also being on Tax Map # 53D, Group A, Parcel 36.00;

Thence leaving side BP Exploration & Oil Inc., property and with said Reed
property, North 41 deg. 43 in. 21 sec. West, 146.74 feet to an iron pin in the
southerly right of way of the CSX Railroad property, (Book 83, page 344), (a 200
foot right of way), said pin also being the northwest corner of said Reed
property, said pin also being the southwest corner of said herein tract
described;

Thence leaving said Reed property and with said CSX Railroad property, North 48
deg. 16 min. 39 sec. East, 1892 feet to an iron pin;

Thence continuing with said CSX Railroad and on a curve to the left having a
radius of 3569.70 feet, a delta of 06 deg. 35 min. 46 sec., a tangent of 205.71
feet, an arc length of 410.96 feet, a chord bearing of North 44 deg. 58 min. 46
sec. East, for a chord distance of 410.73 feet to an iron pin, said pin also
being southwest corner of the Stewart property, (Book 1562, page 736), said
parcel also shown on (Tax Map # 53D, Group A, Parcel 37.01, said pin also being
the northwest corner of said herein tract described;

Thence leaving said CSX Railroad and with the south line of said Steward
property, South 43 deg. 07 min. 34 sec. East, 341.24 feet to an iron pin in said
westerly right of way of said Mallory Lane, said pin also being the southeast
corner of said Stewart property, said pin also being the northeast corner of
herein tract described;

Thence leaving said Stewart property and with said Mallory Lane and on a curve
to the right having a radius of 1368.65 feet, a delta of 05 deg. 41 min. 14
sec., a tangent of 67.98 feet, an arc length of 135.85 feet, a chord bearing of
South 37 deg. 28 min. 37 sec. West, for a chord distance of 135.79 feet to an
iron pin;

Thence continuing with said Mallory Lane, South 40 deg. 19 min. 14 sec. West
131.35 feet to the point of beginning.



Said tract containing 2.88 acres or 125,669 square feet.

Said tract being subject to all easements, right of ways, restrictions and
conveyances of record.

Being the same property conveyed to UH Storage (DE) Limited Partnership by deed
from BMO Global Capital Solutions, Inc. as Agent Lessor under the Amended and
Restated Master Lease and Open End Mortgage dated as July 27, 1999 of record in
Book_____, page_____, Register's Office for Williamson County, Tennessee.

32651-TN-58
Property ID # 772057


                                     884078
                        2729 N. Collins St, Arlington TX
                         Exhibit "A" - Legal Description

Being a lot, tract or parcel of land situated in the William Mann Survey,
Abstract No. 955, City of Fort Worth, Tarrant County, Texas, and being all of
lot 1R-A, Block 1 of Eastpointe's Addition an addition to the City of Fort Worth
according to the Plat Thereof recorded in Cabinet A, Slide 3425, Plat Records,
Tarrant County, Texas and being the same property as conveyed from Amerco Real
Estate Company of Texas, Inc. to BMO Global Capital Solutions, Inc. by deed
recorded in Volume 14389, Page 184, Deed Records, Tarrant County, Texas, and
being more particularly described by metes and bounds as follows:

Beginning at a TXDOT brass monument in concrete found for corner in the East
R.O.W. line of Interstate Highway Loop 820 East (Variable width R.O.W.) and
being the Southwest corner of Lot 1A-1, Block 1 of East Pointe Addition an
addition to the City of Forth Worth, Tarrant County, Texas according to the Plat
Thereof recorded in Volume 388-219, Page 15, Deed Records, Tarrant County,
Texas;

THENCE South 88 deg. 46 min. 00 sec. East along the most Northerly South line of
said Lot 1A-1 of said addition, a distance of 179.41 feet to a 5/8 inch iron rod
set for corner;

THENCE South 00 deg. 28 min. 01 sec West along the most Easterly West line of
Lot 1A-1 of said addition, a distance of 148.90 feet to a 5/8 inch iron rod set
for corner;

THENCE South 88 deg. 46 min. 00 sec. East along the most Southerly South line of
said Lot 1A-1 of said addition, a distance of 15.13 feet to a 5/8 inch iron rod
set for corner in the West R.O.W. line of Anderson Boulevard (Variable R.O.W.)
and the intersection of a curve to the left, having a radius of 500.00 feet, a
central angle of 13 deg. 51 min. 19 sec., a chord bearing of South 07 deg. 45
min. 13 sec. East, a chord distance of 120.62 feet;

THENCE along said curve to the left and West R.O.W. line of Anderson Boulevard,
an arc length of 120.91 feet to a 5/8 inch iron rod set for corner;

THENCE South 14 deg. 40 min. 52 sec East continuing along the West R.O.W. line
of Anderson Boulevard, a distance of 352.41 feet to a 5/8 inch iron rod set for
corner and being the Northeast corner of Lot 1R-B of said Eastpointe Addition;

THENCE South 84 deg. 29 min. 30 sec. West along the North line of said Lot 1R-B,
a distance of 61.39 feet to a 5/8 inch iron rod found for corner;

THENCE South 75 deg. 57 min. 09 sec. West continuing along said North Line of
Lot 1R-B, a distance of 121.70 feet to a 1/2 inch iron rod found for corner;

THENCE South 84 deg. 29 min. 30 sec. West continuing along said North line of
Lot 1R-B, a distance of 56.86 feet to a 5/8 inch iron rod found for comer in
said East R.O.W. line of Interstate Highway Loop 820 East;

THENCE North 05 deg. 30 min. 30 sec West along the East R.O.W. line of said
Interstake Highway Loop 820 East, a distance of 657.43 feet to the Point of
Beginning and containing 124,177.75 square feet or 2.8507 acres of land.

32651-TX-64
Property ID # 836026


                                     737023
                          9001 South IH-35 N, Austin TX
                         Exhibit "A" - Legal Description

All that certain 4.1234 acre lot, tract or parcel of land situated in the
Santiago Del Valle Grant Survey, and being all of a called 4.1220 acre tract
being described as Lots One (1) and two (2), Block A, U-Haul Center of Slaughter
Lane, a Subdivision in Travis County, Texas, according to the map or plat
recorded in Volume 102, Page 314-316, Travis County, Texas, being described by
metes and bounds as follows:

Beginning at a monument found in concrete in the Southwest corner of the
aforementioned 4.140 acre tract at the Eastern right-of-way of Interstate
Highway 35, and Northwest right-of-way of a private road;

THENCE North 16 degrees 21 minutes 28 seconds East, a distance of 405.45 feet to
a 1/2 inch iron rod set for the Northwest corner of this tract;

THENCE South 89 degrees 06 minutes 33 seconds East, along the South right-of-way
of Slaughter Lane East (a 120 foot right-of-way) a distance of 545.63 feet to a
1/2 inch iron rod found, and the start of a clockwise arc having a radius of
1514.99 feet;

THENCE with the arc of said curve 315.17 feet and a chord bearing of South 83
degrees 07 minutes 03 seconds East, a distance of 314.60 feet to a 5/8 inch iron
rod found;

THENCE South 70 degrees 36 minutes 55 seconds West, a distance of 432.23 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 17 minutes 03 seconds West, a distance of 52.84 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 55 minutes 17 seconds West, a distance of 77.97 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 17 minutes 13 seconds West, a distance of 25.56 feet to
a 1/2 inch iron rod found;

THENCE South 69 degrees 30 minutes 12 seconds West, a distance of 34.86 feet to
a 1/2 inch iron rod found;

THENCE South 79 degrees 04 minutes 33 seconds West, a distance of 20.24 feet to
a 1/2 inch iron rod found;

THENCE South 77 degrees 28 minutes 23 seconds West, a distance of 15.13 feet to
a 1/2 inch iron rod found;

THENCE South 68 degrees 34 minutes 06 seconds West, a distance of 57.76 feet to
a 1/2 inch iron rod found;

THENCE South 70 degrees 39 minutes 20 seconds West, a distance of 78.33 feet to
a 1/2 inch iron rod found;

THENCE South 67 feet 55 minutes 27 seconds West, a distance of 83.66 feet to a
1/2 inch iron rod set;

THENCE South 71 degrees 01 minutes 26 seconds West, a distance of 152.66 feet to
the Point of Beginning, said property containing 4.1234 acres (179,614 square
feet) more or less.



                                     884066
                          11383 AMANDA LANE, DALLAS TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being Lot 3, in Block G/7487, of AMANDA - LBJ MINI STORAGE ADDITION, an Addition
to the City of Dallas, Dallas County, Texas, according to the Map thereof
recorded in Volume 96122, Page 1282, of the Map Records of Dallas County, Texas.
SAVE AND EXCEPT therefrom a 4 foot by 4 foot tract as described in Warranty Deed
to Carlisle Outdoor, Inc., recorded in Volume 87004, Page 5146, Deed Records
Dallas County, Texas.

32651-TX-61
PROPERTY ID # 884066


                                     884056
                         1245 South Beckley, DeSoto, TX
                         Exhibit "A" - Legal Description

Being all that certain 2.67 acre Lot, Tract or Parcel of Land situated in
Desoto, Dallas County, Texas, and being all of Lot 9-R in Block A of the Meadow
Acres/U-Haul Addition, an addition to the City of Desoto, Dallas County, Texas,
according to the Map thereof recorded in Volume 99098, Page 31, of the Map
records of Dallas County, Texas, and being more particularly described by metes
and bounds as follows:

Beginning at a five-eighths inch iron rod found in the West right-of-way line of
Beckley Road (an interstate access road);

THENCE South 89 deg. 57 min. 12 sec. West, leaving said West right-of-way line
of Beckley Road, a distance of 300.37 feet (S89deg.53 min. 12sec.W 300.00'
- -Deed), to a one-half inch iron rod found;

THENCE North 00 deg. 07 min. 19 sec. East, a distance of 99.86 feet (N 00deg.
02min. 00 sec E 100.00' -Deed), to a one-half inch iron rod found;

THENCE South 89 deg. 53 min. 00 sec. West, a distance of 130.81 feet (S 89Deg.
53 min. 00sec. W 131.36' -Deed), to a three-eighths iron rod found in the West
right-of-way line of Meadow Street (a 50' R.O.W.);

THENCE North 00 deg. 13 min. 14 sec. East, a distance of 201.27 feet, (N 00 deg
07 min. 51 sec. E 200.00' -Deed) along said East right-of-way line of Meadow
Street to a three-eighths inch iron rod found;

THENCE North 89 deg 58 min 43 sec East, leaving the said East right-of-way line
of Meadow Street, a distance of 429.68 feet (N 89 deg. 50 min. 20 sec. E 429.92'
- -Deed), to a one-half inch iron rod found in the West right-of-way line of said
Beckley Road;

THENCE South 00 deg. 04 min. 59 sec. East, along the said right-of-way line of
Beckley Road, a distance of 200.23 feet (S 00 deg. 08 min. 33 sec. E 200.32'
- -Deed) to a three-eights inch iron rod found;

THENCE South 00 deg. 07 min. 28 sec. East, continuing along said West
right-of-way line of Beckley Road, a distance of 99.99 feet (S 00 deg. 02 min.
00 sec. E 100.00'-Deed), to the POINT OF BEGINNING and containing 2.67 acres or
116,246 square feet of land, more or less.

32651-TX-62
Property ID # 884065


                                     724024
                        8450 Montana Avenue, E1 Paso, TX
                         Exhibit "A" - Legal Description

A tract of land situated within the corporate limits of the City of E1 Paso as
Tract 1B9E1, Block 2, Ascarate Grant and being more particularly described as
follows, to-wit:

BEGINNING at a 5/8 inch rebar found on the South right-of way line of Montana
Avenue (U.S. Highway No. 62/180) for the Northeast corner of the tract herein
described, identical to the Northwest corner of Lot 3, Block 1, Cielo Vista
Commercial Park, as filed in Volume 68, Page 16 of the Plat Records of E1 Paso
County, and whence a 1/2 inch rebar for the Northeast corner of said Lot 3 bears
North 81 degrees 10 minutes 00 seconds East, 429.86 feet;

THENCE, leaving Montana Avenue and following the West boundary line of said Lot
3, South 08 degrees 50 minutes 00 seconds East, 367.57 feet to a 1/2 inch rebar
set on the North boundary line of Cielo Vista Park Unit H, as filed in Volume
25, Page 15 of the Plat Records of E1 Paso County, for the southeast corner of
the tract herein described, identical to the Southwest corner of said Lot 3;

THENCE, following the North boundary line of Cielo Vista Park Unit H, North 88
degrees 41 minutes 30 seconds West, 304.76 feet to a 1/2 inch rebar with survey
cap no. 4869 found for the Southwest comer of the tract herein described,
identical to the Northwest corner of Cielo Vista Park Unit H;

THENCE North 08 degrees 50 minutes 00 seconds West, 313.90 feet to a 1/2 inch
rebar set on the South right-of-way line of Montana Avenue for the Northwest
corner of the tract herein described;

THENCE, following the South right-of-way line of Montana Avenue, North 81
degrees 10 minutes 00 seconds East, 300.00 feet to the Point of Beginning;

Said tract containing 2.347 acres more or less.


32651-TX-63
Property ID # 724024


                                     836026
                        2729 N. Collins St, Arlington TX
                         Exhibit "A" - Legal Description

Being a lot, tract or parcel of land situated in the William Mann Survey,
Abstract No. 955, City of Fort Worth, Tarrant County, Texas, and being all of
lot 1R-A, Block 1 of Eastpointe's Addition an addition to the City of Fort Worth
according to the Plat Thereof recorded in Cabinet A, Slide 3425, Plat Records,
Tarrant County, Texas and being the same property as conveyed from Amerco Real
Estate Company of Texas, Inc. to BMO Global Capital Solutions, Inc. by deed
recorded in Volume 14389, Page 184, Deed Records, Tarrant County, Texas, and
being more particularly described by metes and bounds as follows:

Beginning at a TXDOT brass monument in concrete found for corner in the East
R.O.W. line of Interstate Highway Loop 820 East (Variable width R.O.W.) and
being the Southwest corner of Lot 1A-1, Block 1 of East Pointe Addition an
addition to the City of Forth Worth, Tarrant County, Texas according to the Plat
Thereof recorded in Volume 388-219, Page 15, Deed Records, Tarrant County,
Texas;

THENCE South 88 deg. 46 min. 00 sec. East along the most Northerly South line of
said Lot 1A-1 of said addition, a distance of 179.41 feet to a 5/8 inch iron rod
set for corner;

THENCE South 00 deg. 28 min. 01 sec West along the most Easterly West line of
Lot 1A-1 of said addition, a distance of 148.90 feet to a 5/8 inch iron rod set
for corner;

THENCE South 88 deg. 46 min. 00 sec. East along the most Southerly South line of
said Lot 1A-1 of said addition, a distance of 15.13 feet to a 5/8 inch iron rod
set for corner in the West R.O.W. line of Anderson Boulevard (Variable R.O.W.)
and the intersection of a curve to the left, having a radius of 500.00 feet, a
central angle of 13 deg. 51 min. 19 sec., a chord bearing of South 07 deg. 45
min. 13 sec. East, a chord distance of 120.62 feet;

THENCE along said curve to the left and West R.O.W. line of Anderson Boulevard,
an arc length of 120.91 feet to a 5/8 inch iron rod set for corner;

THENCE South 14 deg. 40 min. 52 sec East continuing along the West R.O.W. line
of Anderson Boulevard, a distance of 352.41 feet to a 5/8 inch iron rod set for
corner and being the Northeast corner of Lot 1R-B of said Eastpointe Addition;

THENCE South 84 deg. 29 min. 30 sec. West along the North line of said Lot 1R-B,
a distance of 61.39 feet to a 5/8 inch iron rod found for corner;

THENCE South 75 deg. 57 min. 09 sec. West continuing along said North Line of
Lot 1R-B, a distance of 121.70 feet to a 1/2 inch iron rod found for corner;

THENCE South 84 deg. 29 min. 30 sec. West continuing along said North line of
Lot 1R-B, a distance of 56.86 feet to a 5/8 inch iron rod found for corner in
said East R.O.W. line of Interstate Highway Loop 820 East;

THENCE North 05 deg. 30 min. 30 sec West along the East R.O.W. line of said
Interstake Highway Loop 820 East, a distance of 657.43 feet to the Point of
Beginning and containing 124,177.75 square feet or 2.8507 acres of land.


32651-TX-64
Property ID # 866026


                                     836023
                   3517 WILLIAM D. TATE AVENUE, GRAPEVINE, TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being all that certain lot, parcel, or tract of land situated in City of
Grapevine, Tarrant County, Texas, and being all of Lot 1-R-A, Block 1, of BEAR
CREEK ADDITION, an addition to the City of Grapevine, Tarrant County, Texas,
according to the Plat thereof recorded in Cabinet A, Slide 7708, Plat Records,
Tarrant County, Texas, same being conveyed to BMO Leasing (U.S.) Inc., as Agent
Lessor, and U-Haul International, Inc., as Lessee by deed recorded in Volume
13296, Page 0282, and being more particularly described by metes and bounds as
follows:

Beginning at a 5/8 inch iron rod set for corner with a yellow cap stamped
(DC&A), and being in the Northwest corner of Lot 1, Block F, BEAR RUN ADDITION,
an addition to the City of Grapevine, Tarrant County, Texas, according to the
Plat thereof recorded in Cabinet A, Slide 813, Plat Records, Tarrant Count,
Texas, and being in the East line State Highway No. 121 (William D. Tate Avenue)
(a variable width right-of-way):

Thence North 00 deg. 04 min. 00 sec. East, along the East line of State Highway
No. 121, a distance of 299.99 feet to a 5/8 inch iron rod set for angle point
with a yellow cap stamped (DC&A);

Thence North 06 deg. 43 min. 00 sec. East, continuing along the East line of
said State Highway No. 121, a distance of 25.00 feet to an "X" set for corner in
concrete, and being the Southwest corner of Lot 2-R-A of said BEAR CREEK
ADDITION;

Thence South 89 deg. 56 min. 00 sec. East, along the south line of said Lot
2-R-A, a distance of 376.95 feet to a point for corner;

Thence South 27 deg. 05 min. 00 sec. East, continuing along the South line of
said Lot 2-R-A, a distance of 257.58 feet to a point for corner;

Thence South 61 deg. 03 min. 00 sec. East, continuing along the South line of
said Lot 2-R-A, a distance of 202.95 feet to a 5/8 inch iron rod set for corner
with a yellow cap stamped (DC&A), and being in the North line of BEAR RUN PHASE
I, an addition to the City of Grapevine, Tarrant County, Texas, according to the
Plat thereof recorded in Volume 388-176, Page 6, Deed Records, Tarrant County,
Texas;

Thence North 89 deg. 44 min. 00 sec. West, along the North line of said BEAR RUN
PHASE I, and the North line of said BEAR RUN ADDITION, a distance of 535.43 feet
to a 5/8 inch iron rod set for angle point with a yellow cap stamped (DC&A);

Thence North 89 deg. 42 min. 44 sec. West, continuing along the North line of
said BEAR RUN PHASE ADDITION, a distance of 139.65 feet to the Point of
Beginning and containing 154,658.89 Square Feet or 3.5505 Acres of land.


32651-TX-65
Property Id # 836023


                                     746057
                      14225 NORTHWEST FR EEWAY, HOUSTON TX
                         EXHIBIT "A" - LEGAL DESCRIPTION

Being a parcel of land containing 2.9827 acres (129,927 sq. ft.) of land more or
less, being out of a called 3.874 acre tract conveyed by Clay Properties company
to Amerco Real Estate Company of Texas, by deed recorded under Clerk's File No.
R087409, Official Public Records of Real Property, Harris County, Texas,
(P.P.R.R.P. H.C.T.), said 2.9827 acres being out of Unrestricted Reserve "C" of
the West by Northwest Business Park, a subdivision in the Alex Area Survey,
Abstract No. 99, in Harris County, Texas, Plat of which is recorded in Volume
298, Page 92, Harris County Map Records (H.C.M.R.), also being a part of
Restricted Reserve "A" of U-Haul North by Northwest, a subdivision recorded
under Film Code No. 394032, H.C.M.R., and being more particularly described as
follows:

Beginning at a found 1 inch iron pipe with cap marked "Cotton Surveying
Company", said 1 inch iron pipe being in the southwesterly line of U. S. Highway
290 (300 feet wide right-of-way (ROW)) and marking the northeast corner of that
certain 2.884 acre tract conveyed by Security Capitol Pacific Trust to PTR
Homestead Village Limited Partnership by deed recorded under Clerk's File No.
R441799, O.P.R.R.P.H.C.T.;

THENCE, South 64 degrees 40 minutes 21 seconds East, along the said
southwesterly line of the U.S. Highway 290 ROW, a distance of 220.05 feet to a
found 3/4 inch iron rod in concrete, said iron rod marking the northwest corner
of that certain 0.6351 acre Tract II conveyed by Crown Life Insurance Company to
Fairbanks Plaza Shopping Center, LP, by deed recorded under Clerk's File No.
R193713, O.P.R.R.P.H.C.T.;

THENCE, South 02 degrees 58 minutes 21 seconds East, along the West line of the
said 0.6351 acre tract continuing along the West line of that certain 8.9935
acre Tract I conveyed to Crown Life Insurance Company to Fairbanks Plaza
Shopping Center, LP, by deed recorded under Clerk's File No. R193713
O.P.P.R.P.H.C.T., a distance of 365.92 feet to a found 1 inch iron pipe with cap
marked "Cotton Surveying Company", said 1 inch iron pipe also marking the
northeast corner of that certain 5.2322 acre tract conveyed by Ronald J. Mann,
Substitute Trustee, to Teachers Insurance and Annuity Association of America by
Special Warranty Deed recorded under Clerk's File No. M936185 O.P.R.R.P.H.C.T.;

THENCE, South 87 degrees 43 minutes 00 seconds West, along the North line of the
said 5.2322 acre tract, a distance of 229.41 feet to a fnd. 5/8 inch iron rod
for corner;

THENCE, North 02 degrees 58 minutes 21 seconds West, a distance of 72.53 feet to
a set 5/8 inch iron rod for corner;

THENCE, South 87 degrees 01 minutes 39 seconds West, a distance of 3.45 feet to
a set 5/8 inch iron rod for a point for curvature;

THENCE, in a northwesterly direction, along a curve to the right having a radius
of 25.50 feet, a central angle of 45 degrees 41 minutes 55 seconds and a chord
bearing North 70 degrees 07 minutes 23 seconds West, 19.80 feet, for a total arc
length of 20.34 feet to a set 5/8 inch iron rod for point of tangency;

THENCE North 47 degrees 16 minutes 26 seconds West, a distance of 26.28 feet to
a set "X" in concrete for a point of curvature;

THENCE, in a northwesterly direction, along a curve to the left having a radius
of 24.50 feet, a central angle of 45 degrees 01 minutes 24 seconds and a chord
bearing North 69 degrees 47 minutes 08 seconds West, 18.76 feet, for a total arc
length of 19.25 feet to a set 5/8 inch iron rod for point of tangency;

THENCE, South 87 degrees 42 minutes 10 seconds West, a distance of 319.17 feet
to a 5/8 inch iron rod fnd. for corner in the East line of Rothway (variable
width ROW);



THENCE, North 02 degrees 17 minutes 50 seconds West, along the East line of the
said Rothway a distance of 40.50 feet to a found 1 inch iron pipe with cap
marked "Cotton Surveying Company", said iron pipe marking the southwest corner
of the said 2.884 acre tract;

THENCE, along the boundary of said 2.884 acre tract the following two courses:
North 87 degrees 42 minutes 10 seconds East, a distance of 239.53 feet to a
found 1 inch iron pipe with cap marked "Cotton Surveying Company";

THENCE North 25 degrees 19 minutes 39 seconds East, a distance of 363.02 feet to
the POINT OF BEGINNING and CONTAINING a computed 2.9827 acres (129,927 sq. ft.)
of land.

32651-TX-66
Property ID # 746057


                                     746028
                              8518 HIGHWAY 6 SOUTH
                                   HOUSTON TX
                         EXHIBIT "A"-LEGAL DESCRIPTION

Being a 7.0768 acre (308,264 square feet) parcel, being all of a called 7.077
acre tract conveyed to BMO Global Capital Solutions, Inc. by instrument recorded
in Clerk's File Number (C.F. No.), 21247634, Official Records of Fort Bend
County, Texas (O.R.F.B.C.T.), situated in the H.T.& B.R.R. Co. Survey, Abstract
623, Fort Bend County, Texas, said parcel being more particularly described by
the following metes and bounds: (Bearings based on a southerly line of said
7.077 acres-South 89 degrees 20 minutes 33 seconds West):

BEGINNING at a found 5/8 inch iron rod in the west right of way line of State
Highway 6 (180 feet wide), at the northeast corner of a called 2.755 acre tract
described by instrument recorded in C.F. No. 9511278 O.R.F.B.C.T., at the
southeast corner of said 7.077 acre tract, and the herein described parcel, from
which a found 5/8 inch iron rod bears South 00 degrees 01 minutes 27 seconds
East, 16.65 feet;

THENCE South 89 degrees 20 minutes 33 seconds West, along a northerly line of
said 2.755 acres, and a southerly line of said 7.077 acre tract, a distance of
93.16 feet to a found 5/8 inch iron rod at an angle point in a northerly line of
said 2.755 acres, and a southerly line of said 7.077 acres, and the herein
described parcel;

THENCE South 89 degrees 25 minutes 47 seconds West, along the northerly line of
said 2.755 acres, the north line of Providence Section One, according to the map
or plat thereof recorded in Volume 26, Page 15 of the Map Records of Fort Bend
County, Texas (M.R.F.B.C.T.), a distance of 491.10 feet to a set 5/8 inch iron
rod with cap ("Sitech Engineering"), at the southerly most southeast corner of a
called 10.53 acres conveyed to R.I.M. Ventures, L.C., by instrument recorded in
C.F. No. 200002536, O.R.F.B.C.T., at the southwest corner of said 7.077 acres,
and the herein described parcel;

THENCE North 00 degrees 27 minutes 53 seconds West, along an easterly line of
said 10.53 acres, and the west line of said 7.077 acres, a distance of 544.04
feet to a set 5/8 inch iron rod with cap ("Sitech Engineering"), at an interior
corner of said 10.53 acres, at the northwest corner of said 7.077 acres, and the
herein described parcel;

THENCE North 89 degrees 27 minutes 19 seconds East, along a southerly line of
said 10.53 acres, and a northerly line of said 7.077 acres, a distance of 411.54
feet to a set 5/8 inch iron rod with cap ("Sitech Engineering"), at a
southeasterly corner of said 10.53 acres, and a northeasterly corner of said
7.077 acres, and the herein described parcel;

THENCE South 56 degrees 08 minutes 03 seconds East, along a southerly line of
said 10.53 acres, and a northerly line of said 7.077 acre tract, a distance of
213.10 feet to a set 5/8 inch iron rod with cap ("Sitech Engineering"), in the
west right of way line of said State Highway 6, at the easterly most southeast
corner of said 10.53 acres, at a northeasterly corner of said 7.077 acres, and
the herein described parcel, from which a damaged found concrete monument bears
North 00 degrees 01 minutes 27 seconds West, 3.66 feet, and a found 5/8 inch
iron rod bears South 00 degrees 01 minutes 27 seconds East, 2.60 feet;

THENCE South 00 degrees 01 minutes 27 seconds East, along the West right of way
line of said State Highway 6, and the east line of said 7.077 acres, a distance
of 423.23 feet to the POINT OF BEGINNING, and containing a computed 7.0768 acres
(308,264 square feet) of land.


32651-TX-67
Property ID # 746028


                                     746044
                         20435 Katy Freeway, Houston TX
                         Exhibit "A"-Legal Description

Being part of Reserve A, Block 1, Nottingham Country, Section Five (5), a
Subdivision in Harris County, Texas according to the map or plat thereof
recorded in Volume 219, Page 58 of the Map Records of Harris County, Texas, all
of said 2.7369 acres being in the W.C.R.R. Co. Survey, Abstract No. 1359, in
Harris County, Texas, said property being more particularly described by metes
and bounds as follows:

COMMENCING at a found 5/8 inch iron rod at the northwest corner of said
Nottingham Country Subdivision, Section Five, on the South right-of-way (R.O.W.)
of Interstate Highway 10, as platted in said Subdivision Map;

THENCE South 89 degrees 33 minutes 42 seconds East, along the said South R.O.W.
line (Basis of Bearings being the bearings of the North line of said Nottingham
Country Section Five according to said subdivision plat), a distance of 146.00
feet to a found 5/8 inch iron rod marking the northeast corner of a certain
(called) 1.4314 acre tract described in conveyance deed from E.J. Hudson to
Outback Steakhouse of Florida, Inc. as recorded under County Clerk's File Number
(C.C.F.) P095602 of the Official Public Records of Real Property of Harris
County, Texas (O.P.R.R.P.H.C.T.) from which said iron rod a found 5/8 inch iron
rod bears North 65 degrees 50 minutes 38 seconds East, 1.11 feet, said set 5/8
inch iron rod also marking the northwest corner of the herein described tract
also being the POINT OF BEGINNING;

THENCE South 89 degrees 33 minutes 42 seconds East, continuing along said South
R.O.W., a distance of 235.00 feet to a found 5/8 inch iron rod for corner;

THENCE South 00 degrees 26 minutes 18 seconds West, leaving said South right of
way line, a distance of 464.50 feet to a 5/8 inch iron rod for corner in the
North line of a called 11.999 acre tract described in conveyance deed from E.J.
Hudson to Nottingham Apartners, LP, as recorded under C.C.F. S418575
O.P.R.R.P.H.C.T.;

THENCE North 89 degrees 33 minutes 42 seconds West, along said North line, a
distance of 391.00 feet to a found 5/8 inch iron rod in the East R.O.W. line of
Dominion Drive (100 feet wide);

THENCE North 00 degrees 26 minutes 18 seconds East, along said East R.O.W. line,
a distance of 64.50 feet to a found 5/8 inch iron rod marking the southwest
corner of said 1.4314 acre tract;

THENCE South 89 degrees 33 minutes 42 seconds East, along the South line of said
1.4314 acre tract, a distance of 156.00 feet to a found 5/8 inch iron rod
marking the southeast corner of said 1.4314 acre tract;

THENCE North 00 degrees 26 minutes 18 seconds East, along the East line of said
1.4314 acre tract, a distance of 400.00 feet to the POINT OF BEGINNING and
CONTAINING a computed 2.7369 acres (119,219 square feet) of land.


32651-TX-68
Property ID # 746044


                                     737028
                  3501 E. Central Tx Expressway, Killeen, Texas
                         Exhibit "A" - Legal Description

A tract of land in Bell County, Texas, part of the W.H. Cole Survey, Abstract
No. 150 and the land herein described being all of Lot 1-R, Block 3, Southern
Cross Commercial Addition, 4.848 Acres, an addition to the city of Killeen,
Texas, being of record in Cabinet C, Slide 233-B, Plat Records of Bell County,
Texas, and also being all of a called 2.977 acre tract of land described in a
deed to BMO Global Capital Solutions, Inc., being of record in Volume 4135, Page
141, Official Public Records or Real Property of Bell County, Texas, and all of
a called 1.870 acre tract of land described in a deed to BMO Global Capital
Solutions, Inc., being of record in Volume 4135, Page 141, Official Public
Records of Real Property of Bell County, Texas.

Beginning at a "X" set in concrete at the intersection of the north Right-of-Way
of U.S. Highway 190 and the west Right-of-Way of Meredith Drive, said "X" being
the southeast corner of said Lot 1-R, Block 3, for the southeast corner of this,

THENCE N. 60 deg. 17 min. 41 sec. W., 157.04 feet with the north Right-of-Way of
U.S. Highway 190 and the south line of said Lot 1-R, Block 3 (Plat calls N. 60
deg. 12 min. 53 sec. W., 157.25 feet) to a 3/8" iron rod found, being the most
southerly, southwest corner of said Lot 1-R, Block 3 and the southeast corner of
a tract of land described in a deed to Abbott Springs, LTD., being of record in
Volume 4388, Page 571, Official Public Records of Real Property of Bell County,
Texas, for the most southerly, southwest corner of this.

THENCE N. 28 deg. 04 min. 56 sec. E, 141.06 feet with the east line of said
Abbott Springs, LTD, tract and with a northeast line of said Lot 1-R, Block 3
(Plat calls N. 28 deg. 06 min. 31 sec. E. 141.03 feet) to a 3/8" iron rod found
being an ell corner of said Lot 1-R, Block 3, and the northeast corner of said
Abbott Springs Ltd, tract, for an ell corner of this,

THENCE N. 58 deg. 20 min. 40 sec. W., 136.88 feet with a northwest line of said
Lot 1-R, Block 3 (Plat calls N. 58 deg. 24 min. 13 sec. W, 136.76 feet) and the
north line of said Abbott Springs, LTD. tract to a 3/8" iron rod found, being
the most westerly southwest corner of said Lot 1-R, Block 3, for the westerly
southwest corner of this,

THENCE N. 31 deg. 19 min. 39 sec. E., 626.23 feet with the west line of said Lot
1-R, Block 3 (Plat calls N. 31 deg. 19 min. 43 sec. E, 626.29 feet) to a 3/8"
iron rod found in the south Right-of-Way of Scott and White Drive (unimproved
road), being the northwest corner of said Lot 1-R, Block 3, for the most
westerly southwest corner of this,

THENCE S. 58 deg. 15 min. 39 sec. E., 301.87 feet with the north line of said
Lot 1-R, Block 3 (Plat calls N. 58 deg. 12 min. 24 sec. E., 301.88 feet) and the
south Right-of-Way of Scott and White Drive (unimproved road) to a 3/8" iron rod
with cap stamped "M&ASSOC KILLEEN" set in the west Right-of- Way of Meredith
Drive, being the northeast corner of said Lot 1-R, Block 3, for the northeast
corner of this,

THENCE S. 31 deg. 19 min. 43 sec. W. 761.24 feet with the west Right-of-Way of
Meredith Drive and the east line of said Lot 1-R, Block 3 (Plat calls N. 31 deg.
119 min. 43 sec. W., 761.05 feet) to the PLACE OF BEGINNING containing 4.85 acre
of land.


32651-TX-69
Property ID # 737028


                                     746043
                     351 Gulf Freeway South, League City, TX
                         Exhibit "A" - Legal Description

Being a 2.7030 acre tract of land and being all of RESERVE "A" of U-HAUL
SUBDIVISION, a subdivision of League City, Galveston County, Texas, according to
the plat thereof recorded in Volume 18, Page 650, Map Records, Galveston County,
Texas, and also being part of Lot 13 of BRASKORIA GARDENS, Galveston County,
Texas, according to the plat thereof recorded in Volume 113, Page 47, Map
Records, Galveston County, Texas, and being more particularly described on
Exhibit "A" attached hereto and made a part hereof for all purposes.


32651-TX-70
Property ID # 746043


                                     741041
                     525 N. Stimmons Freeway, Lewisville TX
                         Exhibit A" - Legal Description

TRACT 1

Description of a 3.018 acre tract of land being all of Lot 1RB-1, Block G,
Valley Ridge Business Park West, Phase V, an addition to the City of Lewisville,
Denton County, Texas as recorded in Cabinet M, Page 397, Plat Records, Denton
County, Texas and being more particularly described by metes and bounds as
follows:

BEGINNING at a 1/2-inch iron rod found at the northeast corner of said Lot
1RB-1, Block G; said point also being the southeast corner of Lot 1RA, Block G,
Valley Ridge Business Park West, Phase V, an addition to the City of Lewisville,
Denton County, Texas as recorded in Cabinet M, Page 166, Plat Records, Denton
County, Texas; said point also being on the west right-of-way line of North
Stemmons Freeway (Interstate Highway 35E) (a variable width right-of-way); said
point also being on a curve to the right having a radius of 11,309.16 feet;

THENCE, with the said west right-of-way line of North Stemmons Freeway the
following metes and bounds;

Southeasterly, with said curve to the right, through a central angle of 01
degrees 46 minutes 10 seconds, an arc distance of 349.25 feet (Chord bears South
13 degrees 06 minutes 34 seconds East, 349.24 feet) to a 1/2-inch iron rod
found;

South 00 degrees 53 minutes 24 seconds West, a distance of 43.78 feet to a "+"
cut in concrete found for corner;

South 27 degrees 17 minutes 58 seconds West, a distance of 51.25 feet to a
1/2-inch iron rod with "GRAHAM ASSOC." cap found "+" cut in concrete;

South 65 degrees 55 minutes 40 seconds West, a distance of 50.77 feet to a 1/2
inch iron rod with "GRAHAM ASSOCS." cap found at the intersection of said west
right-of-way line of North Stemmons Freeway and the north right-of-way line of
College Parkway (100-foot public right-of-way); said point also being the
western most southeast corner of said Lot 1RB-1, Block G;

Thence, North 88 degrees 54 minutes 35 seconds West, with said north
right-of-way line of College Parkway, a distance of 104.89 feet to a 5/8-inch
iron rod with "GSES, INC., RPLS 4804" cap set at the beginning of a curve to the
right having a radius of 710.00 feet;

Thence northwesterly, with said curve to the right, through a central angle of
11 degrees 34 minutes 46 seconds an arc distance of 143.49 feet (Chord bears
North 83 degrees 07 minutes 12 seconds West, 143.25 feet) to a 5/8-inch iron rod
with "GSES, INC., RPLS 4804" cap set at the southwest corner of said Lot 1RB-1,
Block G; said point also being the southeast corner of Lot 1RB-2, Block G of
said Valley Ridge Business Park West, Phase V;

Thence, North 13 degrees 06 minutes 31 seconds West, leaving said north
right-of-way line of college Parkway, a distance of 360.61 feet to a 1/2-inch
iron rod found at the northwest corner of said Lot 1RB-1, Block G; said point
also being the northeast corner of Lot 1RB-2, Block G; said point also being on
the south line of said Lot 1RA, Block G;

Thence North 76 degrees 00 minutes 21 seconds East, with said south line of Lot
1R A, Block G, a distance of 330.00 feet to the point of beginning;

CONTAINING 134,116 square feet of 3.1018 acres, more or less.



TRACT 2

Non-exclusive easement rights contained in Reciprocal Easement and Maintenance
Agreement, dated 6/14/1996, by and between LAND OWNERS, L.P. and SHURGARD
STORAGE CENTERS, INC., recorded under cc# 96R0040798, Real Property Records,
Denton County, Texas. As affected by Amendment to Reciprocal Easement and
Maintenance Agreement recorded under cc# 96R0056270, Real Property Records,
Denton County, Texas.


32651-TX-71
Property ID # 741041


                                     741025
                     10061 W. University Drive, McKinney, TX
                         Exhibit "A" - Legal Description

Being a tract of land situated in the Charles Carter Survey, Abstract No. 220 in
Collin County, Texas and being the same parcel of land as conveyed to BMO Global
Capital Solutions, Inc. as recorded in County Clerk's No. 99-0100225 of the Deed
Records of Collin County, Texas, said tract of land being described by metes and
bounds as follows:

Beginning at a 5/8-inch iron rod with "GSES INC., RPLS 4804" cap set on the
South right-of-way line of US Highway 380 (a variable width right-of-way) said
found iron rod being the Northwest corner of said parcel and the Northeast
corner of a tract of land as conveyed to Ferguson Enterprises as recorded in
Volume 4825, Page 1555 of said Deed Records

Thence South 89 degrees 58 minutes 11 seconds East, along the North line of said
parcel and along said South right-of-way line, a distance of 251.16 feet to a
1/2-inch iron rod found being the Northeast corner of said parcel and the
Northwest corner of a tract of land as conveyed to Highway 380-1, Ltd., recorded
in Volume 4455, Page 2376 of said Deed Records:

Thence, South, along the East line of said parcel and the West line of said
Highway 380-1, Ltd. Tract, a distance of 937.18 feet to a point being on the
North line of a tract of land as conveyed to Five Sac Self-Storage, recorded in
Volume 5086, Page 535 of said Deed Records, said point being the Southeast
corner of said parcel and the Southwest corner of said Highway 380-1, Ltd.
tract;

Thence North 89 degrees 40 minutes 08 seconds West, along the South line of said
parcel and along the North line of said Five Sac Self-storage tract, a distance
of 152.12 feet to a found 1/2 inch iron rod, being the Northwest corner of said
Five Sac Self-storage tract and the Northeast corner of a tract of land as
conveyed to Five Sac Self-storage, recorded in Volume 5086, Page 535 of said
Deed Records;

Thence North 89 degrees 41 minutes 45 seconds West, along the South line of said
parcel and along the North line of said Five Sac Self-storage tract, a distance
of 99.04 feet to a found 5/8-inch iron rod with "GSES INC., RPLS 4804" cap set
at the Southwest corner of said parcel and the Southeast corner of said Ferguson
Enterprises tract;

Thence North, along the West line of said parcel and the East line of said
Ferguson Enterprises tract, a distance of 935.91 feet to the Point of Beginning,
containing 5.3998 acres or 235,219 square feet, more or less.

NOTE: The Company is prohibited from insuring the area or quantity of the land
described herein. Any statement in the above legal description of the area or
quantity of land is not a representation that such area or quantity is correct,
but is made only for informational and/or identification purposes and does not
override Item 2 of Schedule B hereof.


32651-TX-72
Property ID # 741025


                                     741027
                        1501 n. Dallas Tollway, Plano, TX
                         Exhibit "A" - Legal Description

Description of a 2.5816 acre tract of land situated in the Mary Ann Taylor
Survey, Abstract No. 897, City of Plano, Collin County, Texas; said tract being
all of Lot 1, Block 1, U-Haul Addition, an addition to the City of Plano, Collin
County, Texas as recorded in Cabinet K, Page 600, Plat Records, Collin County,
Texas; said tract being more particularly described by metes and bound as
follows:

BEGINNING at a 5/8-inch iron rod with "GSES, INC., RPLS 4804" cap set at the
southwest corner of said Lot 1, Block 1; said point also being the southeast
corner of a tract conveyed to Charles J. Kemp per Warranty Deed recorded in
Volume 664, Page 114, Deed Records, Collin County, Texas; said point also being
on the north line of Lot 2, Block A, CMS Addition, an addition to the City of
Plano, Collin County, Texas as recorded in Cabinet M, Page 374, Plat Records,
Collin County, Texas;

Thence, North 00 deg. 01 min. 23 sec West, with the common line of said Lot 1,
Block 1 and Kemp tract, a distance of 225.00 feet to a 1-inch iron rod found at
the northwest corner of said Lot 1, Block 1; said point also being the southwest
corner of Lot 2, Block 1, U-Haul Addition, an addition to the City of Plano,
Collin County, Texas by conveyance plat as recorded in Cabinet J, Page 659, Plat
Records, Collin County, Texas;

THENCE, with the common line of said Lot 1, Block 1 and Lot 2, Block 1 the
following metes and bounds;

North 89 deg. 45 min. 59 sec. East, a distance of 266.09 feet to a 5/8-inch iron
rod wit "GSES, INC., RPLS 4804" cap set;

South 00 deg. 14 min. 01 sec. East, a distance of 20.00 feet to a 5/8-inch iron
rod with "GSES, INC., RPLS 4804" cap set;

North 89 deg. 45 min. 59 sec. East, a distance of 243.51 feet to a "+" cut in
concrete found at the northeast corner of said Lot 1, Block 1; said point also
being the southeast corner of said Lot 2, Block 1; said point also being on the
west line of Dallas North Parkway (variable width right-of-way);

THENCE, with the common line of said Lot 1, Block 1 and west right-of-way line
the following metes and bounds;

South 04 deg. 08 min. 22 sec. East, a distance of 79.74 feet to a 1-inch iron
rod found;

North 85 deg. 37 min. 03 sec. East, a distance of 9.13 feet to a "+" cut in
concrete found;

South 04 deg 22 min. 57 sec. East, a distance of 90.64 feet to an "+" cut in
concrete set;

South 00 deg. 11 min. 13 sec. East, a distance of 35.70 feet to a 5/8-inch iron
rod with "GSES, INC., RPLS 4804" cap set at the southeast corner of said Lot 1,
Block 1; said point also being the northeast corner of said Lot 2, Block A, CMS
Addition;

THENCE, South 89 deg. 45 min. 59 sec. West, leaving said west right-of-way line
and with the common line of said Lot 1, Block 1 and Lot 2, Block A, a distance
of 531.49 feet to the POINT OF BEGINNING;

CONTAINING 112,454 square feet or 2.5816 acres of land more or less.


32651-TX-73
Property ID # 741027


                                   Site 795038
                        3995 Westfax Drive, Chantilly VA
                         Exhibit "A" - Legal Description

Beginning at a point on the westerly right-of-way line of Westfax Drive, 60 feet
wide, as recorded in Deed Book 6743 at Page 1397 among the land records of
Fairfax County, Virginia, said point also being the northeast corner of Jae K.
Nam, as acquired in Deed Book 11549 at Page 665; thence departing said Westfax
Drive and running with the northerly line of said Nam North 70 degrees 28'22"
West 200.67 feet to a point on the easterly line of Bottling Group, LLC, as
acquired in Deed Book 10837 at Page 20; thence departing said Nam and running
with the easterly line of said Bottling Group, LLC North 19 degrees 31'38" East
465.00 feet to a point on the southerly line of Lee Jackson Memorial Highway,
Route 50, width varies; thence departing said Bottling Group, LLC and running
with the southerly line of said Route 50 South 57 degrees 09'56" East 199.95
feet to a point; thence South 54 degrees 19'19" East 76.38 feet to a point;
thence 38.03 feet along the arc of a curve to the right, having a radius of
25.00 feet and a chord bearing and distance of South 10 degrees 44'38" East
34.47 feet to a point on the westerly line of said Westfax Drive right-of-way;
thence departing said Route 50 and running with the westerly line of said
Westfax Drive South 32 degrees 50'04" West 316.54 feet to a point; thence 61.09
feet along the arc of a curve to the left, having a radius of 805.00 feet and a
chord bearing and distance of South 30 degrees 39'37" West 61.08 feet to a
point; thence to the point of beginning containing 106,814 square feet or
2.45211 acres, more or less.

Together with the non-exclusive easement in and over the Common Facilities as
set forth within Article III of the Amended and Restated Declaration for Westfax
Industrial Park recorded in Deed Book 9743 at page 266 among the land records of
Fairfax County, Virginia.

NOTE: For Informational Purposes only:
Property Address 3995 Westfax Drive
Tax Map No. 034-3-09-0007-A

32651-VA-74 Site # 795038


                                   Site 825025
                    804 West Roslyn Rd., Colonial Heights, VA
                         Exhibit "A" - Legal Description

PARCEL I:

ALL that tract, piece or parcel of land with all improvements thereon lying and
being in the City of Colonial Heights (formerly a part of Chesterfield County),
Virginia, containing 1.197 acres, being shown as Parcel 1 on Plat of survey by
Charles H. Fleet & Associates, P.C., dated February 26, 2000, entitled
"ATLA/ACSM Land Title Survey Showing Existing Improvements to Two Parcels of
Land Situated on the West Line of West Roslyn Road, City of Colonial Height,
Virginia" and being further described by metes and bounds as follows:

BEGINNING at a point at the intersection of the northern boundary of the right
of way line of Interstate No. 95 and the western boundary of the right of way
line of West Roslyn Road, thence leaving the western boundary of the right of
way line of West Roslyn Road in a westerly direction the following three (3)
courses and distances:

   (1) N 76 degrees 45' 02" W 221.42 feet to a point;

   (2) Thence along a curve to the left having a radius of 1963.00 feet, a delta
       angle of 6 degrees 01' 24" and an arc length of 206.36 feet to a point;

   (3) Thence S 76 degrees 45' 02" E 298.36 feet to a point on the western
       boundary of the right of way line of West Roslyn Road:

Thence continuing along the western boundary of the right of way line of West
Roslyn Road in a southerly direction along a curve to the right having a radius
of 2739.79 feet, a delta angle of 2 degrees 40'50" and an arc length of 128.18
feet to a point; thence S 26 degrees 31' 02" W 71.97 feet to a point, said point
being the Point and Place of Beginning for Parcel 1, containing 1.197 acres,
more or less.

PARCEL II:

ALL that certain tract or parcel of land with the improvements thereon and the
appurtenances thereto belonging, lying in the City of Colonial Heights,
Virginia, containing 1.020 acres, being shown as Parcel 2 on Plat of survey by
Charles H. Fleet & Associates, P.C., dated February 26, 2000, entitled
"ALTA/ACSM Land Title Survey Showing Existing Improvements to Two Parcels of
Land Situated on the West Line of West Roslyn Road, City of Colonial Heights,
Virginia" and being further described by metes and bounds as follows:

BEGINNING at a point at the intersection of the northern boundary of the right
of way line of Interstate No. 95 and the western boundary of the right of way
line of West Roslyn Road in a northerly direction N 26 degrees 31' 02" E 71.97
feet to a point; thence along a curve to the left having a radius of 2739.79
feet to a point, a delta angle of 2 degrees 40' 50" and an arc



length of 128.18 to a point, said point being the Actual Point of Beginning for
Parcel 2; thence leaving the western boundary of the right of way line of West
Roslyn Road in a westerly direction the following three (3) courses and
distances:

   (1) N 76 degrees 45'02" W 298.36 feet to a point;

   (2) Thence along a curve to the left having a radius of 1963.00 feet, a delta
       angle of 3 degrees 55' 22" and an arc length of 134.39 feet to a point;

   (3) Thence S 80 degrees 49' 46" E 343.71 feet to a point on the western
       boundary of the right of way line of West Roslyn Road;

Thence continuing along the western boundary of the right of way line of West
Roslyn Road in a southerly direction along a curve to the right having a radius
of 2739.79 feet, a delta angle of 3 degrees 08' 05" and an arc length of 149.90
feet to a point, said point being the Point and Place of Beginning for Parcel 2,
containing 1.020 Acres, more or less.

32651-VA-75 Site # 825025


                                   Site 795048
                         1048 Dumfries Road, Manassas VA
                         Exhibit "A" - Legal Description

All that certain lot or parcel of land lying, situate, and being in the City of
Manassas, Commonwealth of Virginia, more particularly described as follows:

Parcel 1 of a portion of the property of Samuel J. Geris, Trustee, pursuant to a
Deed of Subdivision, Dedication and Vacation dated the 16th day of September,
1987, and recorded on October 5, 1987, in Deed Book 1516 at Page 1959, among the
land records of Prince William County, Virginia.

LESS AND EXCEPT that portion of the property dedicated to public streets by
instrument recorded in Deed Book 2390 at Page 1231, among the aforesaid land
records.

And being further described by metes and bounds as follows:

BEGINNING at a point on the western boundary of the right-of-way line of State
Route #234 (known as Dumfries Road), said point being approximately 0.50 miles
North of the intersection of the northern boundary of the right-of-way line of
State Route #661 and the western boundary of the right-of-way line of Dumfries
Road; thence, leaving the western boundary of the right-of-way line of Dumfries
Road in a westerly direction the following 5 (five) courses and distances:

1. S 75 degrees 05'59" W, 243.05 feet to a point;

2. Thence, S 22 degrees 09'32" E, 200.00 feet to a point;

3. Thence, S 75 degrees 13'52" W, 94.71 feet to a point;

4. Thence, N 24 degrees 19'47" W, 446.75 feet to a point;

5. Thence, N 65 degrees 40.13" E, 345.29 feet to a point on the western boundary
of the right-of-way line of Dumfries Road;

Thence, continuing along the western boundary of the right-of-way line of
Dumfries Road in a southerly direction, S 24 degrees 19'47" E, 62.48 feet to a
point; thence, along a curve to the right having a radius of 5895.58 feet, a
delta angle of 02 degrees 19'58", an arc length of 240.02 feet and a chord of S
23 degrees 14'33" E, 240.01 feet to a point, said point begin the Point and
Place of BEGINNING of Parcel I, containing 2.616 acres more or less.

TOGETHER WITH an easement appurtenant to and running with said Parcel for
ingress and egress as more fully set out in said Deed of Subdivision, Dedication
and Vacation.

NOTE: For Informational Purposes only:

Property Address 10480 Dumfries Road, Manassas, VA

Tax Map No. 090-01-00-45B5

32651-VA-76 Site # 795048



                                   Site 795051
                        8207 Terminal Road, Newington VA
                         Exhibit "A" - Legal Description

Beginning at a point on the southeasterly corner of Exxon Corp, as qcquired in
Deed Book 2401 at Page 70, among the land records of Fairfax County, Virginia,
said point also being on the westerly right-of-way line of Backlick Road, Route
617, width varies; thence departing said Exxon Corp and running with the
westerly line of said Backlick Road

      South 02 degrees 39'02" West 85.35 feet to a point;

thence

      344.15 feet along the arc of a curve to the left, having a radius of
2,371.83 feet and a chord bearing and distance of South 01 degrees 30'22" East
343.85 feet to a point being the northeast corner of Netco, Inc., as acquired in
Deed Book 5871 at Page 1571; thence departing said Backlick Road and running
with the northerly line of said Netco, Inc.

      North 57 degrees 18'49" West 432.97 feet to a point being the northwest
corner of said Netco, said point also being on the easterly right-of-way line of
Terminal Road, Route 3276, 50 feet wide; thence departing said Netco and running
with the easterly line of said Terminal Road

      North 32 degrees 41'11" East 79.32 feet to a point; thence

      North 41 degrees 25'57" East 65.76 feet to a point; thence

      North 32 degrees 41'11" East 213.98 feet to a point being the southwest
corner of said Exxon Corp; thence departing said Terminal Road and running with
the southerly line of said Exxon Corp

      South 57 degrees 18'49" East 187.01 feet to the point of beginning
containing 107,902 square feet or 2.47710 acres, more or less.

NOTE: For Informational Purposes only:

Property Address 8207 Terminal Road

Tax Map No. 099-3-01-0026

32651-VA-77 Site # 795051


                                   Site 795065
                       14523 Telegraph Road, Woodbridge VA
                         Exhibit "A" - Legal Description

Beginning at a point being the southeast corner of NTW, Inc., as acquired in
Deed Book 1862 at Page 918, among the land records of Prince William County,
Virginia, said point also being on the westerly right-of-way line of US
Interstate 95, width varies; thence departing said NTW, Inc., and running with
the westerly line of said Interstate 95 285.78 feet along the arc of a curve to
the left, having a radius of 23118.31 feet and a chord bearing and distance of
South 16 degrees 53'57" West 285.78 feet to a point being the northeast corner
of Toys R Us, Inc., as acquired in Deed Book 2016 at Page 1791; thence departing
said Interstate 95 and running with the northerly lines of said Toys R Us, Inc.
North 63 degrees 30'56" West 163.41 feet to a point; thence
South 26 degrees 29'04" West 20.00 feet to a point; thence
North 63 degrees 30'56" West 207.00 feet to a point on the easterly right-of-way
line of Telegraph Road, Route 1781, passing through the northwest corner of said
Toys R Us, Inc., at 202.20 feet; thence running with the easterly lines of said
Telegraph Road
North 26 degrees 17'25" East 293.92 feet to a point; thence
North 27 degrees 04'48" East 6.55 feet to a point being the southwest corner of
said NTW, Inc.; thence departing said Telegraph Road and running with the
southerly line of said NTW, Inc.

South 63 degrees 45'00" East 323.75 feet to the point of beginning containing
101,665 square feet or 2.3339 acres, more or less.

Together with a non-exclusive easement for the purpose of tying in and
connecting to the sanitary sewer piping as set forth within the Non-Exclusive
Easement by and between Toys'R'Us, Inc. and The Storall Place dated 06-30-93 and
recorded in Deed Book 2016 at page 1794 among the land records of Prince William
County, Virginia and being more particularly described as follows:

Beginning at a point, said point being on the east side of Telegraph Rd 32.00
feet from the centerline of said road, said point also being a common corner to
the lands of The Storeall Place One, and Toys'R'Us Inc., a Delaware corporation,
thence departing said road and running with the common property line of said
Storeall and Toy'R'Us properties S 63 degrees 30'56" E for 86.19 feet to a
point, thence departing said property line and running through the said lands of
Toys'R'Us S 30 degrees 24'08" W for 19.36 feet to a point, thence N 60 degrees
36'08" W for 84.90 feet to the side of the aforementioned road, thence with said
road N 26 degrees 12'23" E for 15.00 feet to the point of beginning.

NOTE: For Informational Purposes only:
Property Address 14523 Telegraph Road
Tax Map No. 030-01-000-0054H1

Pin No. 8291-88-4106
32651-VA-78 Site # 795065



                                                                     EXHIBIT A-2



 Related
Premises #                     Related Premises
- ----------      ---------------------------------------------
             
1.              U-HAUL CENTER GOVERNMENT ST.
                2505 Government Boulevard, Mobile, AL

2.              U-HAUL STORAGE OXFORD
                523 Hamric Drive West, Oxford, AL

3.              U-HAUL STORAGE FOUNTAIN HILLS
                9264 Technology Drive, Fountain Hills, AZ

4.              U-HAUL CENTER 87TH & BELL
                8746 West Bell Road, Peoria, AZ

5.              U-HAUL STORAGE S. 40TH ST.
                3425 South 40th Street, Phoenix, AZ

6.              U-HAUL CENTER CAVE CREEK
                20618 North Cave Creek Road, Phoenix West, AZ

7.              U-HAUL CENTER ANTHEM RV
                42102 N. Vision Way, Phoenix West, AZ

8.              U-HAUL CENTER ANTHEM WAY
                42301 N. 41st Drive, Anthem, AZ

9.              U-HAUL CENTER 1-17 & DEER VLY
                21621 N. 26th Avenue, Phoenix West, AZ

10.             U-HAUL CENTER PRESCOTT
                2122 Highway 69, Prescott, AZ

11.             BELL ROAD AT GRAND AVE MOVING CENTER
                13440 West Bell Road, Surprise, AZ

12.             U-HAUL CENTER BUCKLEY ROAD
                16950 East Ohio Place, Aurora South, CO

13.             U-HAUL CTR CHAMBERS & I-70
                15250 East 40th Avenue, Denver North, CO


                                 Exhibit A-2 - 1





 Related
Premises #                     Related Premises
- ----------      ---------------------------------------------
             

14.             U-HAUL HIGHLANDS RANCH
                1750 East County Line Road, Littleton, CO

15.             U-HAUL STORAGE COLONIAL BLVD
                4457 Kernel Circle, Fort Myers, FL

16.             U-HAUL CENTER OF MANDARIN
                11490 San Jose Blvd., Jacksonville, FL

17.             U-HAUL STORAGE KEY LARGO
                103530 Overseas Highway, Key Largo, FL

18.             U-HAUL CENTER OCOEE
                11410 West Colonial Drive, Ocoee, FL

19.             U-HAUL CENTER ORANGE CITY
                2395 South Volusia Avenue, Orange City, FL

20.             U-HAUL CENTER KIRKMAN RD
                600 South Kirkman Road, Orlando, FL

21.             U-HAUL STORAGE HUNTER CREEK
                14500 South Orange Blossom Trail, Orlando, FL

22.             U-HAUL CENTER HUNTERS CREEK
                13301 S. Orange Blossom Trail, Orlando, FL

23.             U-HAUL STORAGE ORANGE BLOSSOM TRAIL
                7803 N. Orange Blossom Trail, Orlando, FL

24.             U-HAUL CENTER LAKE MARY
                3851 South Orlando Drive, Sanford, FL

25.             U-HAUL CENTER GANDY BLVD
                3939 W. Gandy Boulevard, Tampa, FL

26.             U-HAUL CTR OF SEMORAN BLVD
                2055 Semoran Boulevard, Winter Park, FL

27.             U-HAUL CENTER OF CONYER
                1150 Dogwood Drive, Conyers, GA

28.             U-HAUL CENTER KENNESAW
                2085 Cobb Parkway, Kennesaw, GA


                                Exhibit A-2 - 2




 Related
Premises #                     Related Premises
- ----------      --------------------------------------------
             

29.             U-HAUL CENTER OF PLEASANT HILL
                1290 Pleasant Hill Road, Lawrenceville, GA

30.             U-HAUL STORAGE HIGHWAY 85
                7242 U.S. Highway 85, Riverdale, GA

31.             U-HAUL CENTER S. COBB & 1285
                5285 S. Cobb Drive, Smyrna, GA

32.             U-HAUL CENTER OF HIGHWAY 124
                2040 Scenic Highway North, Snellville, GA

33.             U-HAUL CENTER OF ALSIP
                11855 South Cicero Avenue, Alsip, IL

34.             U-HAUL CENTER OF FOX VALLEY
                195 S. Route 59, Aurora, IL

35.             U-HAUL CENTER OF CRYSTAL LAKE
                4504 West Northwest Highway Crystal Lake, IL

36.             U-HAUL CENTER OF NAPERVILLE
                11238 S. Route 59, Naperville, IL

37.             U-HAUL CENTER MERRILLVILLE
                1650 West 81st Avenue, Merrillville, IN

38.             U-HAUL CENTER OF LENEXA
                9250 Marshall Drive; Lenexa, KS

39.             U-HAUL STORAGE BARKSDALE
                4100 Barksdale Boulevard, Bossier City, LA

40.             U-HAUL STORAGE MONGOMERY PARK
                499 Montgomery Street, Chicopee, MA

41.             U-HAUL CENTER STOUGHTON
                224 Washington Street, Stoughton, MA

42.             U-HAUL CENTER OF CENTRAL AVENUE
                8671 Central Avenue, Capital Heights, MD

43.             U-HAUL CTR OF APPLE VALLEY
                6895 151st Street W, Apple Valley, MN


                                Exhibit A-2 - 3




 Related
Premises #                     Related Premises
- ----------      ------------------------------------------
             

44.             U-HAUL CENTER O'FALLON
                2000 Highway K, O'Fallon, MO

45.             U-HAUL CENTER ST PETERS
                3990 North Service Road, St.Peters, MO

46.             U-HAUL STORAGE HATTIESBURG
                1303 West 7th Street, Hattiesburg, MS

47.             U-HAUL CENTER GASTONIA
                3919 E. Franklin Blvd., Gastonia, NC

48.             U-HAUL STORAGE HYLTON RD.
                8505 N. Crescent Blvd, Pennsauken, NJ

49.             U-HAUL STORAGE RIO RANCHO
                1401 Rio Rancho Blvd., Rio Rancho, NM

50.             U-HAUL HENDERSON
                1098 Stephanie Place, Henderson, NV

51.             U-HAUL CENTER LAS VEGAS BLVD.

                8620 S. Las Vegas Blvd., Las Vegas, NV

52.             U-HAUL CENTER NELLIS BLVD.

                333 North Nellis Boulevard, Las Vegas, NV

53.             U-HAUL STORAGE RAINBOW
                2450 North Rainbow Blvd., Las Vegas, NV

54.             U-HAUL CENTER WEST CRAIG RD
                160 West Craig Road, North Las Vegas, NV

55.             U-HAUL CENTER BRUCKNER &
                138TH ST. 780 East 138th Street, Bronx, NY

56.             U-HAUL STORAGE NORTHERN LIGHTS
                3850 Cleveland Avenue, Columbus, OH

57.             U-HAUL STORAGE STILLWATER
                5715 W. 6th Street, Stillwater, OK

58.             U-HAUL CTR OF COOL SPRINGS
                1619 Mallory Lane, Brentwood, TN


                                Exhibit A-2 - 4




 Related
Premises #                     Related Premises
- ----------      ---------------------------------------------
             

59.             U-HAUL CENTER COLLINS STREET
                2729 N. Collins Street, Arlington, TX

60.             U-HAUL CENTER SLAUGHTER LANE
                9001 South IH-35 Northbound, Austin, TX

61.             U-HAUL STG KINGSLEY/JUPITER
                11383 Amanda Lane, Dallas, TX

62.             U-HAUL STORAGE DE SOTO
                1245 South Beckley, De Soto, TX

63.             U-HAUL CENTER & STORAGE OF MONTANA
                8450 Montana Ave., El Paso, TX

64.             U-HAUL CENTER JOHN WHITE
                1101 East Loop 820, Fort Worth, TX

65.             U-HAUL CENTER GRAPEVINE
                3517 William D. Tate Avenue, Grapevine, TX

66.             U-HAUL CENTER 290
                14225 Northwest Freeway, Houston, TX

67.             U-HAUL CENTER HIGHWAY 6 SOUTH
                8518 Highway 6 South, Houston, TX

68.             U-HAUL CENTER KATY
                20435 Katy Freeway, Houston, TX

69.             U-HAUL CTR CEN-TEX
                3501 E. Central Texas Expressway, Killeen, TX

70.             U-HAUL CTR OF LEAGUE CITY
                351 Gulf Freeway South, League City, TX

71.             U-HAUL CENTER LEWISVILLE
                525 N. Stimmons Freeway, Lewisville, TX

72.             U-HAUL CENTER WEST MCKINNEY
                10061 W. University Drive, McKinney, TX

73.             U-HAUL CENTER TOLLWAY
                1501 N. Dallas Tollway, Piano, TX


                                Exhibit A-2 - 5




 Related
Premises #                     Related Premises
- ----------      ---------------------------------------------
             

74.             U-HAUL CENTER CHANTILLY
                3995 Westfax Drive, Chantilly, VA

75.             U-HAUL CENTER OF SOUTHPARK
                804 West Roslyn Road, Colonial Heights, VA

76.             U-HAUL DUMFRIES
                10480 Dumfries Road, Manassas, VA

77.             U-HAUL CENTER NEWINGTON
                8207 Terminal Road, Newington, VA

78.             U-HAUL CENTER POTOMAC MILLS
                14523 Telegraph Road, Woodbridge, VA


                                Exhibit A-2 - 6


                                                                       EXHIBIT B

                             MACHINERY AND EQUIPMENT

All fixtures, machinery, apparatus, equipment, fittings and appliances of every
kind and nature whatsoever now or hereafter affixed or attached to or installed
in any of the Leased Premises (except as hereafter provided), including all
electrical, anti-pollution, heating, lighting (including hanging fluorescent
lighting), incinerating, power, air cooling, air conditioning, humidification,
sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and
ventilating systems, devices and machinery and all engines, pipes, pumps, tanks
(including exchange tanks and fuel storage tanks), motors, conduits, ducts,
steam circulation coils, blowers, steam lines, compressors, oil burners,
boilers, doors, windows, loading platforms, lavatory facilities, stairwells,
fencing (including cyclone fencing), passenger and freight elevators, overhead
cranes and garage units, together with all additions thereto, substitutions
therefor and replacements thereof required or permitted by this Lease, but
excluding all personal property and all trade fixtures, machinery, office,
manufacturing and warehouse equipment which are not necessary to the operation
of the buildings which constitute part of the Leased Premises for the uses
permitted under Paragraph 4(a) of this Lease.

                                    Exhibit B


                                                                     EXHIBIT C-1

                             PERMITTED ENCUMBRANCES

1.    Zoning and other municipal requirements.

2.    Reasonable and customary utility and access easements and similarly
      instruments which permit or enhance business activities on the premises.

3.    Real estate taxes and assessments whether in existence or hereafter
      arising at any time during the Terms of this Lease.

4.    The rights of UHS to the Common Areas pursuant to the UHS Lease.

5.    Matters permitted under the terms of this Lease.

6.    Each of the encumbrances listed on Schedule B of each of the pro forma
      title policies or title commitment mark-ups delivered to Landlord by First
      American Title Insurance Company ("First American") and attached to that
      certain escrow letter (the "Escrow Letter") dated as of April 28, 2004
      from Landlord to First American. However, Landlord and Tenant agree that,
      upon First American issuing to Landlord owner's title insurance policies
      with respect to each Related Premises substantially in the form of the pro
      forma policies or title commitment mark-ups attached to the Escrow Letter,
      (i) this paragraph 6 shall be automatically deleted and the following
      shall be inserted in lieu thereof "Each of the encumbrances listed on
      Schedule 'B' of each of the owner's title policies listed on Exhibit "C-1"
      attached hereto", and (ii) Exhibit C-1 shall be replaced with a chart that
      is identical to the Exhibit "C-1" attached hereto but with the applicable
      owner's title insurance policy numbers issued by First American inserted,
      which completed chart Landlord shall prepare and send to Tenant.

                                  Exhibit C-1


                                                                     Exhibit C-2



 Related
Premises #                   Related Premises               Title Policy Number
- ----------  ---------------------------------------------   -------------------
                                                      
79.         U-HAUL CENTER GOVERNMENT ST.
            2505 Government Boulevard, Mobile, AL

80.         U-HAUL STORAGE OXFORD
            523 Hamric Drive West, Oxford, AL

81.         U-HAUL STORAGE FOUNTAIN HILLS
            9264 Technology Drive, Fountain Hills, AZ

82.         U-HAUL CENTER 87TH & BELL
            8746 West Bell Road, Peoria, AZ

83.         U-HAUL STORAGE S. 40TH ST.
            3425 South 40th Street, Phoenix, AZ

84.         U-HAUL CENTER CAVE CREEK
            20618 North Cave Creek Road, Phoenix West, AZ

85.         U-HAUL CENTER ANTHEM RV
            42102 N. Vision Way, Phoenix West, AZ

86.         U-HAUL CENTER ANTHEM WAY
            42301 N. 41st Drive, Anthem, AZ

87.         U-HAUL CENTER 1-17 & DEER VLY
            21621 N. 26th Avenue, Phoenix West, AZ

88.         U-HAUL CENTER PRESCOTT
            2122 Highway 69, Prescott, AZ

89.         BELL ROAD AT GRAND AVE MOVING CENTER
            13440 West Bell Road, Surprise, AZ

90.         U-HAUL CENTER BUCKLEY ROAD
            16950 East Ohio Place, Aurora South, CO

91.         U-HAUL CTR CHAMBERS & 1-70
            15250 East 40th Avenue, Denver North, CO

92.         U-HAUL HIGHLANDS RANCH
            1750 East County Line Road, Littleton, CO


                                  Exhibit C-2




 Related
Premises #                   Related Premises               Title Policy Number
- ----------  ---------------------------------------------   -------------------
                                                      
93.         U-HAUL STORAGE COLONIAL BLVD
            4457 Kernel Circle, Fort Myers, FL

94.         U-HAUL CENTER OF MANDARIN
            11490 San Jose Blvd., Jacksonville, FL

95.         U-HAUL STORAGE KEY LARGO
            103530 Overseas Highway, Key Largo, FL

96.         U-HAUL CENTER OCOEE
            11410 West Colonial Drive, Ocoee, FL

97.         U-HAUL CENTER ORANGE CITY
            2395 South Volusia Avenue, Orange City, FL

98.         U-HAUL CENTER KIRKMAN RD
            600 South Kirkman Road, Orlando, FL

99.         U-HAUL STORAGE HUNTER CREEK
            14500 South Orange Blossom Trail, Orlando, FL

100.        U-HAUL CENTER HUNTERS CREEK
            13301 S. Orange Blossom Trail, Orlando, FL

101.        U-HAUL STORAGE ORANGE BLOSSOM TRAIL
            7803 N. Orange Blossom Trail, Orlando, FL

102.        U-HAUL CENTER LAKE MARY
            3851 South Orlando Drive, Sanford, FL

103.        U-HAUL CENTER GANDY BLVD
            3939 W. Gandy Boulevard, Tampa, FL

104.        U-HAUL CTR OF SEMORAN BLVD
            2055 Semoran Boulevard, Winter Park, FL

105.        U-HAUL CENTER OF CONYER
            1150 Dogwood Drive, Conyers, GA

106.        U-HAUL CENTER KENNESAW
            2085 Cobb Parkway, Kennesaw, GA

107.        U-HAUL CENTER OF PLEASANT HILL
            1290 Pleasant Hill Road, Lawrenceville, GA


                                Exhibit A-2 - 2




 Related
Premises #                   Related Premises               Title Policy Number
- ----------  ---------------------------------------------   -------------------
                                                      
108.        U-HAUL STORAGE HIGHWAY 85
            7242 U.S. Highway 85, Riverdale, GA

109.        U-HAUL CENTER S. COBB & 1285
            5285 S. Cobb Drive, Smyrna, GA

110.        U-HAUL CENTER OF HIGHWAY 124
            2040 Scenic Highway North, Snellville, GA

111.        U-HAUL CENTER OF ALSIP
            11855 South Cicero Avenue, Alsip, IL

112.        U-HAUL CENTER OF FOX VALLEY
            195 S. Route 59, Aurora, IL

113.        U-HAUL CENTER OF CRYSTAL LAKE
            4504 West Northwest Highway Crystal Lake, IL

114.        U-HAUL CENTER OF NAPERVILLE
            11238 S. Route 59, Naperville, IL

115.        U-HAUL CENTER MERRILLVILLE
            1650 West 81st Avenue, Merrillville, IN

116.        U-HAUL CENTER OF LENEXA
            9250 Marshall Drive; Lenexa, KS

117.        U-HAUL STORAGE BARKSDALE
            4100 Barksdale Boulevard, Bossier City, LA

118.        U-HAUL STORAGE MONGOMERY PARK
            499 Montgomery Street, Chicopee, MA

119.        U-HAUL CENTER STOUGHTON
            224 Washington Street, Stoughton, MA

120.        U-HAUL CENTER OF CENTRAL AVENUE
            8671 Central Avenue, Capital Heights, MD

121.        U-HAUL CTR OF APPLE VALLEY
            6895 151st Street W, Apple Valley, MN

122.        U-HAUL CENTER O'FALLON
            2000 Highway K, O'Fallon, MO


                                Exhibit A-2 - 3




 Related
Premises #                   Related Premises               Title Policy Number
- ----------  ---------------------------------------------   -------------------
                                                      
123.        U-HAUL CENTER ST PETERS
            3990 North Service Road, St.Peters, MO

124.        U-HAUL STORAGE HATTIESBURG
            1303 West 7th Street, Hattiesburg, MS

125.        U-HAUL CENTER GASTONIA
            3919 E. Franklin Blvd., Gastonia, NC

126.        U-HAUL STORAGE HYLTON RD.
            8505 N. Crescent Blvd, Pennsauken, NJ

127.        U-HAUL STORAGE RIO RANCHO
            1401 Rio Rancho Blvd., Rio Rancho, NM

128.        U-HAUL HENDERSON
            1098 Stephanie Place, Henderson, NV

129.        U-HAUL CENTER LAS VEGAS BLVD.
            8620 S. Las Vegas Blvd., Las Vegas, NV

130.        U-HAUL CENTER NELLIS BLVD.
            333 North Nellis Boulevard, Las Vegas, NV

131.        U-HAUL STORAGE RAINBOW
            2450 North Rainbow Blvd., Las Vegas, NV

132.        U-HAUL CENTER WEST CRAIG RD
            160 West Craig Road, North Las Vegas, NV

133.        U-HAUL CENTER BRUCKNER & 138TH ST.
            780 East 138th Street, Bronx, NY

134.        U-HAUL STORAGE NORTHERN LIGHTS
            3850 Cleveland Avenue, Columbus, OH

135.        U-HAUL STORAGE STILLWATER
            5715 W. 6th Street, Stillwater, OK

136.        U-HAUL CTR OF COOL SPRINGS
            1619 Mallory Lane, Brentwood, TN

137.        U-HAUL CENTER COLLINS STREET
            2729 N. Collins Street, Arlington, TX


                                Exhibit A-2 - 4




 Related
Premises #                   Related Premises               Title Policy Number
- ----------  ---------------------------------------------   -------------------
                                                      
138.        U-HAUL CENTER SLAUGHTER LANE
            9001 South IH-35 Northbound, Austin, TX

139.        U-HAUL STG KINGSLEY/JUPITER
            11383 Amanda Lane, Dallas, TX

140.        U-HAUL STORAGE DE SOTO
            1245 South Beckley, De Soto, TX

141.        U-HAUL CENTER & STORAGE OF MONTANA

            8450 Montana Ave., El Paso, TX

142.        U-HAUL CENTER JOHN WHITE
            1101 East Loop 820, Fort Worth, TX

143.        U-HAUL CENTER GRAPEVINE
            3517 William D. Tate Avenue, Grapevine, TX

144.        U-HAUL CENTER 290
            14225 Northwest Freeway, Houston, TX

145.        U-HAUL CENTER HIGHWAY 6 SOUTH
            8518 Highway 6 South, Houston, TX

146.        U-HAUL CENTER KATY
            20435 Katy Freeway, Houston, TX

147.        U-HAUL CTR CEN-TEX
            3501 E. Central Texas Expressway, Killeen, TX

148.        U-HAUL CTR OF LEAGUE CITY
            351 Gulf Freeway South, League City, TX

149.        U-HAUL CENTER LEWISVILLE
            525 N. Stimmons Freeway, Lewisville, TX

150.        U-HAUL CENTER WEST MCKINNEY
            10061 W. University Drive, McKinney, TX

151.        U-HAUL CENTER TOLLWAY
            1501 N. Dallas Tollway, Piano, TX

152.        U-HAUL CENTER CHANTILLY
            3995 Westfax Drive, Chantilly, VA


                                Exhibit A-2 - 5




 Related
Premises #                   Related Premises               Title Policy Number
- ----------  ---------------------------------------------   -------------------
                                                      
153.        U-HAUL CENTER OF SOUTHPARK
            804 West Roslyn Road, Colonial Heights, VA

154.        U-HAUL DUMFRIES
            10480 Dumfries Road, Manassas, VA

155.        U-HAUL CENTER NEWINGTON
            8207 Terminal Road, Newington, VA

156.        U-HAUL CENTER POTOMAC MILLS
            14523 Telegraph Road, Woodbridge, VA


                                Exhibit A-2 - 6


                                                                       EXHIBIT D

                               BASIC RENT PAYMENTS

            1. Basic Rent. Subject to the adjustments provided for in Paragraphs
2, 3 and 4 below, Basic Rent payable in respect of the Term shall be Eighteen
Million Five Hundred Fifty-one Thousand One Hundred Fifteen and xx/100
($18,551,115.00) Dollars per annum, payable quarterly in advance on each Basic
Rent Payment Date, in equal installments of Four Million Six Hundred
Thirty-seven Thousand Seven Hundred Seventy-nine and xx/100 ($4,637,779.00)
Dollars each. As required pursuant to Paragraph 6 of this Lease, pro rata Basic
Rent for the period from the date hereof through the last day of June 2004 shall
be paid on the date hereof.

            2. CPI Adjustments to Basic Rent. The Basic Rent shall be subject to
adjustment, in the manner hereinafter set forth, for increases in the index
known as United States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index, All Urban Consumers, United States City Average, All Items,
(1982-84=100) ("CPI") or the successor index that most closely approximates the
CPI. If the CPI shall be discontinued with no successor or comparable successor
index, Landlord and Tenant shall attempt to agree upon a substitute index or
formula, but if they are unable to so agree, then the matter shall be determined
by arbitration in accordance with the rules of the American Arbitration
Association then prevailing in New York City. Any decision or award resulting
from such arbitration shall be final and binding upon Landlord and Tenant and
judgment thereon may be entered in any court of competent jurisdiction. In no
event will the annual Basic Rent as adjusted by the CPI adjustment be less than
the Basic Rent in effect for the five (5) year period immediately preceding such
adjustment.

            3. Effective Dates of CPI Adjustments. Basic Rent shall not be
adjusted to reflect changes in the CPI until the fifth (5th) anniversary of the
Basic Rent Payment Date on which the first full quarterly installment of Basic
Rent shall be due and payable (the "First Full Basic Rent Payment Date"). As of
the fifth (5th) anniversary of the First Full Basic Rent Payment Date and
thereafter on the tenth (10th), fifteenth (15th) and if the initial Term is
extended, on the  twentieth (20st), twenty-fifth (25th), thirtieth (30th) and
thirty-fifth (35th) anniversaries of the First Full Basic Rent Payment Date,
Basic Rent shall be adjusted to reflect increases in the CPI during the most
recent five (5) year period immediately preceding each of the foregoing dates
(each such date being hereinafter referred to as the "Basic Rent Adjustment
Date").

            4. Method of Adjustment for CPI Adjustment.

                  (a) As of each Basic Rent Adjustment Date when the average CPI
determined in clause (i) below exceeds the Beginning CPI (as defined in this
Paragraph 4(a)), the Basic Rent in effect immediately prior to the applicable
Basic Rent Adjustment Date shall be multiplied by a fraction, the numerator of
which shall be the difference between (i) the average CPI for the three (3) most
recent calendar months (the "Prior Months") ending prior to such Basic Rent
Adjustment Date for which the CPI has been published on or before the
forty-fifth

                                 Exhibit D - 1


(45th) day preceding such Basic Rent Adjustment Date and (ii) the Beginning CPI,
and the denominator of which shall be the Beginning CPI. The product of such
multiplication shall be added to the Basic Rent in effect immediately prior to
such Basic Rent Adjustment Date. As used herein, "Beginning CPI" shall mean the
average CPI for the three (3) calendar months corresponding to the Prior Months,
but occurring five (5) years earlier. If the average CPI determined in clause
(i) is the same or less than the Beginning CPI, the Basic Rent will remain the
same for the ensuing five (5) year period.

                  (b) Effective as of a given Basic Rent Adjustment Date, Basic
Rent payable under this Lease until the next succeeding Basic Rent Adjustment
Date shall be the Basic Rent in effect after the adjustment provided for as of
such Basic Rent Adjustment Date.

                  (c) Notice of the new annual Basic Rent shall be delivered to
Tenant on or before the tenth (10th) day preceding each Basic Rent Adjustment
Date, but any failure to do so by Landlord shall not be or be deemed to be a
waiver by Landlord of Landlord's rights to collect such sums. Tenant shall pay
to Landlord, within ten (10) days after a notice of the new annual Basic Rent is
delivered to Tenant, all amounts due from Tenant, but unpaid, because the stated
amount as set forth above was not delivered to Tenant at least ten (10) days
preceding the Basic Rent Adjustment Date in question.

                                 Exhibit F - 2


                                                                       EXHIBIT E

                                ACQUISITION COST



Related                                    Acquisition Cost (in
Premises #        Related Premises               Dollars)
- ----------  -----------------------------  --------------------
                                     
 1.         U-HAUL CENTER BGOVERNMENT ST.          463,551

 2.         U-HAUL STORAGE OXFORD                1,324,432

 3.         U-HAUL STORAGE FOUNTAIN HILLS        2,715,086

 4.         U-HAUL CENTER 87TH & BELL            2,125,714

 5.         U-HAUL STORAGE S. 40TH ST.             662,216

 6.         U-HAUL CENTER CAVE CREEK             2,781,308

 7.         U-HAUL CENTER ANTHEM RV              1,258,211

 8.         U-HAUL CENTER ANTHEM WAY             2,523,044

 9.         U-HAUL CENTER I-17 & DEER VLY        2,648,865

10.         U-HAUL CENTER PRESCOTT               2,781,308

11.         BELL ROAD AT GRAND AVE MOVING        2,847,530
            CENTER

12.         U-HAUL CENTER BUCKLEY ROAD           2,152,203

13.         U-HAUL CTR CHAMBERS & I-70           2,880,640

14.         U-HAUL HIGHLANDS RANCH               2,781,308

15.         U-HAUL STORAGE COLONIAL BLVD         3,324,325

16.         U-HAUL CENTER OF MANDARIN            1,986,649

17.         U-HAUL STORAGE KEY LARGO             2,258,157

18.         U-HAUL CENTER OCOEE                  2,979,973


                                 Exhibit E - 1




Related                                          Acquisition Cost (in
Premises #           Related Premises                  Dollars)
- ----------  -----------------------------------  --------------------
                                           
19.         U-HAUL CENTER ORANGE CITY                  2,794,552

20.         U-HAUL CENTER KIRKMAN RD                   3,575,967

21.         U-HAUL STORAGE HUNTER CREEK                3,807,743

22.         U-HAUL CENTER HUNTERS CREEK                2,807,797

23.         U-HAUL STORAGE ORANGE BLOSSOM TRAIL        1,986,649

24.         U-HAUL CENTER LAKE MARY                    2,648,865

25.         U-HAUL CENTER GANDY BLVD                   3,112,416

26.         U-HAUL CTR OF SEMORAN BLVD                 2,648,865

27.         U-HAUL CENTER OF CONYER                    2,483,311

28.         U-HAUL CENTER KENNESAW                     3,046,195

29.         U-HAUL CENTER OF PLEASANT HILL             2,516,422

30.         U-HAUL STORAGE HIGHWAY 85                  2,834,285

31.         U-HAUL CENTER S COBB & 1285                  324,486

32.         U-HAUL CENTER OF HIGHWAY 124               2,119,092

33.         U-HAUL CENTER OF ALSIP                     2,913,751

34.         U-HAUL CENTER OF FOX VALLEY                3,311,081

35.         U-HAUL CENTER OF CRYSTAL LAKE              3,377,303

36.         U-HAUL CENTER OF NAPERVILLE                4,469,959

37.         U-HAUL CENTER MERRILLVILLE                 2,847,530

38.         U-HAUL CENTER OF LENEXA                    2,715,086

39.         U-HAUL STORAGE BARKSDALE                   1,456,876

40.         U-HAUL STORAGE MONGOMERY PARK                761,549

41.         U-HAUL CENTER STOUGHTON                    2,708,464


                                 Exhibit E - 2





Related                                         Acquisition Cost (in
Premises #          Related Premises                  Dollars)
- ----------  ----------------------------------  --------------------
                                          
42.         U-HAUL CENTER OF CENTRAL AVENUE           6,887,048

43.         U-HAUL CTR OF APPLE VALLEY                1,986,649

44.         U-HAUL CENTER O'FALLON                    2,648,865

45.         U-HAUL CENTER ST PETERS                   2,317,757

46.         U-HAUL STORAGE HATTIESBURG                  297,997

47.         U-HAUL CENTER GASTONIA                    2,450,200

48.         U-HAUL STORAGE HYLTON RD.                 1,125,768

49.         U-HAUL STORAGE RIO RANCHO                 1,291,322

50.         U-HAUL HENDERSON                          2,648,865

51.         U-HAUL CENTER LAS VEGAS BLVD.             2,715,086

52.         U-HAUL CENTER NELLIS BLVD                 2,920,373

53.         U-HAUL STORAGE RAINBOW                    4,370,627

54.         U-HAUL CENTER WEST CRAIG RD               3,642,189

55.         U-HAUL CENTER BRUCKNER & 138TH ST.        3,741,522

56.         U-HAUL STORAGE NORTHERN LIGHTS            1,191,989

57.         U-HAUL STORAGE STILLWATER                   860,881

58.         U-HAUL CTR OF COOL SPRINGS                3,119,038

59.         U-HAUL CENTER COLLINS STREET              2,516,422

60.         U-HAUL CENTER SLAUGHTER LANE              2,681,976

61.         U-HAUL STG KINGSLEY/JUPITER               1,721,762

62.         U-HAUL STORAGE DE SOTO                      662,216

63.         U-HAUL CENTER & STORAGE OF MONTANA        2,085,981

64.         U-HAUL CENTER JOHN WHITE                  2,887,263


                                 Exhibit E - 3





Related                                    Acquisition Cost (in
Premises #        Related Premises                Dollars)
- ----------  -----------------------------  --------------------
                                     
65.         U-HAUL CENTER GRAPEVINE              3,662,056

66.         U-HAUL CENTER 290                    2,251,535

67.         U-HAUL CENTER HIGHWAY 6 SOUTH        3,311,081

68.         U-HAUL CENTER KATY                   2,331,001

69.         U-HAUL CTR CEN-TEX                   2,112,470

70.         U-HAUL CTR OF LEAGUE CITY            2,456,822

71.         VALLEY RIDGE U-HAUL CENTER           2,648,865

72.         U-HAUL CENTER WEST MCKINNEY          2,516,422

73.         U-HAUL CENTER TOLLWAY                3,105,794

74.         U-HAUL CENTER CHANTILLY              3,178,638

75.         U-HAUL CENTER OF SOUTHPARK             741,682

76.         U-HAUL DUMFRIES                      2,834,285

77.         U-HAUL CENTER NEWINGTON              4,635,513

78.         U-HAUL CENTER POTOMIC MILLS          1,893,938


                                 Exhibit E - 4


                                                                       EXHIBIT F

                  PREMISES PERCENTAGE ALLOCATION OF BASIC RENT



Related
Premises #         Related Premises        Percentage
- ----------  -----------------------------  ----------
                                     
 1.         U-HAUL CENTER BGOVERNMENT ST.     0.24%

 2.         U-HAUL STORAGE OXFORD             0.67%

 3.         U-HAUL STORAGE FOUNTAIN HILLS     1.38%

 4.         U-HAUL CENTER 87TH & BELL         1.08%

 5.         U-HAUL STORAGE S. 40TH ST.        0.34%

 6.         U-HAUL CENTER CAVE CREEK          1.42%

 7.         U-HAUL CENTER ANTHEM RV           0.64%

 8.         U-HAUL CENTER ANTHEM WAY          1.29%

 9.         U-HAUL CENTER I-17 & DEER VLY     1.35%

10.         U-HAUL CENTER PRESCOTT            1.42%

11.         BELL ROAD AT GRAND AVE MOVING     1.45%
            CENTER

12.         U-HAUL CENTER BUCKLEY ROAD        1.10%

13.         U-HAUL CTR CHAMBERS & I-70        1.47%

14.         U-HAUL HIGHLANDS RANCH            1.42%

15.         U-HAUL STORAGE COLONIAL BLVD      1.69%

16.         U-HAUL CENTER OF MANDARIN         1.01%

17.         U-HAUL STORAGE KEY LARGO          1.15%

18.         U-HAUL CENTER OCOEE               1.52%


                                 Exhibit F - 1




Related
Premises #         Related Premises              Percentage
- ----------  -----------------------------------  ----------
                                           
19.         U-HAUL CENTER ORANGE CITY               1.42%

20.         U-HAUL CENTER KIRKMAN RD                1.82%

21.         U-HAUL STORAGE HUNTER CREEK             1.94%

22.         U-HAUL CENTER HUNTERS CREEK             1.43%

23.         U-HAUL STORAGE ORANGE BLOSSOM TRAIL     1.01%

24.         U-HAUL CENTER LAKE MARY                 1.35%

25.         U-HAUL CENTER GANDY BLVD                1.59%

26.         U-HAUL CTR OF SEMORAN BLVD              1.35%

27.         U-HAUL CENTER OF CONYER                 1.27%

28.         U-HAUL CENTER KENNESAW                  1.55%

29.         U-HAUL CENTER OF PLEASANT HILL          1.28%

30.         U-HAUL STORAGE HIGHWAY 85               1.44%

31.         U-HAUL CENTER S COBB & I285             0.17%

32.         U-HAUL CENTER OF HIGHWAY 124            1.08%

33.         U-HAUL CENTER OF ALSIP                  1.48%

34.         U-HAUL CENTER OF FOX VALLEY             1.69%

35.         U-HAUL CENTER OF CRYSTAL LAKE           1.72%

36.         U-HAUL CENTER OF NAPERVILLE             2.28%

37.         U-HAUL CENTER MERRILLVILLE              1.45%

38.         U-HAUL CENTER OF LENEXA                 1.38%

39.         U-HAUL STORAGE BARKSDALE                0.74%

40.         U-HAUL STORAGE MONGOMERY PARK           0.39%

41.         U-HAUL CENTER STOUGHTON                 1.38%


                                 Exhibit F - 2




Related
Premises #         Related Premises              Percentage
- ----------  -----------------------------------  ----------
                                           
42.         U-HAUL CENTER OF CENTRAL AVENUE         3.51%

43.         U-HAUL CTR OF APPLE VALLEY              1.01%

44.         U-HAUL CENTER O'FALLON                  1.35%

45.         U-HAUL CENTER ST PETERS                 1.18%

46.         U-HAUL STORAGE HATTIESBURG              0.15%

47.         U-HAUL CENTER GASTONIA                  1.25%

48.         U-HAUL STORAGE HYLTON RD.               0.57%

49.         U-HAUL STORAGE RIO RANCHO               0.66%

50.         U-HAUL HENDERSON                        1.35%

51.         U-HAUL CENTER LAS VEGAS BLVD.           1.38%

52.         U-HAUL CENTER NELLIS BLVD               1.49%

53.         U-HAUL STORAGE RAINBOW                  2.23%

54.         U-HAUL CENTER WEST CRAIG RD             1.86%

55.         U-HAUL CENTER BRUCKNER & 138TH ST.      1.91%

56.         U-HAUL STORAGE NORTHERN LIGHTS          0.61%

57.         U-HAUL STORAGE STILLWATER               0.44%

58.         U-HAUL CTR OF COOL SPRINGS              1.59%

59.         U-HAUL CENTER COLLINS STREET            1.28%

60.         U-HAUL CENTER SLAUGHTER LANE            1.37%

61.         U-HAUL STG KINGSLEY/JUPITER             0.88%

62.         U-HAUL STORAGE DE SOTO                  0.34%

63.         U-HAUL CENTER & STORAGE OF MONTANA      1.06%

64.         U-HAUL CENTER JOHN WHITE                1.47%


                                 Exhibit F - 3




Related
Premises #         Related Premises              Percentage
- ----------  -----------------------------------  ----------
                                           
65.         U-HAUL CENTER GRAPEVINE                 1.87%

66.         U-HAUL CENTER 290                       1.15%

67.         U-HAUL CENTER HIGHWAY 6 SOUTH           1.69%

68.         U-HAUL CENTER KATY                      1.19%

69.         U-HAUL CTR CEN-TEX                      1.08%

70.         U-HAUL CTR OF LEAGUE CITY               1.25%

71.         VALLEY RIDGE U-HAUL CENTER              1.35%

72.         U-HAUL CENTER WEST MCKINNEY             1.28%

73.         U-HAUL CENTER TOLLWAY                   1.58%

74.         U-HAUL CENTER CHANTILLY                 1.62%

75.         U-HAUL CENTER OF SOUTHPARK              0.38%

76.         U-HAUL DUMFRIES                         1.44%

77.         U-HAUL CENTER NEWINGTON                 2.36%

78.         U-HAUL CENTER POTOMIC MILLS             0.97%


If any of the Related Premises ceases to be subject to this Lease, the
percentage shown on this Exhibit F for each of the Related Premises which
remains subject to this Lease shall be adjusted proportionately so that the
total of such percentages shall be 100%.

                                 Exhibit F - 4


                                                                       EXHIBIT G

                              LOCAL LAW PROVISIONS

1.    With respect to each Related Premises situate in the state of Florida,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

(a)       THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
      RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
      LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS LEASE, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
      HEREWITH, OR THE COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
      VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY (INCLUDING, WITHOUT LIMITATION,
      ANY ACTION TO RESCIND OR CANCEL THIS LEASE AND ANY CLAIMS OR DEFENSES
      ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHER WISE VOID
      OR VOIDABLE). THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE UNDERSIGNED
      TO EXECUTE THIS LEASE.

(b)       In compliance with Florida law, Landlord is required to provide the
      following notification: "Radon Gas: Radon is a naturally occurring
      radioactive gas that, when it has accumulated in a building in sufficient
      quantities, may present health risks to persons who are exposed to it over
      time. Levels of radon that exceed federal and state guidelines have been
      found in buildings in Florida. Additional information regarding radon and
      radon testing may be obtained from your county public health unit.

(c)       Tenant expressly waives all of the following: (A) the requirement
      under Section 83.12 of the Florida Statutes that the plaintiff in his
      distress for rent action file a bond payable to the Tenant in at least
      double the sum demanded by the plaintiff, it being understood that no bond
      shall be required in any such action; (B) the right of Tenant under
      Section 83.14 of the Florida Statutes to replevy distrained property; (C)
      the right of counterclaim in any action brought by Landlord against Tenant
      for damages or for possession of the Leased Premises due to nonpayment of
      Rent or any other Monetary Obligation; and (D) the notice requirement set
      forth in Section 83.20 of the Florida Statutes.

                                 EXHIBIT G - 1


2.    With respect to each Related Premises situate in the state of Indiana,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a) The term "Environmental Law", as defined in Paragraph 2 of this Lease,
includes, without limitation, all of the Environmental Management Laws, as
defined in Ind. Code 13-11-2-71.

      (b) Tenant waives, to the fullest extent permitted by Applicable Indiana
Law (as defined below), any notice to quit as a condition precedent to
Landlord's remedies under Paragraph 23 of this Lease.

      (c) Where any provision of this Lease is inconsistent with any provision
of Indiana Law ("Applicable Indiana Law"), the provisions of Applicable Indiana
Law shall take precedence over the provisions of this Lease, but shall not
invalidate or render unenforceable any other provisions of this Lease that can
be construed in a manner consistent with Applicable Indiana Law. Should
Applicable Indiana Law confer any rights or impose any duties inconsistent with
or in addition to any of the provisions of this Lease, the affected provisions
of this Lease shall be considered amended to conform to such Applicable Indiana
Law, but all other provisions hereof shall remain in full force and effect
without modification.

      (d) To the extent that Applicable Indiana Law limits (i) the availability
of the exercise of any of the remedies set forth in the Lease, and the right of
Landlord to exercise self-help in connection with the enforcement of the terms
of this Lease, or (ii) the enforcement of waivers and indemnities made by
Tenant, such remedies, waivers, or indemnities shall be exercisable or
enforceable, any provisions in this Lease to the contrary notwithstanding, if,
and to the extent, permitted by Applicable Indiana Law in force at the time of
the exercise of such remedies or the enforcement of such waivers or indemnities
without regard to the enforceability of such remedies, waivers or indemnities at
the time of the execution and delivery of this Lease.

      (e) Whenever in this Lease a party is entitled to recover attorneys' fees
in any litigation, such party shall be entitled to recover all expenses and
costs incurred at, before and after trial and on appeal, whether or not taxable
as costs, in such litigation.

      (f) Landlord and Tenant agree to execute and record a memorandum of lease
satisfying the requirements of Ind. Code 36-2-11-20, in the office of the County
Recorder in which the Related Premises is located.

      (g) Tenant hereby certifies to Landlord that in connection with the sale
and leasing of the Related Premises, Tenant has complied, or will comply, with
the Disclosure Law by (A) the completion and delivery to Landlord of a
disclosure document (the "Disclosure Document") in the form required by Ind.
Code 13-25-3 (the "Disclosure Law"), (B) the timely recording of the Disclosure
Document in the Office of the Recorder of the County in which the Related
Premises is located, and (C) the timely filing the Disclosure Document in the
Office of the Indiana Department of Environmental Management; or Tenant has
determined after diligent investigation, and Tenant hereby certifies to
Landlord, that the

                                 EXHIBIT G - 2


Related Premises does not constitute "property" under the Disclosure Law, and
therefore, delivery, filing and recording of a Disclosure Document is not
required, because:

            (A) the Related Premises does not contain (1) or more facilities
      that are subject to reporting under Section 312 of the Federal Emergency
      Planning and Community Right-to-Know Act of 1986 (42 U.S.C. 11022);

            (B) the Related Premises is not the site of one (1) or more
      underground storage tanks for which notification is required under: (A) 42
      U.S.C. 6991(a) and (B)Ind. Code 13-23-1-2(c)(8)(A); or

            (C) the Related Premises is not listed in the Comprehensive
      Environmental Response, Compensation and Liability Information System
      (CERCLIS) in accordance with Section 116 of CERCLA (42 U.S.C. 9616).

      (h) Tenant hereby waives, to the fullest extent permitted by Applicable
Indiana Law, relief from valuation and appraisement laws and Tenant covenants
and agrees that any judgment obtained by Landlord against Tenant may be executed
in the State of Indiana without relief from such valuation and appraisement
laws.

                                 EXHIBIT G - 3


3.    With respect to each Related Premises situate in the state of Texas,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a) The term "Environmental Law", as defined in Paragraph 2 of this Lease,
includes, without limitation, Chapter 26 of the Texas Water Code and Chapter 361
of the Texas Health & Safety Code"

      (b) The term "Legal Requirements" as defined in Paragraph 2 of this Lease
includes, without limitation, the Texas Assessibilities Act.

      (c) Without limiting anything contained in Paragraph 7(a)(i), Landlord and
Tenant agree that each provision of this Lease for determining charges, amounts
and Additional Rent payable by Tenant is commercially reasonable and, as to each
such charge or amount, constitutes a "method by which the charge is to be
computed" for purposes of Section 93.012 of the Texas Property Code.
Furthermore, Landlord and Tenant are knowledgeable and experienced in commercial
transactions and agree that the provisions of this Lease for determining
charges, amounts and Additional Rent payable by Tenant are commercially
reasonable and valid even though such methods may not state a precise
mathematical formula for determining such charges.

4.    With respect to each Related Premises situate in the state of Louisiana,
      notwithstanding anything in this Lease to the contrary, the following
      provisions shall apply:

      (a)   The term "lien" will also mean a privilege. The term "real property"
            will mean "immovable property" as that term is used in the Louisiana
            Civil Code. The term "personal property" will mean "movable
            property" as that term is used in the Louisiana Civil Code. The term
            "easement" will include "servitude" as that term is used in the
            Louisiana Civil Code. The term "building" will also include "other
            constructions" as that term is used in the Louisiana Civil Code. The
            term "tangible" will mean "corporeal" as that term is used in the
            Louisiana Civil Code. The term "intangible" will mean "incorporeal"
            as that term is used in the Louisiana Civil Code. The term "fee
            simple estate" will mean "full ownership interest" as that term is
            used in the Louisiana Civil Code. The term "condemnation" will
            include "expropriation" as that term is used in Louisiana law. The
            term "receiver" will include "keeper" as that term is used in
            Louisiana law. The term "county" will mean "parish" as that term is
            used in Louisiana. The term "conveyance in lieu of foreclosure" or
            "action in lieu thereof" will mean "giving in payment" as that term
            is used in the Louisiana Civil Code and "dation en paiement". The
            term "joint and several" will mean "solidary" as that term is used
            in the Louisiana Civil Code. The term "Uniform Commercial Code" will
            mean the Louisiana Commercial Laws, La. R.S. Section 10:9-101 et
            seq.

      (b)   WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TENANT HEREBY
            WAIVES ALL REPRESENTATIONS AND WARRANTIES ON THE PART OF LANDLORD,
            WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL
            WARRANTIES WITH RESPECT TO THE MATTERS

                                 EXHIBIT G - 4


            DISCLAIMED BY LANDLORD IN THE LEASE ALL WARRANTIES THAT THE LEASED
            PREMISES ARE FREE FROM DEFECTS OR DEFICIENCIES, WHETHER LATENT OR
            PATENT, ALL WARRANTIES THAT THEY ARE SUITABLE FOR TENANT'S USE, AND
            ALL WARRANTIES UNDER LA. CIV. CODE ARTS. 2692-2704 OR ANY OTHER
            PROVISION OF LOUISIANA LAW. TENANT FURTHER WAIVES ANY AND ALL RIGHT
            TO REQUIRE LANDLORD TO MAKE ANY ALTERATIONS, ADDITIONS, OR CHANGES
            TO THE LEASED PREMISES AND AGREES THAT NO DEFECT OR DEFICIENCY IN
            THE LEASED PREMISES, WHETHER LATENT OR PATENT, WILL RELIEVE TENANT
            OF ITS OBLIGATION TO PAY RENT OR ANY OF ITS OTHER OBLIGATIONS UNDER
            THIS LEASE.

      (c)   Tenant hereby expressly acknowledges that the Landlord intends to
            assign this Lease and the Monetary Obligations hereunder to a third
            party assignee and, notwithstanding any provision to the contrary,
            Tenant specifically assumes the risk of any disruption, interruption
            or loss, either total or partial, of the Tenant's peaceable
            possession of the Leased Premises for any reason whatsoever,
            specifically waives all warranties against such disruption,
            interruption or loss, and unconditionally and absolutely consents to
            make payments of Monetary Obligations to such third party assignee
            without the benefit of abatement, deduction, deferment or reduction
            of or set off against Monetary Obligations, but reserves any right
            that it may have to proceed against the Landlord for any default
            under this Lease, or for any denial of the Tenant's peaceable
            possession of the Leased Premises. The Tenant acknowledges that this
            provision is a bargained-for-covenant without which the Landlord
            would not have entered into this Lease.

      (d)   Tenant hereby assumes full responsibility for the condition of the
            Leased Premises throughout the Term for all purposes, including,
            without limitation, for purposes of La. R.S. section 9:3221.

      (e)   Tenant hereby waives all right to be reimbursed or compensated for
            any Work that becomes the property of Landlord.

      (f)   Any conveyance of the Leased Premises by Landlord to Tenant shall be
            "as is - where is," with a full waiver of all express and implied
            warranties of title and condition, and the Act of Cash Sale
            (referred to as a "special warranty deed" in Paragraph 20(b) below)
            pursuant to which Landlord conveys title to Tenant with no warranty
            except as set out below and containing the following warranty
            waivers (in the language set out below, "Buyer" will refer to
            Tenant, "Seller" will refer to Landlord, and "Property" will refer
            to the Leased Premises):

                  "Buyer has inspected the title to and condition of the
                  Property and is completely aware of and satisfied with its
                  current title and condition. This sale, transfer and
                  conveyance is made "as is-where is" without any warranty,
                  guaranty, or representations by Seller as to the title to or
                  condition of the Property other than warranty of
                  merchantability of title as

                                 EXHIBIT G - 5


                  to Seller's own acts with respect to the lien of and security
                  interest created by any mortgage or assignment placed on the
                  Property by Seller and liens, privileges, exceptions and
                  restrictions on, against or relating to the Property which
                  have been created by or resulted solely from acts of Seller
                  after the date of that certain Lease dated as of March 31,
                  2004 by and between Seller and Buyer (the "Lease"), unless the
                  same are Permitted Encumbrances (as defined in the Lease) or
                  were created with the concurrence of Buyer or as a result of a
                  default by Buyer under the Lease. Seller hereby expressly
                  disclaims and Buyer hereby expressly waives any and all
                  warranties whatsoever, either oral or written, expressed or
                  implied, made by Seller or any other person or entity or
                  implied by law with respect to the Property, other than
                  warranty of merchantability of title as to Seller's own acts
                  with respect to the matters described above, with the
                  warranties waived herein including, without limitation, any
                  and all warranties of title or peaceable possession (other
                  than warranty of merchantability of title as to Seller's own
                  acts as to the matters described above) or as to zoning or
                  restrictions affecting the Property, any and all warranties as
                  to the condition of the Property or any of its components or
                  parts or contents or any improvements, fixtures, or equipment
                  forming a part thereof, any and all warranties with respect to
                  the fitness or suitability of the Property for Buyer's
                  business or any other particular or general use or purpose,
                  and any and all warranties with respect to the condition of
                  the Property under La. Civ. Code art. 2475, and any and all
                  warranties whatsoever under La. Civ. Code arts. 2477 through
                  2548 or any other provision of law. Buyer expressly
                  acknowledges the foregoing and waives any and all right or
                  cause of action that Buyer has or may have to rescind or
                  resolve this transfer or to demand a reduction in purchase
                  price based upon the existence of any redhibitory or other
                  vices, defects, or other deficiencies in the Property or any
                  improvements, fixtures, or equipment forming a part thereof,
                  based upon the unsuitability of the Property or any of its
                  components or parts for Buyer's intended use or any other use,
                  based upon any eviction of Buyer, in whole or in part, or
                  based upon any other claimed breach of warranty or other
                  matter whatsoever, this transfer being otherwise entirely at
                  Buyer's sole peril and risk, provided, however, that Seller
                  will remain liable for breach of its warranty of
                  merchantability of title as to its own acts with respect to
                  the matters described above. Buyer acknowledges and agrees
                  that the foregoing disclaimers and waiver of warranties have
                  been fully explained to Buyer and that Buyer understands the
                  same. Buyer and Seller jointly acknowledge and agree that the
                  foregoing waivers and disclaimers are of the essence of this
                  transaction and the same would not otherwise have been entered
                  into or consummated without them.

                  Without limiting the generality of the foregoing, Buyer hereby
                  expressly waives, and releases Seller from, any claims,
                  demands, causes or rights of action, in reimbursement,
                  contribution or otherwise, that Buyer has or may have against
                  Seller arising out of damages, losses or liabilities incurred
                  by or imposed on Buyer or its successors or assigns

                                 EXHIBIT G - 6


                  based upon the existence of any asbestos and/or any other
                  Hazardous Materials in, on or under the Property. "Hazardous
                  Materials" means any substance or substances: (i) the presence
                  of which requires investigation or remediation under any
                  federal, state or local statue, regulation, ordinance, order,
                  action, policy or law; or (ii) which is or becomes defined as
                  a "hazardous waste," hazardous substance," pollutant or
                  contaminant under any federal, state or local statute,
                  regulation, rule or ordinance or amendments thereto including,
                  without limitation, the Comprehensive Environmental Response,
                  Compensation and Liability Act (42 U.S.C, section 9601 et
                  seq.) and/or the Resource Conservation and Recovery Act (42
                  U.S.C. section 6901 et seq.); and/or the Louisiana
                  Environmental Quality Act (La. R.S. section 30:2001 et seq.);
                  or (iii) which is toxic, explosive, corrosive, flammable,
                  infectious, radioactive, carcinogenic, mutagenic, or otherwise
                  hazardous and is or becomes regulated by any governmental
                  authority, agency, department, commission, board, agency or
                  instrumentality of the United States, the State of Louisiana
                  or any political subdivision thereof."

      (g)   The following text shall be deemed added to Paragraph 21 (d):

            "For purposes of each Related Premises situate in Louisiana, as
security for performance of its obligations under this Lease up to, but not in
excess of a maximum amount outstanding from time to time, one or more times, of
$1,215,485,180, Tenant hereby collaterally assigns to Landlord all right, title,
and interest of Tenant in and to all subleases now in existence or hereafter
entered into for any or all of the Leased Premises, and any and all extensions,
modifications, and renewals thereof and all rents, issues and profits therefrom.
This collateral assignment shall become absolute automatically as provided in
La. R.S. Section 9:4401 upon the occurrence of an Event of Default, and at that
time, Landlord shall have the right to give notice to the subtenants and receive
the rents, issues, and profits directly, and all of its other rights and
remedies under this Lease and at law."

      (h)   The following text shall be deemed added to the end of Paragraph
            23(a)(i) and the end of Paragraph 26:

            "Tenant hereby waives all notice to vacate."

                                 EXHIBIT G - 7


      (i)   The following text shall be deemed added to the end of the last
            sentence of Paragraph 40(g): "or, for purposes of Louisiana law,
            solidary."

5.    With respect to each Related Premises situate in the state of Maryland,
      notwithstanding anything in the Lease to the contrary, the following
      provisions shall apply:

      (a)   Paragraph 11 (b) of the Lease is hereby deleted in its entirety and
            the following paragraph is inserted in its place:

                  Neither this Lease, nor any memorandum of leas or any other
                  instrument or document that publishes or otherwise gives
                  actual or constructive notice of this Lease or its terms shall
                  be recorded in the Land Records of Price George's County,
                  Maryland.

      (b)   Paragraph 23(a)(i) of the Lease is hereby amended so that
            immediately following the fifth sentence of such subsection, which
            fifth sentence concludes with "remove any Persons or property
            therefrom", the following sentence is inserted:

            Without limiting, and in furtherance of, the foregoing, Landlord may
bring an action or actions for possession of the Leased Premises pursuant to
Title 8, Subtitle 4 of the Real Property Article of the Annotated Code of
Maryland, as amended; and may proceed by an action for distress and sale of the
goods there found to levy the rent due, pursuant to Title 8, Subtitle 3 of the
Real Property Article of the Annotated Code of Maryland.

                                 EXHIBIT G - 8


                                                                       EXHIBIT H

                 TENANT'S POST-CLOSING ENVIRONMENTAL OBLIGATIONS

      At Tenant's sole cost and expense, Tenant (i) shall promptly retain (or
cause to be retained) ATC Associates ("ATC") for the purposes of implementing
ATC's March 29, 2004 Proposal #05-2004-042, "PROPOSAL FOR LTD SITE ASSESSMENT
(3-MW INSTALLATIONS) & SEMI-ANNUAL MONITORING ACTIVITIES FOR THREE YEARS" for
the Related Premises situate in Ocoee, Florida (the "Monitoring Work") and, (ii)
on or prior to September 30, 2007, shall cause ATC to (a) complete the
Monitoring Work, (b) issue a report in favor of Lender and Landlord containing
the results of the Monitoring Work, and (c) certify to Landlord and Lender that
ATC has been paid in full with respect to the Monitoring Work and the associated
report.

            Copies of all correspondence with ATC, including all reports
prepared by ATC in accordance with the proposal shall be send to Landlord via
overnight delivery to:

Reed Smith LLP                           UH Storage (DE) Limited Partnership
Attention: Louis A. Naugle, Esquire      c/o W. P. Carey & Co., LLC
435 Sixth Avenue                         50 Rockefeller Plaza, 2nd Floor
Pittsburgh, PA 15219                     New York, NY 10020
412-288-8586 (tel)                       Attention: Donna Neiley
412-288-3063 (fax)
1naugle@reedsmith.com

                                  EXHIBIT H-1

EX-10.4

                                                                    EXHIBIT 10.4

                                 LOAN AGREEMENT

                           Dated as of April 29, 2004

                                     Between

                      UH STORAGE (DE) LIMITED PARTNERSHIP,
                                   as Borrower

                                       and

                             BANK OF AMERICA, N.A.,
                                    as Lender

                               Loan Number: 57367

                            Servicing Number: 3166659



                                TABLE OF CONTENTS

                                                                                                            
ARTICLE 1 -        DEFINITIONS; PRINCIPLES OF CONSTRUCTION ...............................................      1
  Section 1.1      Definitions ...........................................................................      1
  Section 1.2      Principles of Construction ............................................................     20

ARTICLE 2 -        GENERAL TERMS .........................................................................     20
  Section 2.1      Loan Commitment; Disbursement to Borrower .............................................     20
  Section 2.2      Loan Payments .........................................................................     20
  Section 2.3      Late Payment Charge ...................................................................     22
  Section 2.4      Prepayment;  Defeasance ...............................................................     22
  Section 2.5      Payments after Default ................................................................     29
  Section 2.6      Usury Savings .........................................................................     29
  Section 2.7      Release of Property ...................................................................     30
  Section 2.8      Substitution of Properties ............................................................     31

ARTICLE 3 -        CONDITIONS PRECEDENT ..................................................................     38
  Section 3.1      Representations and Warranties; Compliance with Conditions ............................     38
  Section 3.2      Delivery of Loan Documents; Title Insurance; Reports; Leases ..........................     38
  Section 3.3      Related Documents .....................................................................     40
  Section 3.4      Organizational Documents ..............................................................     40
  Section 3.5      Opinions of Borrower's Counsel ........................................................     40
  Section 3 6      Intentionally Omitted .................................................................     40
  Section 3.7      Taxes and Other Charges ...............................................................     40
  Section 3.8      Completion of Proceedings .............................................................     40
  Section 3.9      Payments ..............................................................................     41
  Section 3.10       Transaction Costs ...................................................................     41
  Section 3.11       No Material Adverse Change ..........................................................     41
  Section 3.12       Leases ..............................................................................     41
  Section 3.13       Intentionally Omitted ...............................................................     41
  Section 3.14       REA Estoppels .......................................................................     41
  Section 3.15       Subordination and Attornment ........................................................     42
  Section 3.16       Tax Lot .............................................................................     42
  Section 3.17       Physical Conditions Report ..........................................................     42
  Section 3.18       Management Agreement/Operating Lease ................................................     42
  Section 3.19       Appraisal ...........................................................................     42
  Section 3 20       Financial Statements ................................................................     42
  Section 3.21       Intentionally Omitted ...............................................................     43
  Section 3.22       Further Documents ...................................................................     43

ARTICLE 4 -        REPRESENTATIONS AND WARRANTIES ........................................................     43
  Section 4.1      Organization ..........................................................................     43
  Section 4.2      Status of Borrower ....................................................................     43
  Section 4.3      Validity of Documents .................................................................     44
  Section 4.4      No Conflicts ..........................................................................     44





                                                                                                            
  Section 4.5      Litigation ............................................................................     44
  Section 4.6      Agreements ............................................................................     44
  Section 4.7      Solvency ..............................................................................     45
  Section 4.8      Full and Accurate Disclosure ..........................................................     45
  Section 4.9      No Plan Assets ........................................................................     45
  Section 4.10       Not a Foreign Person ................................................................     46
  Section 4.11       Intentionally Omitted ...............................................................     46
  Section 4.12       Business Purposes ...................................................................     46
  Section 4.13       Compliance ..........................................................................     46
  Section 4.14       Financial Information ...............................................................     46
  Section 4.15       Condemnation ........................................................................     47
  Section 4.16       Utilities and Public Access; Parking ................................................     47
  Section 4.17       Separate Lots .......................................................................     47
  Section 4.18       Assessments .........................................................................     47
  Section 4.19       Insurance ...........................................................................     47
  Section 4.20       Use of Properties ...................................................................     48
  Section 4.21       Certificate of Occupancy; Licenses ..................................................     48
  Section 4.22       Flood Zone ..........................................................................     48
  Section 4.23       Physical Condition ..................................................................     48
  Section 4.24       Intentionally Omitted ...............................................................     49
  Section 4.25       Leases and Rent Roll ................................................................     49
  Section 4.26       Filing and Recording Taxes ..........................................................     50
  Section 4.27       Operating Lease .....................................................................     50
  Section 4.28       Illegal Activity ....................................................................     50
  Section 4.29       Construction Expenses ...............................................................     50
  Section 4.30       Personal Property ...................................................................     50
  Section 4.31       Taxes ...............................................................................     50
  Section 4.32       Permitted Encumbrances ..............................................................     51
  Section 4.33       Federal Reserve Regulations .........................................................     51
  Section 4.34       Investment Company Act ..............................................................     51
  Section 4.35       Reciprocal Easement Agreements ......................................................     51
  Section 4.36       No Change in Facts or Circumstances; Disclosure .....................................     52
  Section 4.37       Management Agreement ................................................................     52
  Section 4.38       Survey ..............................................................................     52
  Section 4.39       Intentionally Omitted ...............................................................     52
  Section 4.40       Survival ............................................................................     52

ARTICLE 5 -        BORROWER COVENANTS ....................................................................     53
  Section 5.1      Existence; Compliance with Legal Requirements .........................................     53
  Section 5.2      Maintenance and Use of Properties .....................................................     53
  Section 5.3      Waste .................................................................................     53
  Section 5.4      Taxes and Other Charges ...............................................................     54
  Section 5.5      Litigation ............................................................................     55
  Section 5.6      Access to Properties ..................................................................     55
  Section 5.7      Notice of Default .....................................................................     55
  Section 5.8      Cooperate in Legal Proceedings ........................................................     55
  Section 5.9      Performance by Borrower ...............................................................     55





                                                                                                            
  Section 5.10       Awards; Insurance Proceeds ..........................................................     55
  Section 5.11       Financial Reporting .................................................................     56
  Section 5.12       Estoppel Statement ..................................................................     57
  Section 5.13       Leasing Matters .....................................................................     58
  Section 5.14       Management Agreement ................................................................     59
  Section 5.15       Liens ...............................................................................     60
  Section 5.16       Debt Cancellation ...................................................................     60
  Section 5.17       Zoning ..............................................................................     60
  Section 5.18       ERISA ...............................................................................     60
  Section 5.19       No Joint Assessment .................................................................     61
  Section 5.20       Reciprocal Easement Agreements ......................................................     61
  Section 5.21       Alterations .........................................................................     61
  Section 5.22       Operating Lease .....................................................................     61

ARTICLE 6 -        ENTITY COVENANTS ......................................................................     62
  Section 6.1      Single Purpose Entity/Separateness ....................................................     62
  Section 6.2      Change of Name, Identity or Structure .................................................     65
  Section 6.3      Business and Operations ...............................................................     66
  Section 6.4      Independent Director ..................................................................     66

ARTICLE 7          NO SALE OR ENCUMBRANCE  ANCE ..........................................................     67
  Section 7.1      Transfer Definitions ..................................................................     67
  Section 7.2      No Sale/Encumbrance ...................................................................     67
  Section 7.3      Permitted Transfers ...................................................................     68
  Section 7.4      Lender's Rights .......................................................................     68
  Section 7.5      Assumption of Borrower's Interest .....................................................     69
  Section 7.6      Reserved ..............................................................................     71

ARTICLE 8 -        INSURANCE; CASUALTY; CONDEMNATION; RESTORATION ........................................     71
  Section 8.1      Insurance .............................................................................     71
  Section 8.2      Casualty ..............................................................................     75
  Section 8.3      Condemnation ..........................................................................     75
  Section 8.4      Restoration ...........................................................................     76

ARTICLE 9 -        RESERVE FUNDS .........................................................................     80
  Section 9.1      Required Repairs ......................................................................     80
  Section 9.2      Replacements ..........................................................................     80
  Section 9.3      Groundwater Monitoring Reserve Funds ..................................................     81
  Section 9.4      Required Work .........................................................................     81
  Section 9.5      Release of Reserve Funds ..............................................................     83
  Section 9.6      Tax and Insurance Reserve Funds .......................................................     83
  Section 9.7      Required DSCR Reserve .................................................................     84
  Section 9.8      Reserve Account Balances ..............................................................     85
  Section 9.9      Reserve Funds Generally ...............................................................     85

ARTICLE 10 -         CASH MANAGEMENT .....................................................................     88
  Section 10.1       Cash Management Agreement ...........................................................     88





                                                                                                           
ARTICLE 11 -         EVENTS OF DEFAULT; REMEDIES .........................................................     88
  Section 11.1       Event of Default ....................................................................     88
  Section 11.2       Remedies ............................................................................     91

ARTICLE 12 -         ENVIRONMENTAL PROVISIONS ............................................................     92
  Section 12.1       Environmental Representations and Warranties ........................................     92
  Section 12.2       Environmental Covenants .............................................................     93
  Section 12.3       Lender's Rights .....................................................................     93
  section 12.4       Operations and Maintenance Programs .................................................     94
  Section 12.5       Environmental Definitions ...........................................................     94
  Section 12.6       Indemnification .....................................................................     94

ARTICLE 13 -         SECONDARY MARKET ....................................................................     96
  Section 13.1       Transfer of Loan ....................................................................     96
  Section 13.2       Delegation of Servicing .............................................................     96
  Section 13.3       Dissemination of Information ........................................................     96
  Section 13.4       Cooperation .........................................................................     96
  Section 13.5       Securitization Indemnification ......................................................     98
  Section 13.6       Rating Surveillance .................................................................    101

ARTICLE 14 -         INDEMNIFICATIONS ....................................................................    101
  Section 14.1       General Indemnification .............................................................    101
  Section 14.2       Mortgage and Intangible Tax Indemnification .........................................    102
  Section 14.3       ERISA Indemnification ...............................................................    102
  Section 14.4       Survival ............................................................................    102

ARTICLE 15 -         EXCULPATION .........................................................................    103
  Section 15.1       Exculpation .........................................................................    103

ARTICLE 16 -         NOTICES .............................................................................    105
  Section 16.1       Notices .............................................................................    105

ARTICLE 17 -         FURTHER ASSURANCES ..................................................................    106
  Section 17.1       Replacement Documents ...............................................................    106
  Section 17.2       Recording of Mortgages, Etc. ........................................................    106
  Section 17.3       Further Acts, Etc ...................................................................    107
  Section 17.4       Changes in Tax, Debt, Credit and Documentary Stamp Laws .............................    107
  Section 17.5       Expenses ............................................................................    108

ARTICLE 18 -         WAIVERS .............................................................................    109
  Section 18.1       Remedies Cumulative; Waivers ........................................................    109
  Section 18.2       Modification, Waiver in Writing .....................................................    109
  Section 18.3       Delay Not a Waiver ..................................................................    109
  Section 18.4       Trial by Jury .......................................................................    110
  Section 18.5       Waiver of Notice ....................................................................    110
  Section 18.6       Remedies of Borrower ................................................................    110





                                                                                                           
  Section 18.7       Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets .............    111
  Section 18.8       Waiver of Statute of Limitations ....................................................    111
  Section 18.9       Waiver of Counterclaim ..............................................................    111

ARTICLE 19 -         GOVERNING LAW .......................................................................    112
  Section 19.1       Choice of Law .......................................................................    112
  Section 19.2       Severability ........................................................................    112
  Section 19.3       Preferences .........................................................................    112

ARTICLE 20 -         MISCELLANEOUS .......................................................................    112
  Section 20.1       Survival ............................................................................    112
  Section 20.2       Lender's Discretion .................................................................    113
  Section 20.3       Headings ............................................................................    113
  Section 20.4       Cost of Enforcement .................................................................    113
  Section 20.5       Schedules Incorporated ..............................................................    113
  Section 20.6       Offsets, Counterclaims and Defenses .................................................    113
  Section 20.7       No Joint Venture or Partnership; No Third Party Beneficiaries .......................    113
  Section 20.8       Publicity ...........................................................................    115
  Section 20.9       Conflict; Construction of Documents; Reliance .......................................    115
  Section 20.10      Entire Agreement ....................................................................    115





                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT, dated as of April 29, 2004 (as amended, restated,
replaced, supplemented or otherwise modified from time to time, this
"AGREEMENT"), between BANK OF AMERICA, N.A., a national banking association,
having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North
Carolina 28255 (together with its successors and/or assigns, "LENDER") and UH
STORAGE (DE) LIMITED PARTNERSHIP, a Delaware limited partnership, having an
address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New
York 10020 (together with its successors and/or assigns, "BORROWER").

                                    RECITALS:

      Borrower desires to obtain the Loan (defined below) from Lender.

      Lender is willing to make the Loan to Borrower, subject to and in
accordance with the terms of this Agreement and the other Loan Documents
(defined below).

      In consideration of the making of the Loan by Lender and the covenants,
agreements, representations and warranties set forth in this Agreement, the
parties hereto hereby covenant, agree, represent and warrant as follows:

               ARTICLE 1 - DEFINITIONS; PRINCIPLES OF CONSTRUCTION

      Section 1.1 Definitions

      For all purposes of this Agreement, except as otherwise expressly required
or unless the context clearly indicates a contrary intent:

      "ACCEPTABLE ACCOUNTANT" shall mean (i) a "Big Four" accounting firm, (ii)
Sarvas King & Coleman P.C. or (iii) other regional or national independent
certified public accountant reasonably acceptable to Lender.

      "ACQUIRED PROPERTY" shall have the meaning set forth in Section
5.11(c)(i)(A) hereof.

      "ACQUIRED PROPERTY STATEMENTS" shall have the meaning set forth in Section
5.11(c)(i)(A) hereof.

      "ACT" shall have the meaning set forth in Section 6.1(c).

      "AFFILIATE" shall mean, as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by or is under common control
with such Person or is a director or officer of such Person or of an Affiliate
of such Person.

      "AFFILIATED LOANS" shall mean a loan made by Lender to a parent,
subsidiary or such other entity affiliated with Borrower or Borrower Principal.



      "AFFILIATED MANAGER" shall have the meaning set forth in Section 7.1
hereof.

      "AGENT" shall mean Bank of America, N.A. or any successor Eligible
Institution acting as Agent under the Cash Management Agreement.

      "ALLOCATED LOAN AMOUNT" shall, for each Individual Property, have the
meaning set forth on Schedule III hereto.

      "ALTA" shall mean American Land Title Association, or any successor
thereto.

      "APPRAISAL" shall mean an appraisal prepared in accordance with the
requirements of FIRREA, prepared by an independent third party appraiser holding
an MAI designation, who is State licensed or State certified if required under
the laws of the State where the applicable Individual Property is located, who
meets the requirements of FIRREA and who is otherwise satisfactory to Lender.

      "ASSIGNMENT OF MANAGEMENT AGREEMENT" shall mean, with respect to the
Properties, that certain Assignment and Subordination of Management Agreement
dated the date hereof among Lender, Borrower and Manager, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time.

      "ATC" shall mean ATC Associates.

      "AWARD" shall mean any compensation paid by any Governmental Authority in
connection with a Condemnation in respect of all or any part of any Individual
Property.

      "BANKRUPTCY CODE" shall mean Title 11 U.S.C. Section 101 et seq., and the
regulations adopted and promulgated pursuant thereto (as the same may be amended
from time to time).

      "BORROWER PRINCIPAL" shall mean CPA: 15.

      "BORROWER QUALIFIED SUBSIDIARY" shall mean an Affiliate of Borrower which
is directly or indirectly wholly owned and Controlled by a Borrower REIT,
provided such Borrower REIT has a net worth, as calculated by Lender, of at
least $100 Million.

      "BORROWER REIT" shall mean, individually and collectively, CIP, CPA: 12,
CPA: 14, CPA: 15, CPA: 16.

      "BUSINESS DAY" shall mean a day on which Lender is open for the conduct of
substantially all of its banking business at its office in the city in which the
Note is payable (excluding Saturdays and Sundays).

      "BUSINESS INCOME" shall mean, solely for purposes of Section 8.1(a)(iii)
hereof, (a) net income (as such term is used in accordance with GAAP) that would
have been earned or incurred and (b) continuing normal operating expenses
incurred, including payroll, to the extent that the insurance policy does not
specifically exclude or limit the calculation of payroll in the coverage under
the insurance policy

                                       2



      "CAPITAL EXPENDITURES" shall mean, for any period, the amount expended for
items capitalized under GAAP (including expenditures for building improvements
or major repairs and FF&E Expenditures).

      "CASH MANAGEMENT AGREEMENT" shall mean that certain Cash Management
Agreement by and among Borrower, Agent and Lender, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time,
relating to funds deposited in the Lockbox Account.

      "CASUALTY" shall have the meaning set forth in Section 8.2.

      "CIP" shall mean Carey Institutional Properties Incorporated.

      "CPA: 12" shall mean Corporate Property Associates 12 Incorporated.

      "CPA: 14" shall mean Corporate Property Associates 14 Incorporated.

      "CPA: 15" shall mean Corporate Property Associates 15 Incorporated.

      "CPA: 16" shall mean Corporate Property Associates 16-Global Incorporated.

      "CPI" shall have the meaning set forth in the Operating Lease.

      "CLOSING DATE" shall mean the date of the funding of the Loan.

      "CONDEMNATION" shall mean a temporary or permanent taking by any
Governmental Authority as the result, in lieu or in anticipation, of the
exercise of the right of condemnation or eminent domain, of all or any part of
any Individual Property, or any interest therein or right accruing thereto,
including any right of access thereto or any change of grade affecting such
Individual Property or any part thereof.

      "CONDEMNATION PROCEEDS" shall have the meaning set forth in Section
8.4(b).

      "CONTROL" shall have the meaning set forth in Section 7.1 hereof.

      "CREDITORS RIGHTS LAWS" shall mean with respect to any Person any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, conservatorship, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to its debts or debtors.

      "DEBT" shall mean the outstanding principal amount set forth in, and
evidenced by, this Agreement and the Note together with all interest accrued and
unpaid thereon and all other sums due to Lender in respect of the Loan under the
Note, this Agreement, the Mortgages or any other Loan Document.

      "DEBT SERVICE" shall mean, with respect to any particular period of time,
scheduled principal and/or interest payments under the Note.

                                       3



      "DEBT SERVICE COVERAGE RATIO" shall mean, as of any date of determination,
for the applicable period of calculation, the ratio, as determined by Lender, of
(i) Operating Lease Payments to (ii) the aggregate amount of Debt Service which
would be due for the same period assuming the maximum principal amount of the
Loan is outstanding (including, without limitation, any sums then contained in
the Required DSCR Reserve) and calculated at a mortgage constant equal to nine
and one-quarter percent (9.25%) or such other mortgage constant as may be
required from time to time by the Rating Agencies.

      "DEFAULT" shall mean the occurrence of any event hereunder or under any
other Loan Document which, but for the giving of notice or passage of time, or
both, would be an Event of Default.

      "DEFAULT RATE" shall mean, with respect to the Loan, a rate per annum
equal to the lesser of (a) the maximum rate permitted by applicable law, or (b)
four percent (4%) above the Note Rate.

      "DEFEASED NOTE" shall have the meaning set forth in Section 2.4 hereof.

      "DEFEASED PROPERTY" shall have the meaning set forth in Section 2.4
hereof.

      "DEFEASANCE COLLATERAL" shall have the meaning set forth in Section 2.4
hereof.

      "DEFEASANCE DATE" shall have the meaning set forth in Section 2.4 hereof.

      "DEFEASANCE EVENT" shall have the meaning set forth in Section 2.4 hereof.

      "DEFEASANCE SECURITY AGREEMENT" shall have the meaning set forth in
Section 2.4 hereof.

      "DISCLOSURE DOCUMENT" shall have the meaning set forth in Section 13.5
hereof.

      "ELIGIBLE ACCOUNT" shall mean a separate and identifiable account from all
other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state chartered depository institution or
trust company which complies with the definition of Eligible Institution or (b)
a segregated trust account or accounts maintained with a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or trust
company, is subject to regulations substantially similar to 12 C.F.R. Section
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal and state
authority. An Eligible Account will not be evidenced by a certificate of
deposit, passbook or other instrument.

      "ELIGIBLE INSTITUTION" shall mean Bank of America, N.A. or a depository
institution or trust company insured by the Federal Deposit Insurance
Corporation, the short term unsecured debt obligations or commercial paper of
which are rated at least "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch (to
the extent such Rating Agency has rated the Securities in a Securitization) in
the case of accounts in which funds are

                                       4



held for thirty (30) days or less (or, in the case of accounts in which funds
are held for more than thirty (30) days, the long term unsecured debt
obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by
Moody's (to the extent such Rating Agency has rated the Securities in a
Securitization)).

      "ENVIRONMENTAL LAW" shall have the meaning set forth in Section 12.5
hereof.

      "ENVIRONMENTAL LIENS" shall have the meaning set forth in Section 12.5
hereof.

      "ENVIRONMENTAL REPORT" shall have the meaning set forth in Section 12.5
hereof.

      "ENVIRONMENTAL VIOLATION" shall have the meaning set forth in the
Operating Lease.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time and any successor statutes thereto and applicable
regulations issued pursuant thereto in temporary or final form.

      "EVENT OF DEFAULT" shall have the meaning set forth in Section 11.1
hereof.

      "EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934, as
amended.

      "EXCHANGE ACT FILING" shall have the meaning set forth in Section 5.11(c)
hereof.

      "FF&E EXPENDITURES" shall mean, for any period, the amount expended for
the purchase of furniture, fixtures or equipment.

      "FIRREA" means the Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as the same may be amended from time to time.

      "FISCAL YEAR" shall mean each twelve (12) month period commencing on
January 1 and ending on December 31 during the term of the Loan.

      "FITCH" shall mean Fitch, Inc.

      "FORCE MAJEURE" shall mean the failure or inability of Borrower to perform
any obligation hereunder by reason of any act of God, enemy or hostile
government action, civil commotion, insurrection, sabotage, acts of terrorism,
strikes or lockouts or any other reason solely due to cause or causes beyond the
control of Borrower, Operating Lessee or any Affiliate of either of the
foregoing.

      "GAAP" shall mean generally accepted accounting principles in the United
States of America as of the date of the applicable financial report.

      "GROUNDWATER MANAGEMENT PLAN" shall mean the groundwater management plan
prepared by ATC as #05-2004-042 "Proposal for Ltd Assessment (3-MW

                                       5



Installations) & Semi-Annual Monitoring Activities for Three Years", as the same
may be amended, replaced, supplemented or otherwise modified from time to time.

      "GROUNDWATER MONITORING EVENTS" shall have the meaning set forth in
Section 9.3 hereof.

      "GROUNDWATER MONITORING RESERVE ACCOUNT" shall have the meaning set forth
in Section 9.3 hereof.

      "GROUNDWATER MONITORING RESERVE FUNDS" shall have the meaning set forth in
Section 9.3 hereof.

      "GOVERNMENTAL AUTHORITY" shall mean any court, board, agency, department,
commission, office or other authority of any nature whatsoever for any
governmental unit (federal, state, county, municipal, city, town, special
district or otherwise) whether now or hereafter in existence.

      "HAZARDOUS MATERIALS" shall have the meaning set forth in Section 12.5
hereof.

      "IMPROVEMENTS" shall have the meaning set forth in the granting clause of
the related Mortgage with respect to each Individual Property.

      "INDEMNIFIED PARTIES" shall mean (a) Lender, (b) any prior owner or holder
of the Loan or Participations in the Loan, (c) any servicer or prior servicer of
the Loan, (d) any Investor or any prior Investor in any Securities, (e) any
trustees, custodians or other fiduciaries who hold or who have held a full or
partial interest in the Loan for the benefit of any Investor or other third
party, (f) any receiver or other fiduciary appointed in a foreclosure or other
Creditors Rights Laws proceeding, (g) any officers, directors, shareholders,
partners, members, employees, agents, servants, representatives, contractors,
subcontractors, affiliates or subsidiaries of any and all of the foregoing, and
(h) the heirs, legal representatives, successors and assigns of any and all of
the foregoing (including, without limitation, any successors by merger,
consolidation or acquisition of all or a substantial portion of the Indemnified
Parties' assets and business), in all cases whether during the term of the Loan
or as part of or following a foreclosure of the Mortgages.

      "INDEPENDENT DIRECTOR" shall have the meaning set forth in Section 6.4(a).

      "INDIVIDUAL PROPERTY" shall mean each parcel of real property, the
Improvements thereon and all Personal Property owned by Borrower and encumbered
by a Mortgage, together with all rights pertaining to such Property and
Improvements, as more particularly described in each Mortgage and referred to
therein as the "Property", including any Release Property prior to its release
or any Substitute Property upon its substitution.

      "INITIAL CURE DATE" shall have the meaning set forth in Section 11.1(o)
hereof.

      "INSURANCE PREMIUMS" shall have the meaning set forth in Section 8.1(b)
hereof.

                                       6



      "INSURANCE PROCEEDS" shall have the meaning set forth in Section 8.4(b)
hereof.

      "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of 1986, as
amended, as it may be further amended from time to time, and any successor
statutes thereto, and applicable U.S. Department of Treasury regulations issued
pursuant thereto in temporary or final form.

      "INVESTMENT GRADE" shall mean a rating of "BBB-" or its equivalent by the
Rating Agencies.

      "INVESTOR" shall have the meaning set forth in Section 13.3 hereof.

      "ISSUER GROUP" shall have the meaning set forth in Section 13.5(b) hereof.

      "ISSUER PERSON" shall have the meaning set forth in Section 13.5(b)
hereof.

      "LEASE" shall have the meaning set forth in the Mortgage with respect to
each Individual Property, including, without limitation, the Operating Lease.

      "LEGAL REQUIREMENTS" shall mean, with respect to each Individual Property,
all statutes, laws, rules, orders, regulations, ordinances, judgments, decrees
and injunctions of Governmental Authorities affecting such Individual Property
or any part thereof, or the construction, use, alteration or operation thereof,
whether now or hereafter enacted and in force, and all permits, licenses,
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments, either of record or
actually known to Borrower, at any time in force affecting such Individual
Property or any part thereof, including, without limitation, any which may (a)
require repairs, modifications or alterations in or to such Individual Property
or any part thereof, or (b) in any way limit the use and enjoyment thereof.

      "LIEN" shall mean, with respect to each Individual Property, any mortgage,
deed of trust, lien, pledge, hypothecation, assignment, security interest, or
any other encumbrance, charge or transfer of, on or affecting Borrower,
Borrower's interest in the related Individual Property, any portion thereof or
any interest therein, including, without limitation, any conditional sale or
other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, the filing of any financing
statement, and mechanic's, materialmen's and other similar liens and
encumbrances, but excluding any furniture, fixtures and/or equipment owned by
Operating Lessee or any subtenant at the Properties.

      "LLC AGREEMENT" shall have the meaning set forth in Section 6.1(c).

      "LOAN" shall mean the loan made by Lender to Borrower pursuant to this
Agreement.

      "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Note, the
Mortgages, the Assignment of Management Agreement, the Cash Management
Agreement, the Subordination Agreement and any and all other documents,
agreements

                                       7



and certificates executed and/or delivered in connection with the Loan, as the
same may be amended, restated, replaced, supplemented or otherwise modified from
time to time.

      "LOCKBOX ACCOUNT" shall mean an Eligible Account established pursuant to
the Cash Management Agreement for deposit of all Rents and other receipts from
the Properties.

      "LOCKOUT PERIOD" shall mean the period commencing on the date hereof and
ending on the date which is six (6) months prior to the Maturity Date.

      "LOSSES" shall mean any and all direct claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses, costs, expenses, fines, penalties, charges,
fees, judgments, awards, amounts paid in settlement of whatever kind or nature
(including but not limited to reasonable attorneys' fees and costs).

      "MANAGEMENT AGREEMENT" shall mean, with respect to any Individual
Property, the management agreement entered into by and between Mercury Partners
and Manager, pursuant to which Manager is to provide management and other
services with respect to such Individual Property, as the same may be amended,
restated, replaced, supplemented or otherwise modified in accordance with the
terms of this Agreement.

      "MANAGER" shall mean U-HAUL SELF-STORAGE MANAGEMENT (WPC), INC., a Nevada
corporation or such other entity selected as the manager of the Properties or
any Individual Property in accordance with the terms of this Agreement.

      "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect, as
determined by Lender in its reasonable discretion, on (i) the business,
operations, property or condition (financial or otherwise) of Borrower, (ii) the
ability of Borrower to repay principal and interest on the Loan or to pay or
perform any of its material obligations, liabilities and indebtedness under this
Agreement, the Note or the Mortgages as such payment or performance becomes due
in accordance with the terms thereof, (iii) the ability of Borrower Principal to
pay or perform its obligations, liabilities and indebtedness under this
Agreement as such payment or performance becomes due in accordance with the
terms thereof, or (iv) the rights, powers and remedies of Lender under this
Agreement, the Note and the Mortgages or the validity, legality or
enforceability of this Agreement, the Note or the Mortgages.

      "MATURITY DATE" shall mean May 1, 2014.

      "MAXIMUM LEGAL RATE" shall mean the maximum nonusurious interest rate, if
any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Note and as
provided for herein or the other Loan Documents, under the laws of such state or
states whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions of the Loan.

      "MEMBER" shall have the meaning set forth in Section 6.1(c).

                                       8



      "MERCURY 99 GUARANTY" shall mean that certain Guaranty and Suretyship
Agreement dated as of March 31, 2004 made by Mercury 99, LLC, a Nevada limited
liability company to Borrower.

      "MERCURY OPERATING INCOME" shall mean, with respect to any period of time,
with respect to the operation of the Properties as contemplated by the Mercury
Partners Lease, all income of Borrower and/or Operating Lessee, as applicable,
computed on a cash basis, derived from the ownership and operation of the
Properties from whatever source, including, but not limited to, Rents, utility
charges, escalations, forfeited security deposits, interest on credit accounts,
service fees or charges, license fees, parking fees, rent concessions or
credits, and other required pass-throughs but excluding sales, use and occupancy
or other taxes on receipts required to be accounted for by Borrower to any
Governmental Authority, refunds and uncollectible accounts, sales of furniture,
fixtures and equipment, interest income from any source other than the escrow
accounts, Reserve Accounts or other accounts required pursuant to the Loan
Documents, Insurance Proceeds (other than business interruption or other loss of
income insurance), Awards, percentage rents, unforfeited security deposits,
utility and other similar deposits, income from tenants not paying rent, income
from tenants in bankruptcy, non-recurring or extraordinary income, including,
without limitation, proceeds from the sale of an Individual Property, lease
termination payments, and any disbursements to Borrower from the Reserve Funds

      "MERCURY PARTNERS" shall mean Mercury Partners Limited Partnership.

      "MERCURY PARTNERS LEASE" shall mean that certain Lease Agreement dated as
of March 31, 2004 between Borrower, as landlord, and Mercury Partners, as
tenant.

      "MERCURY PARTNERS SUBORDINATION AGREEMENT" shall mean that certain
Subordination Agreement dated as of the date hereof between Mercury Partners and
Lender.

      "MONTHLY PAYMENT AMOUNT" shall mean the monthly payment of interest and
principal due on each Scheduled Payment Date as set forth in Section 2.2(b)
hereof.

      "MOODY'S" shall mean Moody's Investor Services, Inc.

      "MORTGAGE" shall mean, with respect to each Individual Property, that
certain first priority mortgage/deed of trust/deed to secure debt and security
agreement dated the date hereof, executed and delivered by Borrower as security
for the Loan and encumbering such Individual Property, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time.

      "NEGATIVE PLEDGE AGREEMENT" shall mean collectively those certain Negative
Pledge Agreements by and between Borrower and Mercury Investments, Inc. with
respect to the ownership interests of Mercury Investments, Inc. in Mercury
Partners and by and between Borrower and Mark Shoen with respect to the
ownership interests of Mark Shoen in Mercury Investments, Inc.

                                       9



      "NET OPERATING INCOME" shall mean, with respect to any period of time, the
amount obtained by subtracting Operating Expenses from Operating Income.

      "NET PROCEEDS" shall have the meaning set forth in Section 8.4(b) hereof.

      "NET PROCEEDS DEFICIENCY" shall have the meaning set forth in Section
8.4(b)(vi) hereof.

      "NON-COMPETE AGREEMENT" shall have the meaning set forth in the Operating
Lease.

      "NOTE" shall mean that certain promissory note of even date herewith in
the principal amount of $183,000,000.00, made by Borrower in favor of Lender, as
the same may be amended, restated, replaced, supplemented or otherwise modified
from time to time.

      "NOTE RATE" shall mean an interest rate equal to 6.449% per annum.

      "O&M PROPERTIES" shall mean, the following Individual Properties: (i) 9250
Marshall, Lenexa, KS, (ii) 4504 W. NW Hwy, Crystal Lk, IL, (iii) 8518 Hwy 6
South, Houston, TX, (iv) 11855 S. Cicero, Alsip, IL, (v) 14523 Telegraph,
Woodbridge, VA, (vi) 780 E. 138th, New York, NY, (vii) 8671 Central Ave, Capitol
Hts, MD, (viii) 804 W. Roslyn, Colonial Hts, VA, (ix) 3425 S. 40th St., Phoenix,
AZ, (x) 499 Montgomery, Chicopee, MA, (xi) 4100 Barksdale, Bossier Cty, LA,
(xii) 103530 Overseas Hwy, Key Largo, FL (xiii) 523 Hamric, Oxford, AL, (xiv)
499 Montgomery, Chicopee, MA.

      "OFFERING DOCUMENT DATE" shall have the meaning set forth in Section
5.11(c)(i)(D) hereof.

      "OPERATING EXPENSES" shall mean, with respect to any period of time, the
sum of (i) the greater of (a) with respect to the operation of the Properties as
contemplated by the Mercury Partners Lease, the total of all expenses actually
paid or payable, computed on a cash basis, of whatever kind relating to the
operation, maintenance and management of the Properties, including without
limitation, utilities, ordinary repairs and maintenance, Insurance Premiums,
license fees, Taxes and Other Charges, advertising expenses, payroll and related
taxes, computer processing charges, management fees equal to the greater of 6%
of the Operating Income of the Properties as contemplated by the Mercury
Partners Lease and the management fees actually paid under the Management
Agreement, operational equipment or other lease payments as approved by Lender,
but specifically excluding depreciation and amortization, income taxes, Debt
Service, Operating Lease Payments, any incentive fees due under the Management
Agreement, any item of expense that in accordance with GAAP should be
capitalized but only to the extent the same would qualify for funding from the
Reserve Accounts, any item of expense that would otherwise be covered by the
provisions hereof but which is paid by any Tenant under such Tenant's Lease or
other agreement, and deposits into the Reserve Accounts and (b) forty-percent
(40%) of the Mercury Operating Income plus (ii) normalized Capital Expenditures
equal to $0.15 per square foot per annum.

                                       10



      "OPERATING INCOME" shall mean, with respect to any period of time, the sum
of (i) the Mercury Operating Income and (ii) fifty percent (50%) of the
Operating Lease Payment due pursuant to the U-Move Lease.

      "OPERATING LEASE" shall mean, individually and/or collectively, as the
context may require, the Mercury Partners Lease and the U-Move Lease.

      "OPERATING LEASE DEFAULT DEPOSIT" shall have the meaning set forth in
Section 11.l(o) hereof.

      "OPERATING LEASE GUARANTY" shall mean, individually and/or collectively,
as the context may require, (i) that UHaul Guaranty and (ii) the Mercury 99
Guaranty.

      "OPERATING LEASE PAYMENTS" shall mean all rent (including, without
limitation, base rent and additional rent) and all other charges due and payable
by Operating Lessee to Borrower pursuant to the Operating Lease.

      "OPERATING LESSEE" shall mean, individually and/or collectively, as the
context may require, Mercury Partners and UHaul Moving.

      "OPERATING LESSEE PRINCIPAL" shall have the respective meaning set forth
in the Mercury Partners Subordination Agreement.

      "OPERATING LESSEE SPE ENTITIES" shall mean collectively, Operating Lessee
and Operating Lessee Principal.

      "OPERATIONS DEBT SERVICE COVERAGE RATIO" shall mean, as of any date of
determination, for the applicable period of calculation, the ratio, as
determined by Lender, of (i) Net Operating Income to (ii) the aggregate amount
of Debt Service which would be due for the same period assuming the maximum
principal amount of the Loan is outstanding (but, for the purpose of this
definition only, any sums then contained in the Required DSCR Reserve shall not
be deemed outstanding) and calculated at a mortgage constant equal to nine and
one-quarter percent (9.25%) or such other mortgage constant as may be required
from time to time by the Rating Agencies.

      "OTHER CHARGES" shall mean all ground rents, maintenance charges,
impositions other than Taxes, and any other charges, including, without
limitation, vault charges and license fees for the use of vaults, chutes and
similar areas adjoining any Individual Property, now or hereafter levied or
assessed or imposed against such Individual Property or any part thereof.

      "PARTICIPATIONS" shall have the meaning set forth in Section 13.1 hereof.

      "PERMITTED ENCUMBRANCES" shall mean, with respect to an Individual
Property, collectively, (a) the Lien and security interests created by the Loan
Documents, (b) all Liens, encumbrances and other matters disclosed in the Title
Insurance Policy relating to such Individual Property, (c) Liens, if any, for
Taxes imposed by any Governmental

                                       11



Authority not yet due or delinquent, and (d) such other title and survey
exceptions as Lender has approved or may approve in writing in Lender's sole
discretion.

      "PERMITTED INVESTMENTS" shall mean to the extent available from Lender or
Lender's servicer for deposits in the Reserve Accounts and the Lockbox Account,
any one or more of the following obligations or securities acquired at a
purchase price of not greater than par, including those issued by a servicer of
the Loan, the trustee under any securitization or any of their respective
Affiliates, payable on demand or having a maturity date not later than the
Business Day immediately prior to the date on which the funds used to acquire
such investment are required to be used under this Agreement and meeting one of
the appropriate standards set forth below:

      (a) obligations of, or obligations fully guaranteed as to payment of
principal and interest by, the United States or any agency or instrumentality
thereof provided such obligations are backed by the full faith and credit of the
United States of America including, without limitation, obligations of: the U.S.
Treasury (all direct or fully guaranteed obligations), the Farmers Home
Administration (certificates of beneficial ownership), the General Services
Administration (participation certificates), the U.S. Maritime Administration
(guaranteed Title XI financing), the Small Business Administration (guaranteed
participation certificates and guaranteed pool certificates), the U.S.
Department of Housing and Urban Development (local authority bonds) and the
Washington Metropolitan Area Transit Authority (guaranteed transit bonds);
provided, however, that the investments described in this clause must (i) have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change, (ii) be rated "AAA" or the equivalent by each of the Rating Agencies,
(iii) if rated by S&P, must not have an "r" highlighter affixed to their rating,
(iv) if such investments have a variable rate of interest, such interest rate
must be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (v) such investments must not be
subject to liquidation prior to their maturity;

      (b) Federal Housing Administration debentures;

      (c) obligations of the following United States government sponsored
agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated systemwide bonds and notes), the Federal Home Loan Banks
(consolidated debt obligations), the Federal National Mortgage Association (debt
obligations), the Financing Corp. (debt obligations), and the Resolution Funding
Corp. (debt obligations); provided, however, that the investments described in
this clause must (i) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (ii) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (iii) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that
index, and (iv) such investments must not be subject to liquidation prior to
their maturity;

      (d) federal funds, unsecured certificates of deposit, time deposits,
bankers' acceptances and repurchase agreements with maturities of not more than
365 days of any bank, the short term obligations of which at all times are rated
in the highest short term

                                       12



rating category by each Rating Agency (or, if not rated by all Rating Agencies,
rated by at least one Rating Agency in the highest short term rating category
and otherwise acceptable to each other Rating Agency, as confirmed in writing
that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the initial, or, if higher, then current ratings
assigned to the Securities); provided, however, that the investments described
in this clause must (i) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (ii) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (iii) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that
index, and (iv) such investments must not be subject to liquidation prior to
their maturity;

      (e) fully Federal Deposit Insurance Corporation-insured demand and time
deposits in, or certificates of deposit of, or bankers' acceptances with
maturities of not more than 365 days and issued by, any bank or trust company,
savings and loan association or savings bank, the short term obligations of
which at all times are rated in the highest short term rating category by each
Rating Agency (or, if not rated by all Rating Agencies, rated by at least one
Rating Agency in the highest short term rating category and otherwise acceptable
to each other Rating Agency, as confirmed in writing that such investment would
not, in and of itself, result in a downgrade, qualification or withdrawal of the
initial, or, if higher, then current ratings assigned to the Securities);
provided, however, that the investments described in this clause must (i) have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change, (ii) if rated by S&P, must not have an "r" highlighter affixed to their
rating, (iii) if such investments have a variable rate of interest, such
interest rate must be tied to a single interest rate index plus a fixed spread
(if any) and must move proportionately with that index, and (iv) such
investments must not be subject to liquidation prior to their maturity;

      (f) debt obligations with maturities of not more than 365 days and at all
times rated by each Rating Agency (or, if not rated by all Rating Agencies,
rated by at least one Rating Agency and otherwise acceptable to each other
Rating Agency, as confirmed in writing that such investment would not, in and of
itself, result in a downgrade, qualification or withdrawal of the initial, or,
if higher, then current ratings assigned to the Securities) in its highest
long-term unsecured rating category; provided, however, that the investments
described in this clause must (i) have a predetermined fixed dollar of principal
due at maturity that cannot vary or change, (ii) if rated by S&P, must not have
an "r" highlighter affixed to their rating, (iii) if such investments have a
variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that
index, and (iv) such investments must not be subject to liquidation prior to
their maturity;

      (g) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) with maturities
of not more than 365 days and that at all times is rated by each Rating Agency
(or, if not rated by all Rating Agencies, rated by at least one Rating Agency
and otherwise acceptable to each other Rating Agency, as confirmed in writing
that such investment would not, in and of

                                       13



itself, result in a downgrade, qualification or withdrawal of the initial, or,
if higher, then current ratings assigned to the Securities) in its highest
short-term unsecured debt rating; provided, however, that the investments
described in this clause must (i) have a predetermined fixed dollar of principal
due at maturity that cannot vary or change, (ii) if rated by S&P, must not have
an "r" highlighter affixed to their rating, (iii) if such investments have a
variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that
index, and (iv) such investments must not be subject to liquidation prior to
their maturity;

      (h) units of taxable money market funds or mutual funds, with maturities
of not more than 365 days and which funds are regulated investment companies,
seek to maintain a constant net asset value per share and invest solely in
obligations backed by the full faith and credit of the United States, which
funds have the highest rating available from each Rating Agency (or, if not
rated by all Rating Agencies, rated by at least one Rating Agency and otherwise
acceptable to each other Rating Agency, as confirmed in writing that such
investment would not, in and of itself, result in a downgrade, qualification or
withdrawal of the initial, or, if higher, then current ratings assigned to the
Securities) for money market funds or mutual funds; and

      (i) any other security, obligation or investment which has been approved
as a Permitted Investment in writing by (i) Lender and (ii) each Rating Agency,
as evidenced by a written confirmation that the designation of such security,
obligation or investment as a Permitted Investment will not, in and of itself,
result in a downgrade, qualification or withdrawal of the initial, or, if
higher, then current ratings assigned to the Securities by such Rating Agency;

provided, however, that no obligation or security shall be a Permitted
Investment if (A) such obligation or security evidences a right to receive only
interest payments, (B) the right to receive principal and interest payments on
such obligation or security are derived from an underlying investment that
provides a yield to maturity in excess of one hundred twenty percent (120%) of
the yield to maturity at par of such underlying investment or (C) such
obligation or security has a remaining term to maturity in excess of one (1)
year.

      "PERSON" shall mean any individual, corporation, partnership, joint
venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

      "PERSONAL PROPERTY" shall have the meaning set forth in the granting
clause of the Mortgages.

      "PHYSICAL CONDITIONS REPORT" shall mean, with respect to each Individual
Property, a report prepared by a company satisfactory to Lender regarding the
physical condition of such Individual Property, satisfactory in form and
substance to Lender in its sole discretion.

      "POLICIES" shall have the meaning specified in Section 8.1(b) hereof.

                                       14



      "PROHIBITED TRANSFER" shall have the meaning set forth in Section 7.2
hereof.

      "PROPERTIES" shall mean, collectively, each and every Individual Property
which is subject to the terms of this Agreement.

      "PROPERTY" shall mean, as the context may require, the Properties or an
Individual Property.

      "PROVIDED INFORMATION" shall have the meaning set forth in Section 13.4(a)
hereof.

      "QUALIFIED MANAGER" shall mean (1) Manager or one or more of its
Affiliates, (2) an Affiliate of WPC formed solely to manage the Properties, or
(3) such other reputable professional management organization that has (or whose
principals or key management have), together with its Affiliates, (a) not less
than five (5) years experience managing properties of a type, quality and size
similar to the Properties, totaling in the aggregate not less than (y) 3,000,000
square feet and (z) 30,000 units and (b) prior to whose employment as manager of
the Properties (i) prior to the occurrence of a Securitization, such employment
shall have been approved by Lender, and (ii) after the occurrence of a
Securitization, Lender shall have received written confirmation from the Rating
Agencies that the employment of such manager will not result in a downgrade,
withdrawal or qualification of the then current ratings of the Securities.

      "QUALIFIED TRANSFEREE" shall mean any one of the following Persons:

            (i) a pension fund, pension trust or pension account that (a) has
      total real estate assets of at least $750 Million and (b) is managed by a
      Person who controls at least $750 Million of real estate equity assets; or

            (ii) a pension fund advisor who (a) immediately prior to such
      transfer, controls at least $750 Million of real estate equity assets and
      (b) is acting on behalf of one or more pension funds that, in the
      aggregate, satisfy the requirements of clause (i) of this definition; or

            (iii) an insurance company which is subject to supervision by the
      insurance commissioner, or a similar official or agency, of a state or
      territory of the United States (including the District of Columbia) (a)
      with a net worth, as of a date no more than six (6) months prior to the
      date of the transfer, of at least $500 Million and (b) who, immediately
      prior to such transfer, controls real estate equity assets of at least
      $750 Million; or

            (iv) a corporation organized under the banking laws of the United
      States or any state or territory of the United States (including the
      District of Columbia) (a) with a combined capital and surplus of at least
      $500 Million and (b) who, immediately prior to such transfer, controls
      real estate equity assets of at least $750 Million; or

                                       15



            (v) any Person (a) with a long-term unsecured debt rating from the
      Rating Agencies of at least "BBB-" (or its equivalent) or (b) who (i) is,
      or, simultaneously with the applicable transfer enters into a Management
      Agreement with, a Qualified Manager and (ii) has a net worth, as of a date
      no more than six (6) months prior to the date of such transfer, of at
      least $500 Million; or

            (vi) any other Person (a) approved by Lender or (b) if a
      Securitization shall have occurred, approved by Lender and the Rating
      Agencies.

      "RATING AGENCIES" shall mean (i) prior to a Securitization, each of S&P,
Moody's and Fitch and any other nationally-recognized statistical rating agency
which has been approved by Lender, and (ii) after a Securitization has occurred,
each such Rating Agency which has rated the Securities in such Securitization.
If only a portion of the Loan is part of a Securitization, clause (i) shall
apply to the portion that is not part of a Securitization and clause (ii) shall
apply only to that portion that is part of a Securitization.

      "REA" shall mean any construction, operation and reciprocal easement
agreement or similar agreement (including any separate agreement or other
agreement between Borrower and one or more other parties to an REA with respect
to such REA) affecting any Individual Property or portion thereof.

      "RELEASE" shall have the meaning set forth in Section 12.5 hereof.

      "RELEASE PRICE" shall mean, for each Individual Property, one hundred
twenty-five percent (125%) of the Allocated Loan Amount for such Individual
Property.

      "RELEASE PROPERTY" shall have the meaning set forth in Section 2.8 hereof.

      "REMAINING PROPERTY" shall have the meaning set forth in Section 2.4
hereof.

      "REMIC PROHIBITION PERIOD" shall have the meaning set forth in Section 2.4
hereof.

      "REMIC TRUST" shall mean a "real estate mortgage investment conduit"
(within the meaning of Section 860D, or applicable successor provisions, of the
Code) that holds the Note.

      "RENT ROLL" shall have the meaning set forth in Section 4.24 hereof.

      "RENTS" shall have the meaning set forth in the Mortgages with respect to
each Individual Property.

      "REPLACEMENT MANAGEMENT AGREEMENT" shall mean, collectively, (a) either
(i) a management agreement with a Qualified Manager substantially in the same
form and substance as the Management Agreement, or (ii) a management agreement
with a Qualified Manager, which management agreement shall be subject to then
current market terms and conditions; and (b) an assignment of management
agreement substantially in

                                       16


the form of the Assignment of Management Agreement (or such other form
reasonably acceptable to Lender), executed and delivered to Lender by Borrower
and such Qualified Manager.

      "REPLACEMENT RESERVE ACCOUNT" shall have the meaning set forth in Section
9.2(b) hereof.

      "REPLACEMENT RESERVE FUNDS" shall have the meaning set forth in Section
9.2(b) hereof.

      "REPLACEMENTS" shall have the meaning set forth in Section 9.2(a) hereof.

      "REQUIRED DSCR OPERATIONS DEBT SERVICE COVERAGE RATIO" shall mean, as of
any date of determination, for the applicable period of calculation, the ratio,
as determined by Lender, of (i) Net Operating income to (ii) the aggregate
amount of Debt Service which would be due for the same period assuming the
maximum principal amount of the Loan is outstanding (including, without
limitation, any sums then contained in the Required DSCR Reserve) and calculated
at a mortgage constant equal to nine and one-quarter percent (9.25%) or such
other mortgage constant as may be required from time to time by the Rating
Agencies.

      "REQUIRED DSCR RESERVE ACCOUNT" shall have the meaning set forth in
Section 9.7(a) hereof.

      "REQUIRED DSCR RESERVE FUNDS" shall have the meaning set forth in Section
9.7(b) hereof.

      "REQUIRED REPAIRS" shall have the meaning set forth in Section 9.1 hereof.

      "REQUIRED WORK" shall have the meaning set forth in Section 9.4 hereof.

      "RESERVE ACCOUNTS" shall mean the Tax and Insurance Reserve Account, the
Replacement Reserve Account, the Required DSCR Reserve Account, the Groundwater
Monitoring Reserve Account or any other escrow account established by the Loan
Documents.

      "RESERVE FUNDS" shall mean the Tax and Insurance Reserve Funds, the
Replacement Reserve Funds, the Required DSCR Reserve Funds, the Groundwater
Monitoring Reserve Funds or any other escrow funds established by the Loan
Documents.

      "RESPONSIBLE OFFICER" means with respect to a Person, the chairman of the
board, president, chief operating officer, chief financial officer, senior vice
president, executive vice president, treasurer or vice president-finance of such
Person.

      "RESTORATION" shall mean, following the occurrence of a Casualty or a
Condemnation which is of a type necessitating the repair of an Individual
Property, the completion of the repair and restoration of such Individual
Property as nearly as possible

                                       17



to the condition the Individual Property was in immediately prior to such
Casualty or Condemnation, with such alterations as may be reasonably approved by
Lender.

      "RESTORATION CONSULTANT" shall have the meaning set forth in Section
8.4(b)(iii) hereof.

      "RESTORATION RETAINAGE" shall have the meaning set forth in Section
8.4(b)(iv) hereof.

      "RESTRICTED PARTY" shall have the meaning set forth in Section 7.1 hereof.

      "REVIEWED SECTIONS" shall have the meaning set forth in Section 13.5(b)
hereof.

      "SALE OR PLEDGE" shall have the meaning set forth in Section 7.1 hereof.

      "SCHEDULED PAYMENT DATE" shall have the meaning set forth in Section
2.2(b) hereof.

      "SECURITIES" shall have the meaning set forth in Section 13.1 hereof.

      "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

      "SECURITIES LIABILITIES" shall have the meaning set forth in Section 13.5
hereof.

      "SECURITIZATION" shall have the meaning set forth in Section 13.1 hereof.

      "SERVICE LICENSES" shall have the meaning set forth in Section 4.1.21
hereof.

      "SPECIAL MEMBER" shall have the meaning set forth in Section 6.1(c).

      "SPE COMPONENT ENTITY" shall have the meaning set forth in Section 6.1(b)
hereof.

      "STANDARD STATEMENTS" shall have the meaning set forth in Section
5.11(c)(i)(A) hereof.

      "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

      "STATE" shall mean, with respect to an Individual Property the State in
which such Individual Property or any part thereof is located.

      "SUBORDINATION AGREEMENT" shall mean, individually and/or collectively, as
the context may require, the Mercury Partners Subordination Agreement and U-Move
Subordination Agreement.

      "SUBORDINATION AGREEMENT DEFAULT DEPOSIT" shall have the meaning set forth
in Section 11.1(k) hereof.

                                       18



      "SUBORDINATION AGREEMENT INITIAL CURE DATE" shall have the meaning set
forth in Section 11.1 (k) hereof.

      "SUBSTITUTE ALLOCATED LOAN AMOUNT" shall have the meaning set forth in
Section 2.8 hereof.

      "SUBSTITUTE PROPERTY" shall have the meaning set forth in Section 2.8
hereof.

      "SUCCESSOR BORROWER" shall have the meaning set forth in Section 2.4
hereof.

      "SURVEY" shall mean, with respect to an Individual Property, a survey
prepared by a surveyor licensed in the State where such Individual Property is
located and satisfactory to Lender and the company or companies issuing the
Title Insurance Policies, and containing a certification of such surveyor
satisfactory to Lender.

      "TAX AND INSURANCE RESERVE FUNDS" shall have the meaning set forth in
Section 9.6 hereof.

      "TAX AND INSURANCE RESERVE ACCOUNT" shall have the meaning set forth in
Section 9.6 hereof.

      "TAXES" shall mean all real estate and personal property taxes,
assessments, condominium charges or assessments, water rates or sewer rents, now
or hereafter levied or assessed or imposed against any Individual Property or
part thereof.

      "TENANT" shall mean any Person leasing, subleasing or otherwise occupying
any portion of any Individual Property under a Lease or other occupancy
agreement with Borrower.

      "TERMINATION AMOUNT" shall have the meaning set forth in the Operating
Lease.

      "THRESHOLD AMOUNT" shall have the meaning set forth in the Operating
Lease.

      "TITLE INSURANCE POLICY" shall mean that certain ALTA mortgagee title
insurance policy issued with respect to each Individual Property and insuring
the Lien of a Mortgage.

      "TRANSFEREE" shall have the meaning set forth in Section 7.5 hereof.

      "UCC" or "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial Code
as in effect in the State where the applicable Individual Property is located.

      "UHAUL GUARANTY" shall mean that certain Guaranty and Suretyship Agreement
dated as of March 31, 2004 made by U-Haul International, Inc., a Nevada
corporation to Borrower.

      "UHAUL MOVING" shall mean UHaul Moving Partners, Inc., a Nevada
corporation

                                       19



      "U-MOVE LEASE" shall mean that certain Lease Agreement dated as of March
31, 2004 between Borrower, as landlord, and UHaul Moving, as tenant.

      "U-MOVE SUBORDINATION AGREEMENT" shall mean that certain Subordination
Agreement dated as of the date hereof between UHaul Moving and Lender.

      "UNDEFEASED NOTE" shall have the meaning set forth in Section 2.4 hereof.

      "UNDERWRITER GROUP" shall have the meaning set forth in Section 13.5(b)
hereof.

      "WPC" shall mean W.P. Carey & Co LLC.

      Section 1.2 Principles of Construction.

      All references to sections and schedules are to sections and schedules in
or to this Agreement unless otherwise specified. All uses of the word
"including" shall mean "including, without limitation" unless the context shall
indicate otherwise. Unless otherwise specified, the words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Unless otherwise specified, all meanings attributed to defined terms
herein shall be equally applicable to both the singular and plural forms of the
terms so defined.

                           ARTICLE 2 - GENERAL TERMS

      Section 2.1 Loan Commitment; Disbursement to Borrower

      (a) Subject to and upon the terms and conditions set forth herein, Lender
hereby agrees to make and Borrower hereby agrees to accept the Loan on the
Closing Date.

      (b) Borrower may request and receive only one borrowing in respect of the
Loan and any amount borrowed and repaid in respect of the Loan may not be
reborrowed.

      (c) The Loan shall be evidenced by the Note and secured by the Mortgages
and the other Loan Documents.

      (d) Borrower shall use the proceeds of the Loan to (i) pay certain costs
in connection with the acquisition and financing of the Properties, (ii) make
deposits into the Reserve Funds on the Closing Date in the amounts provided
herein, (iii) pay costs and expenses incurred in connection with the closing of
the Loan, as approved by Lender, (iv) fund any working capital requirements of
the Properties, and (v) distribute the balance, if any, to its partners, members
or shareholders, as applicable.

      Section 2.2 Loan Payments

      (a) The Loan shall bear interest at a fixed rate per annum equal to the
Note Rate. Interest shall be computed based on the daily rate produced assuming
a three

                                       20



hundred sixty (360) day year, multiplied by the actual number of days elapsed.
Except as otherwise set forth in this Agreement, interest shall be paid in
arrears.

      (b) Borrower hereby agrees to pay sums due under the Note as follows: An
initial payment of $65,564.84 is due on the Closing Date for interest from the
Closing Date through and including April 30, 2004. Thereafter, except as may be
adjusted in accordance with the last sentence of Section 2.2(c), consecutive
monthly installments of principal and interest in an amount equal to
$1,229,803.60 shall be payable pursuant to the terms of Section 2.2(d) (the
"MONTHLY PAYMENT AMOUNT") on the first (1st) day of each month beginning on June
1, 2004 (each a "SCHEDULED PAYMENT DATE") until the entire indebtedness
evidenced hereby is fully paid, except that any remaining indebtedness, if not
sooner paid, shall be due and payable on the Maturity Date.

      (c) The Monthly Payment Amount shall mean the amount of interest and
principal which would be due in order to fully amortize the principal amount of
the Loan, over an amortization term of twenty-five (25) years assuming an annual
interest rate equal to the Note Rate, computed on the basis of a three hundred
sixty (360) day year consisting of twelve (12) months of thirty (30) days each.
Borrower expressly understands and agrees that such computation of interest
based on a three hundred sixty (360) day year consisting of twelve (12) months
of thirty (30) days each is solely for the purpose of determining the Monthly
Payment Amount, and, notwithstanding such computation, interest shall accrue on
the outstanding principal amount of the Loan as provided in Section 2.2(a)
above. Borrower understands and acknowledges that such interest accrual
requirement results in more interest accruing on the Loan than if either a
thirty (30) day month and a three hundred sixty (360) day year or the actual
number of days and a three hundred sixty-five (365) day year were used to
compute the accrual of interest on the Loan. Borrower recognizes that such
interest accrual requirement will not fully amortize the Loan within the
amortization period set forth above. Following any partial prepayment occurring
solely as a result of the application of Insurance Proceeds or Awards pursuant
to the terms of this Agreement, Lender may, in its sole and absolute discretion,
adjust the Monthly Payment Amount to give effect to any such partial prepayment,
provided, however, that in no event will any such adjustment result in any such
installment becoming due and payable on any date after the Maturity Date.

      (d) Each payment by Borrower hereunder or under the Note shall be payable
at P.O. Box 515228, Los Angeles, California 90051-6528, Attn: Commercial
Mortgage Loan Servicing #1777, or at such other place as the Lender may
designate from time to time in writing, on the date such payment is due, to
Lender by deposit to such account as Lender may designate by written notice to
Borrower. Whenever any payment hereunder or under the Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the
first Business Day preceding such scheduled due date.

      (e) Prior to the occurrence of an Event of Default, all monthly payments
made as scheduled under this Agreement and the Note shall be applied first to
the payment of interest computed at the Note Rate, and the balance toward the
reduction of the principal amount of the Note. All voluntary and involuntary
prepayments on the Note shall be applied, to the extent thereof, to accrued but
unpaid interest on the amount prepaid, to the

                                       21



remaining principal amount, and any other sums due and unpaid to Lender in
connection with the Loan, in such manner and order as Lender may elect in its
sole and absolute discretion, including, but not limited to, application to
principal installments in inverse order of maturity. Following the occurrence of
an Event of Default, any payment made on the Note shall be applied to accrued
but unpaid interest, late charges, accrued fees, the unpaid principal amount of
the Note, and any other sums due and unpaid to Lender in connection with the
Loan, in such manner and order as Lender may elect in its sole and absolute
discretion.

      (f) All payments made by Borrower hereunder or under the Note or the other
Loan Documents shall be made irrespective of, and without any deduction for, any
setoff, defense or counterclaims.

      Section 2.3 Late Payment Charge

      If any principal or interest payment is not paid by Borrower on or before
the date after the same is due, Borrower shall pay to lender upon demand an
amount equal to the lesser of four percent (4%) of such unpaid sum or the
maximum amount permitted by applicable law in order to defray the expense
incurred by Lender in handling and processing such delinquent payment and to
compensate Lender for the loss of the use of such delinquent payment. Any such
amount shall be secured by the Mortgages and the other Loan Documents to the
extent permitted by applicable law.

      Section 2.4 Prepayment; Defeasance

      Except as otherwise expressly permitted by this Section 2.4 no voluntary
prepayments, whether in whole or in part, of the Loan or any other amount at any
time due and owing under the Note can be made by Borrower or any other Person
without the express written consent of Lender.

      (a) Lockout Period. Borrower has no right to make, and Lender shall have
no obligation to accept, any voluntary prepayment, whether in whole or in part,
of the Loan during the Lockout Period. Notwithstanding the foregoing, if either
(i) Lender, in its sole and absolute discretion, accepts a full or partial
voluntary prepayment during the Lockout Period or (ii) there is an involuntary
prepayment during the Lockout Period, then, in either case, Borrower shall, in
addition to any portion of the Loan prepaid (together with all interest accrued
and unpaid thereon), pay to Lender a prepayment premium in an amount calculated
in accordance with Section 2.4(e) hereof.

      (b) Defeasance.

            (i) Notwithstanding, any other provision of this Section 2.4 to the
      contrary, including, without limitation, subsection (a) of this Section
      2.4, at any time other than during a REMIC Prohibition Period, Borrower
      may (1) voluntarily defease in whole the Note and obtain releases from the
      Liens of the Mortgages of all of the Properties or (2) partially defease
      the Note and obtain a release from the Lien of the Mortgage of one or more
      Individual Property, but less than all of the Properties, in each case
      together with all improvements thereon and other

                                       22



      property appurtenant thereto which is collateral for the Loan evidenced
      hereby (each Individual Property being released from the Lien of the
      Mortgage is referred to as a "DEFEASED PROPERTY", and the Individual
      Properties remaining subject to the Lien of the Mortgages are referred to
      collectively as the "REMAINING PROPERTY"), upon the satisfaction of the
      following conditions (a "DEFEASANCE EVENT"):

                  (A) Borrower shall give Lender not less than sixty (60) (but
            not more than ninety (90)) days prior written notice, specifying (i)
            the date (the "DEFEASANCE DATE") on which the Defeasance Collateral
            is to be delivered, such date being on a Scheduled Payment Date;
            provided, however, that Borrower shall have the right (1) to cancel
            such notice by providing Lender with notice of cancellation ten (10)
            days prior to the scheduled Defeasance Date, or (2) to extend the
            scheduled Defeasance Date until the next Scheduled Payment Date;
            provided that in each case, Borrower shall pay all of Lender's costs
            and expenses incurred as a result of such cancellation or extension,
            (ii) the principal amount of the Loan to be defeased and (iii) the
            Individual Property to be released;

                  (B) All accrued and unpaid interest and other sums due under
            this Agreement, the Note and under the other Loan Documents up to
            the Defeasance Date, including, without limitation, all reasonable
            costs and expenses incurred by Lender or its agents in connection
            with such partial release (including, without limitation, any legal
            fees and expenses incurred in connection with obtaining and
            reviewing the Defeasance Collateral and the preparation of the
            Defeased Note, the Undefeased Note, the Defeasance Security
            Agreement and related documentation), shall be paid in full on or
            prior to the Defeasance Date;

                  (C) No Event of Default shall exist under any of the Loan
            Documents;

                  (D) In the event only a portion of the Note is the subject of
            a Defeasance Event, Lender, at Borrower's expense, shall prepare all
            necessary documents to sever the indebtedness evidenced by the Note
            into two substitute notes, one (the "DEFEASED NOTE") having a
            principal balance equal to the defeased portion of the original
            Note, and the other (the "UNDEFEASED NOTE") having a principal
            balance equal to the undefeased portion of the original Note as of
            the Defeasance Date. The Defeased Note and the Undefeased Note shall
            have identical terms as the original Note, except for the principal
            balance, and the Defeased Note or Defeased Notes and the Undefeased
            Note or Undefeased Notes shall be crossed-defaulted with each other.
            A Defeased Note cannot be the subject of any further Defeasance. An
            Undefeased Note may be the subject of a further Defeasance in
            accordance with the terms of this Section;

                                       23



                  (E) Borrower shall deliver the following to Lender on or prior
            to the Defeasance Date:

                        (1) a pledge and security agreement, in form and
                        substance which would be satisfactory to a prudent
                        lender, creating a first priority security interest in
                        favor of Lender in the Defeasance Collateral (the
                        "DEFEASANCE SECURITY AGREEMENT"), which shall provide,
                        among other things, that any excess received by Lender
                        from the Defeasance Collateral over the amounts payable
                        under the Note or the Defeased Note, as applicable,
                        which excess amounts are not required to cover all or
                        any portion of amounts payable on a Scheduled Payment
                        Date, shall be refunded to Borrower promptly after each
                        such Scheduled Payment Date;

                        (2) direct non-callable obligations of the United States
                        of America or other obligations which are "government
                        securities" within the meaning of Section 2(a)(16) of
                        the Investment Company Act of 1940, to the extent the
                        applicable Rating Agencies rating the Securities have
                        confirmed in writing will not cause a downgrade,
                        withdrawal or qualification of the initial, or, if
                        higher, then applicable ratings of the Securities (the
                        "DEFEASANCE COLLATERAL"), which provide payments on or
                        prior to, but as close as possible to, all successive
                        scheduled payment dates after the Defeasance Date upon
                        which interest and principal payments are required under
                        the Note, in the case of a Defeasance Event for the
                        entire outstanding principal balance of the Note, or the
                        Defeased Note, in the case of a Defeasance Event for
                        only a portion of the outstanding principal balance of
                        the Note, as applicable and in amounts equal to the
                        scheduled payments due on such dates under the Note or
                        the Defeased Note, as applicable (including without
                        limitation scheduled payments of principal, interest and
                        the charges of the Rating Agencies) and assuming such
                        the Note or the Defeased Note, as applicable, is paid in
                        full on the Maturity Date, each of which shall be duly
                        endorsed by the holder thereof as directed by Lender or
                        accompanied by a written instrument of transfer in form
                        and substance wholly satisfactory to Lender in its sole
                        discretion (including, without limitation, such
                        certificates, documents and instruments as may be
                        required by the depository institution holding such
                        securities or the issuer thereof, as the case may be, to
                        effectuate book-entry transfers and pledges through the
                        book-entry facilities of such institution) in order to
                        perfect upon the delivery of the

                                       24



                        Defeasance Security Agreement the first priority
                        security interest therein in favor of Lender in
                        conformity with all applicable state and federal laws
                        governing granting of such security interests;

                        (3) a certificate of Borrower certifying that all of the
                        requirements set forth in this Section have been
                        satisfied in all material respects;

                        (4) one or more opinions of counsel for Borrower in form
                        and substance and delivered by counsel which would be
                        satisfactory to a prudent lender stating, among other
                        things, that (i) Lender has a perfected first priority
                        security interest in the Defeasance Collateral and that
                        the Defeasance Security Agreement is enforceable against
                        Borrower in accordance with its terms, (ii) in the event
                        of a bankruptcy proceeding or similar occurrence with
                        respect to Borrower, none of the Defeasance Collateral
                        nor any proceeds thereof will be property of Borrower's
                        estate under Section 541 of the Bankruptcy Code or any
                        similar statute and the grant of security interest
                        therein to Lender shall not constitute an avoidable
                        preference under Section 547 of the Bankruptcy Code or
                        applicable state law, (iii) the release of the Lien of
                        the Mortgage and the pledge of Defeasance Collateral
                        will not directly or indirectly result in or cause any
                        REMIC Trust that then holds the Note to fail to maintain
                        its status as a REMIC Trust and (iv) the defeasance will
                        not cause any REMIC Trust to be an "investment company"
                        under the Investment Company Act of 1940;

                        (5) Lender has received written confirmation from any
                        Rating Agency rating any Securities that such
                        substitution of the Defeasance Collateral will not
                        result in a downgrade, withdrawal or qualification of
                        the ratings then assigned to any of the Securities;

                        (6) a certificate in form and scope acceptable to Lender
                        in its sole discretion from an Acceptable Accountant
                        certifying that the Defeasance Collateral will
                        generate amounts sufficient to make all payments of
                        principal and interest due under the Note or the
                        Defeased Note, as applicable (including the scheduled
                        outstanding principal balance of the Note or the
                        Defeased Note, as applicable, due on the Maturity Date);

                                       25



                        (7) in the event only a portion of the Note is the
                        subject of a Defeasancs Event, evidence reasonably
                        acceptable to Lender that the Undefeased Note will
                        continue to be secured by the Mortgages; and

                        (8) such other certificates, opinions, documents or
                        instruments as Lender may reasonably require.

            (ii) Upon a defeasance in accordance with Section, Borrower shall,
      at Lender's sole and absolute discretion, assign all its obligations and
      rights under the Defeased Note to a special-purpose bankruptcy-remote
      entity ("SUCCESSOR BORROWER") to be formed by Borrower at its sole cost
      and expense. In connection therewith, the Successor Borrower shall execute
      an assumption agreement in form and substance satisfactory to Lender in
      its sole discretion pursuant to which it shall assume Borrower's
      obligations under the Note or the Defeased Note, as applicable, and the
      Defeasance Security Agreement. The sole asset of Successor Borrower shall
      be the Defeasance Collateral. In connection with such assignment and
      assumption, Borrower and/or Successor Borrower shall:

                  (A) deliver to Lender an opinion of counsel in form and
            substance (but subject to customary qualifications and limitations)
            and delivered by counsel satisfactory to Lender in its sole
            discretion stating, among other things, that such assumption
            agreement is enforceable against Borrower and Successor Borrower, as
            applicable, in accordance with its terms and that the Note or the
            Defeased Note, as applicable, and the Defeasance Security Agreement
            and any other documents executed in connection with such defeasance
            are enforceable against Successor Borrower, and, in the event only a
            portion of the Note is the subject of a Defeasance Event, the
            Undefeased Note remains enforceable against Borrower, each in
            accordance with their respective terms, and

                  (B) pay all costs and expenses incurred by Lender or its
            agents in connection with such assignment and assumption (including,
            without limitation, reasonable attorneys' fees, costs and
            disbursements).

Upon an assumption by Successor Borrower acceptable to Lender, (i) Borrower
shall be relieved of its obligations under the Note or the Defeased Note, as
applicable, and the Defeasance Security Agreement and, to the extent such
documents relate to the Defeased Property, the other Loan Documents, and (ii) in
the event only a portion of the Note is the subject of a Defeasance Event, if
the Defeased Property is owned other than by the owner of the Remaining
Property, then the owner of the Defeased Property shall be relieved of its
obligations under the Undefeased Note and the other Loan Documents for matters
occurring following the partial defeasance.

      (c) Upon compliance with the requirements of this Section, (1) in the
event the entire Note is the subject of a Defeasance Event, the Properties shall
be released from the Liens of the Mortgages and the other Loan Documents, and
the Defeasance Collateral

                                       26



shall constitute collateral which shall secure the Note or (2) in the event only
a portion of the Note is the subject of a Defeasance Event the Defeased Property
shall be released from the Lien of the Mortgage and the other Loan Documents,
and the Defeasance Collateral shall constitute collateral which shall secure the
Defeased Note. Lender will, at Borrower's expense, execute and deliver any
agreements reasonably requested by Borrower to release the Lien of the Mortgage
from the Defeased Property.

      (d) For purposes of this Section 2.4, "REMIC PROHIBITION PERIOD" mean the
latest to occur of (i) two (2) years from the "startup day" within the meaning
of Section 860G(a)(9) of the Code of the REMIC Trust with respect to a
Securitization of Note A-1 and (ii) two (2) years from the "startup day" within
the meaning of Section 860G(a)(9) of the Code of the REMIC Trust with respect to
a Securitization of Note A-2, (iii) two (2) years from the "startup day" within
the meaning of Section 860G(a)(9) of the Code of the REMIC Trust with respect to
a Securitization of Note B or (iv) four (4) years from the Closing Date. In no
event shall Lender have any obligation to notify Borrower that a REMIC
Prohibition Period is in effect with respect to the Loan, except that Lender
shall notify Borrower if any REMIC Prohibition Period is in effect with respect
to the Loan after receiving any notice described in this Section 2.4; provided,
however, that the failure of Lender to so notify Borrower shall not impose any
liability on Lender or grant Borrower any right to defease the Loan during any
such REMIC Prohibition Period.

      (e) Involuntary Prepayment During the Lockout Period. During the Lockout
Period, in the event of any involuntary prepayment of the Loan or any other
amount under the Note, whether in whole or in part, in connection with or
following Lender's acceleration of the Note or otherwise, and whether the
Mortgage is satisfied or released by foreclosure (whether by power of sale or
judicial proceeding), deed in lieu of foreclosure or by any other means,
including, without limitation, repayment of the Loan by Borrower or any other
Person pursuant to any statutory or common law right of redemption, Borrower
shall, in addition to any portion of the principal balance of the Loan prepaid
(together with all interest accrued and unpaid thereon and in the event the
prepayment is made on a date other than a Scheduled Payment Date, a sum equal to
the amount of interest which would have accrued under the Note on the amount of
such prepayment if such prepayment had occurred on the next Scheduled Payment
Date), pay to Lender a prepayment premium in an amount calculated in accordance
with this Section 2.4(e). Such prepayment premium shall be in an amount equal to
the greater of:

            (i) 1% of the portion of the Loan being prepaid; or

            (ii) the product obtained by multiplying:

                  (A) the portion of the Loan being prepaid, times;

                  (B) the difference obtained by subtracting (I) the Yield Rate
            from (II) the Note Rate, times;

                  (C) the present value factor calculated using the following
            formula:

                                       27



                  1-(1+r)-n
                  ---------
                      r

                  r =           Yield Rate

                  n =           the number of years and any fraction thereof,
                                remaining between the date the prepayment is
                                made and the Maturity Date of the Note.

As used herein, "YIELD RATE" means the yield rate for the 4.00% U.S. Treasury
Security due February 15, 2014, as reported in The Wall Street Journal on the
fifth Business Day preceding the Prepayment Calculation Date. If the Yield Rate
is not published for such U.S. Treasury Security, then the "Yield Rate" shall
mean the yield rate for the nearest equivalent U.S. Treasury Security (as
selected at Lender's sole and absolute discretion) as reported in The Wall
Street Journal on the fifth Business Day preceding the Prepayment Calculation
Date. If the publication of such Yield Rate in The Wall Street Journal is
discontinued, Lender shall determine such Yield Rate from another source
selected by Lender in Lender's sole and absolute discretion. The "PREPAYMENT
CALCULATION DATE" shall mean, as applicable, the date on which (i) Lender
applies any partial prepayment to the reduction of the outstanding principal
amount the Note, in the case of a voluntary partial prepayment which is accepted
by Lender, (ii) Lender accelerates the Loan, in the case of a prepayment
resulting from acceleration, or (iii) Lender applies funds held under any
Reserve Account, in the case of a prepayment resulting from such an application
(other than in connection with acceleration of the Loan).

      (f) Insurance and Condemnation Proceeds; Excess Interest. Notwithstanding
any other provision herein to the contrary, and provided no Event of Default
exists, Borrower shall not be required to pay any prepayment premium and no
Defeasance Collateral shall be due in connection with any prepayment occurring
solely as a result of (i) the application of Insurance Proceeds or Condemnation
Proceeds (including any Termination Amount paid in accordance with the Operating
Lease) pursuant to the terms of the Loan Documents or (ii) the application of
any interest in excess of the maximum rate permitted by applicable law to the
reduction of the Loan.

      (g) After the Lockout Period. Commencing on the day after the expiration
of the Lockout Period, and upon giving Lender at least sixty (60) days (but not
more than ninety (90) days) prior written notice, Borrower may voluntarily
prepay (without premium) the Note in whole (but not in part) on a Scheduled
Payment Date. Lender shall accept a prepayment pursuant to this Section 2.4(g)
on a day other than a Scheduled Payment Date provided that, in addition to
payment of the full outstanding principal balance of the Note, Borrower pays to
Lender a sum equal to the amount of interest which would have accrued on the
Note if such prepayment occurred on the next Scheduled Payment Date.

                                       28



      (h) Limitation on Partial Prepayments. Subject to the provisions of
Sections 2.4(e) and (f) hereof, in no event shall Lender have any obligation to
accept a partial prepayment.

      Section 2.5 Payments after Default

      Upon the occurrence and during the continuance of an Event of Default,
interest on the outstanding principal balance of the Loan and, to the extent
permitted by law, overdue interest and other amounts due in respect of the Loan,
(a) shall accrue at the Default Rate, and (b) Lender shall be entitled to
receive and Borrower shall pay to Lender all cash flow from the Operating Lease
in accordance with the terms of the Cash Management Agreement, such amount to be
applied by Lender to the payment of the Debt in such order as Lender shall
determine in its sole discretion, including, without limitation, alternating
applications thereof between interest and principal. Interest at the Default
Rate shall be computed from the occurrence of the Event of Default until the
earlier of (i) the actual receipt and collection of the Debt (or that portion
thereof that is then due) and (ii) the cure of such Event of Default; provided,
however, after payment in full of the Debt, any excess proceeds received by
Lender shall be distributed in accordance with the provisions set forth in the
Cash Management Agreement. To the extent permitted by applicable law, interest
at the Default Rate shall be added to the Debt, shall itself accrue interest at
the same rate as the Loan and shall be secured by the Mortgages. This paragraph
shall not be construed as an agreement or privilege to extend the date of the
payment of the Debt, nor as a waiver of any other right or remedy accruing to
Lender by reason of the occurrence of any Event of Default; the acceptance of
any payment from Borrower shall not be deemed to cure or constitute a waiver of
any Event of Default; and Lender retains its rights under this Agreement to
accelerate and to continue to demand payment of the Debt upon the happening of
and during the continuance any Event of Default, despite any payment by Borrower
to Lender.

      Section 2.6 Usury Savings

      This Agreement and the Note are subject to the express condition that at
no time shall Borrower be obligated or required to pay interest on the principal
balance of the Loan at a rate which could subject Lender to either civil or
criminal liability as a result of being in excess of the Maximum Legal Rate. If,
by the terms of this Agreement or the other Loan Documents, Borrower is at any
time required or obligated to pay interest on the principal balance due
hereunder at a rate in excess of the Maximum Legal Rate, the Note Rate or the
Default Rate, as the case may be, shall be deemed to be immediately reduced to
the Maximum Legal Rate and all previous payments in excess of the Maximum Legal
Rate shall be deemed to have been payments in reduction of principal (without
prepayment premium or penalty) and not on account of the interest due hereunder.
All sums paid or agreed to be paid to Lender for the use, forbearance, or
detention of the sums due under the Loan, shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of the Loan until payment in full so that the rate or amount of
interest on account of the Loan does not exceed the Maximum Legal Rate of
interest from time to time in effect and applicable to the Loan for so long as
the Loan is outstanding.

                                       29



      Section 2.7 Release of Property.

      Provided no Event of Default has occurred and is continuing, at any time
other than during a REMIC Prohibition Period, Borrower may obtain the release of
an Individual Property from the Lien of the Mortgage thereon (and related Loan
Documents) and the release of Borrower's obligations under the Loan Documents
with respect to such Individual Property (other than those expressly stated to
survive), but only upon the satisfaction of each of the following conditions:

      (a) Borrower shall provide Lender with at least twenty (20) days but no
more than ninety (90) days prior written notice of its request to obtain a
release of the Individual Property;

      (b) A wire transfer to Lender of immediately available federal funds (or
the delivery to Lender of Defeasance Collateral, if applicable) in an amount
equal to the Release Price for the applicable Individual Property, together with
(i) all accrued and unpaid interest on the amount of principal being prepaid on
the date of such prepayment and (ii) all other sums due under this Agreement,
the Note or the other Loan Documents in connection with a partial prepayment to
be calculated and applied in accordance with the provisions of Section 2.4(b)
hereof;

      (c) Borrower shall submit to Lender, not less than twenty (20) days prior
to the date of such release, a release of Lien (and related Loan Documents) for
such Individual Property for execution by Lender. Such release shall be in a
form appropriate in each State in which the Individual Property is located and
shall contain standard provisions, if any, protecting the rights of the
releasing lender. In addition, Borrower shall provide all other documentation
Lender reasonably requires to be delivered by Borrower in connection with such
release, together with an certificate of Borrower certifying that (i) such
documentation is in compliance with all applicable Legal Requirements, and (ii)
the release will not impair or otherwise adversely affect the Liens, security
interests and other rights of Lender under the Loan Documents not being released
(or as to the parties to the Loan Documents and Properties subject to the Loan
Documents not being released);

      (d) After giving effect to such release, Lender shall have determined that
the Operations Debt Service Coverage Ratio for the Properties then remaining
subject to the Liens of the Mortgages shall be at least equal to the greater of
(i) 1.60:1.00, and (ii) the lesser of (y) the Operations Debt Service Coverage
Ratio for all of the then remaining Properties (including the Individual
Property to be released) for the twelve (12) full calendar months immediately
preceding the release of the Individual Property and (z) 1.85:1.00;

      (e) After giving effect to such release, Lender shall have determined that
the Debt Service Coverage Ratio for the Properties then remaining subject to the
Liens of the Mortgages shall be at least equal to the greater of (i) 1.69:1.00,
and (ii) the lesser of (y) the Debt Service Coverage Ratio for all of the then
remaining Properties (including the

                                       30



Individual Property to be released) for the twelve (12) full calendar months
immediately preceding the release of the Individual Property and (z) 1.90:1.00;

      (f) After giving effect to such release, Lender shall have determined that
the loan-to-value ratio with respect to the Properties then remaining subject to
the Lien of the Mortgages shall be not greater than the lesser of (i) the
aggregate loan-to-value ratio as of the Closing Date with respect to all of the
Properties and (ii) the aggregate loan-to-value ratio with respect to the
Properties remaining subject to the Lien of the Mortgages immediately prior to
the release of the Individual Property;

      (g) Lender shall have received evidence reasonably acceptable to Lender
that the Individual Property to be released shall be conveyed to a Person other
than Borrower, Borrower Principal, or any Affiliate of either of the foregoing;

      (h) Lender shall have received a certified copy of an amendment to the
Operating Lease reflecting the deletion of the Individual Property to be
released, but only to the extent that the Operating Lease does not provide for
such deletion to occur automatically; and

      (i) Lender shall have received payment of all Lender's reasonable costs
and expenses, including due diligence review costs and reasonable counsel fees
and disbursements incurred in connection with the release of the Individual
Property from the Lien of the related Mortgage and the review and approval of
the documents and information required to be delivered in connection therewith.

      Section 2.8 Substitution of Properties.

      Subject to the terms of this Section, Borrower shall have the right to
obtain a release of the Lien of a Mortgage (and the related Loan Documents)
encumbering one or more Individual Properties (each, a "RELEASE PROPERTY") by
substituting therefor one or more self-storage facilities of like kind and
quality acquired by Borrower or an Affiliate of Borrower (provided, however, if
the Substitute Property shall be owned by an Affiliate of Borrower said
Affiliate (i) shall assume all the obligations of Borrower under this Agreement,
the Note and the other Loan Documents and (ii) shall become a party to the Note
and the other Loan Documents and shall be bound by the terms and provisions
thereof as if it had executed the Note and the other Loan Documents and shall
have the rights and obligations of Borrower thereunder) (individually, a
"SUBSTITUTE PROPERTY" and collectively, the "SUBSTITUTE PROPERTIES"), provided
that the following conditions precedent are satisfied:

      (a) Borrower's right to release and substitute Properties in accordance
with this Section shall terminate from and after the time Borrower has
substituted fifteen (15) Properties, provided, however, in no event may
Properties which represent, in the aggregate, more than twenty-five percent
(25%) of the original aggregate Basic Rent be released and substituted in
accordance with this Section 2.8.

      (b) Lender shall have received at least thirty (30) days prior written
notice requesting the substitution and identifying the Substitute Property and
Release Property.

                                       31



      (c) If the applicable Borrower continues to own an Individual Property
subject to the Lien of a Mortgage, Lender shall have received (i) a copy of a
deed conveying all of Borrower's right, title and interest in and to the Release
Property to a Person other than Borrower, Borrower Principal, or any Affiliate
of either of the foregoing pursuant to an arms length transaction and (ii) a
letter from Borrower countersigned by a title insurance company acknowledging
receipt of such deed and agreeing to record such deed in the real estate records
for the county in which the Release Property is located.

      (d) Lender shall have received a current Appraisal of the Substitute
Property prepared within one hundred eighty (180) days prior to the release and
substitution (i) showing an appraised value equal to or greater than the
appraised value of the Release Property as of the Closing Date, and (ii) which
supports an aggregate loan-to-value ratio with respect to the Properties
remaining subject to the Lien of the Mortgages after the substitution not
greater than the lesser of (A) the aggregate loan-to-value ratio as of the
Closing Date with respect to all of the Properties and (B) the aggregate
loan-to-value ratio with respect to the Properties remaining subject to the Lien
of the Mortgages immediately prior to the date of the proposed substitution.

      (e) Lender shall have received a certificate of Borrower certifying,
together with other evidence that would be satisfactory to a prudent
institutional mortgage loan lender that, after the substitution of a Substitute
Property and the release of the Release Property, (i) the Operations Debt
Service Coverage Ratio for the twelve (12) full calendar months immediately
preceding the date of the substitution with respect to all Properties remaining
subject to the Lien of the Mortgages after the substitution shall be equal to or
greater than (A) 1.60:1.00 and (B) the lesser of (y) the Operations Debt Service
Coverage Ratio for the twelve (12) full calendar months immediately preceding
the substitution (including the Release Property and excluding the Substitute
Property) and (z) 1.85:1.00 and (ii) the Operations Debt Service Coverage Ratio
for the twelve (12) months immediately preceding the substitution with respect
to the Substitute Property is equal to or greater than 1.60:1.00.

      (f) Lender shall have received a certificate of Borrower certifying,
together with other evidence that would be satisfactory to a prudent
institutional mortgage loan lender that, after the substitution of a Substitute
Property and the release of the Release Property, (i) the Debt Service Coverage
Ratio for the twelve (12) full calendar months immediately preceding the date of
the substitution with respect to all Properties remaining subject to the Lien of
the Mortgages after the substitution shall be equal to or greater than (A)
1.69:1.00 and (B) the lesser of (y) the Debt Service Coverage Ratio for the
twelve (12) full calendar months immediately preceding the substitution
(including the Release Property and excluding the Substitute Property) and (z)
1.90:1.00 and (ii) the Debt Service Coverage Ratio for the twelve (12) months
immediately preceding the substitution with respect to the Substitute Property
is equal or greater than 1.69:1.00.

      (g) If the Loan is part of a Securitization, Lender shall have received
confirmation in writing from the Rating Agencies to the effect that such release
and substitution will not result in a withdrawal, qualification or downgrade of
the respective ratings in effect immediately prior to such release and
substitution for the Securities

                                       32



issued in connection with the Securitization that are then outstanding. If the
Loan is not part of a Securitization, Lender shall have consented in writing to
such release and substitution, which consent shall be given in Lender's
reasonable discretion applying the requirements of a prudent institutional
mortgage loan lender with respect to real estate collateral of similar size,
scope and value of the Substitute Property.

      (h) No Event of Default shall have occurred and be continuing and Borrower
shall be in compliance in all material respects with all terms and conditions
set forth in this Agreement and in each other Loan Document on Borrower's part
to be observed or performed. Lender shall have received a certificate from
Borrower confirming the foregoing, stating that the representations and
warranties of Borrower contained in this Agreement and the other Loan Documents
are true and correct on and as of the date of the release and substitution with
respect to Borrower, the Properties and the Substitute Property and containing
any other representations and warranties with respect to Borrower, the
Properties, the Substitute Property or the Loan as (i) Lender, if a
Securitization has not occurred, or (ii) the Rating Agencies, if a
Securitization has occurred, may reasonably require, unless such certificate
would be inaccurate, such certificate to be in form and substance satisfactory
to Lender or the Rating Agencies, as applicable.

      (i) Borrower shall have executed, acknowledged and delivered to Lender (I)
a Mortgage and two UCC-1 Financing Statements with respect to the Substitute
Property, together with a letter from Borrower countersigned by a title
insurance company acknowledging receipt of such Mortgage and UCC-1 Financing
Statements and agreeing to record or file, as applicable, such Mortgage and one
of the UCC-1 Financing Statements in the real estate records for the county in
which the Substitute Property is located and to file one of the UCC-1 Financing
Statements in the office of the Secretary of State (or other central filing
office) of the State in which the Substitute Property is located, so as to
effectively create upon such recording and filing valid and enforceable first
priority Liens upon the Substitute Property, in favor of Lender (or such other
trustee as may be desired under local law), subject only to the Permitted
Encumbrances and such other Liens as are permitted pursuant to the Loan
Documents and (II) an environmental indemnity with respect to the Substitute
Property from Borrower Principal. The Mortgage and UCC-1 Financing Statements
and environmental indemnity shall be the same in form and substance as the
counterparts of such documents executed and delivered with respect to the
related Release Property subject to modifications reflecting only the Substitute
Property as the Individual Property and such modifications reflecting the laws
of the State in which the Substitute Property is located. The Mortgage
encumbering the Substitute Property shall secure all amounts then outstanding
under the Note, provided that in the event that the jurisdiction in which the
Substitute Property is located imposes a mortgage recording, intangibles or
similar tax and does not permit the allocation of indebtedness for the purpose
of determining the amount of such tax payable, the principal amount secured by
such Mortgage shall be equal to one hundred twenty-five percent (125%) of the
Allocated Loan Amount of the Substitute Property. The amount of the Loan
allocated to the Substitute Property (such amount being hereinafter referred to
as the "SUBSTITUTE ALLOCATED LOAN AMOUNT") shall equal the Allocated Loan Amount
of the related Release Property.

                                       33



      (j) Lender shall have received (A) to the extent available in the
applicable jurisdictions, any "tie-in" or similar endorsement, together with a
"first loss" endorsement, to each Title Insurance Policy insuring the Lien of
the existing Mortgages as of the date of the substitution with respect to the
Title Insurance Policy insuring the Lien of the Mortgage with respect to the
Substitute Property and (B) a Title Insurance Policy (or a marked, signed and
redated commitment to issue such Title Insurance Policy) insuring the Lien of
the Mortgage encumbering the Substitute Property, issued by the title company
that issued the Title Insurance Policies insuring the Lien of the existing
Mortgages and dated as of the date of the substitution, with reinsurance and
direct access agreements that replace such agreements issued in connection with
the Title Insurance Policy insuring the Lien of the Mortgage encumbering the
Release Property. The Title Insurance Policy issued with respect to the
Substitute Property shall (1) provide coverage in the amount of the Substitute
Allocated Loan Amount if the "tie-in" or similar endorsement described above is
available or, if such endorsement is not available, in an amount equal to one
hundred twenty-five percent (125%) of the Substitute Allocated Loan Amount,
together with "last dollar endorsement," (2) insure Lender that the relevant
Mortgage creates a valid first Lien on the Substitute Property encumbered
thereby, free and clear of all exceptions from coverage other than Permitted
Encumbrances and standard exceptions and exclusions from coverage (as modified
by the terms of any endorsements), (3) contain such endorsements and affirmative
coverages as are then available and are contained in the Title Insurance
Policies insuring the Liens of the existing Mortgages, and such other
endorsements or affirmative coverage, to the extent the same are available in
the State where the Substitute Property is located, that a prudent institutional
mortgage lender would require, and (4) name Lender as the insured. Lender also
shall have received copies of paid receipts or other evidence showing that all
premiums in respect of such endorsements and Title Insurance Policies have been
paid.

      (k) Lender shall have received a current Survey for each Substitute
Property, certified to the title company and Lender and its successors and
assigns, in the same form and having the same content as the certification of
the Survey of the Release Property prepared by a professional land surveyor
licensed in the State in which the Substitute Property is located and acceptable
to the Rating Agencies in accordance with the 1999 Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys. Such Survey shall reflect the
same legal description contained in the Title Insurance Policy relating to such
Substitute Property and shall include, among other things, a metes and bounds
description of the real property comprising part of such Substitute Property
(unless such real property has been satisfactorily designated by lot number on a
recorded plat). The surveyor's seal shall be affixed to each Survey and each
Survey shall certify whether or not the surveyed property is located in a
"one-hundred-year flood hazard area."

      (l) Lender shall have received valid certificates of insurance indicating
that the requirements for the policies of insurance required for an Individual
Property hereunder have been satisfied with respect to the Substitute Property
and evidence of the payment of all Insurance Premiums payable for the existing
policy period.

                                       34



      (m) Lender shall have received a Phase I environmental report dated not
more than one hundred eighty (180) days prior to the proposed date of
substitution and otherwise acceptable to a prudent institutional mortgage loan
lender and, if recommended under the Phase I environmental report, a Phase II
environmental report that would be acceptable to a prudent institutional
mortgage loan lender, which conclude that the Substitute Property does not
contain any Hazardous Materials in violation of applicable Environmental Laws or
which require remediation under any Environmental Law and is not subject to any
significant risk of contamination from any off site Hazardous Materials.

      (n) Borrower shall deliver or cause to be delivered to Lender (A) updates
or, if the Substitute Property is to be owned by an Affiliate of Borrower,
originals, in either case certified by Borrower or such Affiliate, as
applicable, of all organizational documentation related to Borrower or such
Affiliate, as applicable, and/or the formation, structure, existence, good
standing and/or qualification to do business delivered to Lender on the Closing
Date; (B) good standing certificates, certificates of qualification to do
business in the jurisdiction in which the Substitute Property is located (if
required in such jurisdiction); and (C) resolutions of Borrower or such
Affiliate, as applicable, authorizing the substitution and any actions taken in
connection with such substitution.

      (o) Lender shall have received the following opinions of Borrower's
counsel: (A) an opinion or opinions of counsel admitted to practice under the
laws of the State in which the Substitute Property is located stating that the
Loan Documents delivered with respect to the Substitute Property pursuant to
clause (i) above are valid and enforceable in accordance with their terms,
subject to customary exceptions and qualifications (including, without
limitation, that the original Loan Documents were enforceable) as to the laws
applicable to creditors' rights and equitable principles, and that Borrower is
qualified to do business and in good standing under the laws of the jurisdiction
where the Substitute Property is located or that Borrower is not required by
Applicable Law to qualify to do business in such jurisdiction; (B) an opinion of
counsel acceptable to the Rating Agencies if the Loan is part of a
Securitization, or Lender if the Loan is not part of a Securitization, stating
that the Loan Documents delivered with respect to the Substitute Property
pursuant to this Section, among other things, duly authorized, executed and
delivered by Borrower and that the execution and delivery of such Loan Documents
and the performance by Borrower of its obligations thereunder will not cause a
breach of, or a default under, any agreement, document or instrument to which
Borrower is a party or to which it or its properties are bound; (C) an update of
the non-consolidation opinion delivered on the Closing Date indicating that the
substitution does not affect the opinions set forth therein; (D) if the Loan is
part of a Securitization, an opinion of counsel acceptable to the Rating
Agencies that the substitution does not constitute a "significant modification"
of the Loan under Section 1001 of the Code or otherwise cause a tax to be
imposed on a "prohibited transaction" by any REMIC Trust.

      (p) To the extent required under the Loan Documents, Borrower shall (i)
have paid or (ii) have escrowed with Lender, (x) accrued but unpaid Insurance
Premiums relating to each of the Properties and the Substitute Property, and (y)
currently due and payable Taxes (including any in arrears) relating to each of
the Properties and the

                                       35



Substitute Property and (z) currently due and payable Other Charges relating to
each of the Properties and Substitute Property.

      (q) Borrower shall have paid or reimbursed Lender for all reasonable costs
and expenses incurred by Lender (including, without limitation, reasonable
attorneys' fees and disbursements) in connection with the release and
substitution and Borrower shall have paid all recording charges, filing fees,
taxes or other expenses (including, without limitation, mortgage and intangibles
taxes and documentary stamp taxes) payable in connection with the substitution.
Borrower shall have paid all costs and expenses of the Rating Agencies incurred
in connection with the substitution.

      (r) Lender shall have received annual operating statements and occupancy
statements for the Substitute Property for the most current completed Fiscal
Year and a current operating statement for the Release Property, each certified
by Borrower to Lender as being true and correct in all material respects and a
certificate from Borrower certifying that there has been no material adverse
change in the financial condition of the Substitute Property since the date of
such operating statements.

      (s) Borrower shall have delivered to Lender an estoppel certificate from
the Operating Lessee with respect to the Operating Lease. Such estoppel
certificate shall be substantially in the form approved by Lender in connection
with the origination of the Loan and shall indicate that (1) the Operating Lease
is a valid and binding obligation of the Operating Lessee, (2) to the best of
the Operating Lessee's knowledge, there are no defaults under the Operating
Lease on the part of the landlord or tenant thereunder, (3) the Operating Lessee
has no knowledge of any defense or offset to the payment of rent under the
Operating Lease, (4) no rent under such Operating Lease has been paid more than
three (3) months in advance and (5) other than expressly set forth in the
Operating Lease, the Operating Lessee has no option under the Operating Lease to
purchase all or any portion of the Substitute Property.

      (t) Lender shall have received copies of all Leases affecting the
Substitute Property certified by Borrower as being true and correct copies
thereof.

      (u) Lender shall have received subordination, non-disturbance and
attornments agreements in the form approved by Lender in connection with the
origination of the Loan (or such other form approved by Lender, which approval
shall not be unreasonably withheld) with respect to tenants under all Leases at
the Substitute Property to the extent such Leases for such tenants are not
automatically subordinate (in lien and in terms) pursuant to the terms of the
applicable Leases.

      (v) Lender shall have received (A) an endorsement to the Title Insurance
Policy insuring the Lien of the Mortgage encumbering the Substitute Property
insuring that the Substitute Property constitutes a separate tax lot or, if such
an endorsement is not available in the State in which the Substitute Property is
located, a letter from the title insurance company issuing such Title Insurance
Policy stating that the Substitute Property constitutes a separate tax lot or
(B) a letter from the appropriate taxing authority stating that the Substitute
Property constitutes a separate tax lot.

                                       36



      (w) Lender shall have received a Physical Conditions Report with respect
to the Substitute Property stating that the Substitute Property and its use
comply in all material respects with all applicable Legal Requirements
(including, without limitation, zoning, subdivision and building laws) and that
the Substitute Property is in good condition and repair and free of damage or
waste.

      (x) Lender shall have received evidence which would be satisfactory to a
prudent institutional mortgage loan lender to the effect that all material
building and operating licenses and permits necessary for the use and occupancy
of the Substitute Property as a self-storage facility including, but not limited
to, current certificates of occupancy, have been obtained and are in full force
and effect.

      (y) Lender shall have received a certified copy of an amendment to the
Operating Lease reflecting the deletion of the Release Property and the addition
of the Substitute Property as a property encumbered pursuant thereto, but only
to the extent that the Operating Lease does not provide for such deletion and
addition to occur automatically.

      (z) Lender shall have received such other approvals, opinions, documents
and information in connection with the substitution as reasonably requested by
the Rating Agencies if the Loan is part of a Securitization, or Lender if the
Loan is not part of a Securitization.

      (aa) Lender shall have received approval of the proposed substitution from
such Investors as reasonably determined by Lender.

      (bb) Lender shall have received copies of all material contracts and
agreements relating to the leasing and operation of the Substitute Property,
each of which shall be in a form and substance which would be satisfactory to a
prudent institutional mortgage loan lender together with a certification of
Borrower attached to each such contract or agreement certifying that the
attached copy is a true and correct copy of such contract or agreement and all
amendments thereto.

      (cc) Lender shall have received certified copies of all material consents,
licenses and approvals, if any, required in connection with the substitution of
a Substitute Property, and evidence that such consents, licenses and approvals
are in full force and effect.

      (dd) Lender shall have received satisfactory (i.e., showing no Liens other
than Permitted Encumbrances) UCC searches, together with tax lien, judgment and
litigation searches with respect to the Substitute Property and Borrower in the
State where the Substitute Property is located and the jurisdictions where each
such Person has its principal place of business.

      (ee) Borrower shall submit to Lender, not less than twenty (20) days prior
to the date of such substitution, a release of Lien (and related Loan Documents)
for the Release Property for execution by Lender. Such release shall be in a
form appropriate for

                                       37



the jurisdiction in which the Release Property is located and shall contain
standard provisions, if any, protecting the rights of the releasing lender.

      (ff) Borrower shall deliver a certificate certifying that the requirements
set forth in this Section have been satisfied.

      Upon the satisfaction of the foregoing conditions precedent, Lender will
release its Lien from the Release Property and the Substitute Property shall be
deemed to be an Individual Property for purposes of this Agreement and the
Substitute Allocated Loan Amount with respect to such Substitute Property shall
be deemed to be the Allocated Loan Amount with respect to such Substitute
Property for all purposes hereunder.

                        ARTICLE 3 - CONDITIONS PRECEDENT

      The obligation of Lender to make the Loan hereunder is subject to the
fulfillment by Borrower or waiver by Lender of the following conditions
precedent no later than the Closing Date.

      Section 3.1 Representations and Warranties; Compliance with Conditions

      The representations and warranties of Borrower contained in this Agreement
and the other Loan Documents shall be true and correct in all material respects
on and as of the Closing Date with the same effect as if made on and as of such
date, and Lender shall have determined that no Default or an Event of Default
shall have occurred and be continuing nor will any Default or Event of Default
occur immediately following the Closing Date; and Borrower shall be in
compliance in all material respects with all terms and conditions set forth in
this Agreement and in each other Loan Document on its part; to be observed or
performed.

      Section 3.2 Delivery of Loan Documents; Title Insurance; Reports; Leases

      (a) Mortgages, Loan Agreement and Note. Lender shall have received from
Borrower a fully executed and acknowledged counterpart of the Mortgages and
evidence that counterparts of the Mortgages and Uniform Commercial Code
financing statements have been delivered to the title company for recording, in
the reasonable judgment of Lender, so as to effectively create upon such
recording valid and enforceable Liens upon the Properties, of the requisite
priority, in favor of Lender (or such other trustee as may be required or
desired under local law), subject only to the Permitted Encumbrances and such
other Liens as are permitted pursuant to the Loan Documents. Lender shall have
also received from Borrower fully executed counterparts of the Cash Management
Agreement, this Agreement, the Note and Assignment of Management, the
Subordination Agreement and all other Loan Documents.

      (b) Title Insurance. Lender shall have received a Title Insurance Policy
issued by a title company acceptable to Lender and dated as of the Closing Date,
with reinsurance and direct access agreements acceptable to Lender. Such Title
Insurance Policy shall (i) provide coverage in the amount of the Loan, (ii)
insure Lender that the Mortgages create a valid Lien on the Properties of the
requisite priority, free and clear of

                                       38



all exceptions from coverage other than Permitted Encumbrances and standard
exceptions and exclusions from coverage (as modified by the terms of any
endorsements), (iii) contain such endorsements and affirmative coverages as
Lender may reasonably request, to the extent the same are available in the State
where the applicable Individual Property is located, and (iv) name Lender as the
insured. The Title Insurance Policy shall be assignable. Lender also shall have
received evidence that all premiums in respect of such Title Insurance Policy
have been paid.

      (c) Survey. Lender shall have received a current title survey for each
Individual Property, certified to the title company and Lender and their
successors and assigns, in form and content satisfactory to Lender and prepared
by a professional and properly licensed land surveyor satisfactory to Lender in
accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys. The survey shall meet the classification of an "Urban Survey" and
the following additional items from the list of "Optional Survey
Responsibilities and Specifications" (Table A) should be added to each survey:
2, 3, 4, 6, 8, 9, 10, 11 and 13. Such survey shall reflect the same legal
description contained in the Title Insurance Policy referred to in subsection
(b) above and shall include, among other things, a metes and bounds description
of the real property comprising part of such Individual Property reasonably
satisfactory to Lender. The surveyor's seal shall be affixed to the survey and
the surveyor shall provide a certification for each survey in form and substance
acceptable to Lender.

      (d) Insurance. Lender shall have received copies of the Policies required
hereunder, satisfactory to Lender in its sole discretion, and evidence of the
payment of all Insurance Premiums payable for the existing policy period.

      (e) Environmental Reports. Lender shall have received an Environmental
Report in respect of each Individual Property satisfactory to Lender.

      (f) Zoning/Building Code. Lender shall have received evidence of
compliance with zoning and building ordinances and codes, including, without
limitation, required certificates of occupancy, reasonably acceptable to Lender.

      (g) Encumbrances. Borrower shall have taken or caused to be taken such
actions in such a manner so that Lender has valid and perfected first Liens as
of the Closing Date on the Properties, subject only to applicable Permitted
Encumbrances and such other Liens as are permitted pursuant to the Loan
Documents, and Lender shall have received satisfactory evidence thereof.

      (h) Lien Searches. Borrower shall have delivered to Lender certified
search results pertaining to the Borrower, Borrower Principal and such other
Persons or any SPE Component Entity as reasonably required by Lender for state
and federal tax liens, bankruptcy, judgment, litigation and state and local UCC
filings

                                       39



      Section 3.3 Related Documents

      Each additional document not specifically referenced herein, but relating
to the transactions contemplated herein, shall have been duly authorized,
executed and delivered by all parties thereto and at Lender's written request,
Lender shall have received and approved certified copies thereof.

      Section 3.4 Organizational Documents

      On or before the Closing Date, Borrower shall deliver or cause to be
delivered to Lender (a) copies certified by Borrower of all organizational
documentation related to Borrower, each SPE Component Entity, Borrower Principal
and the Operating Lessee SPE Entities which must be acceptable to Lender in its
sole discretion, and (b) such other evidence of the formation, structure,
existence, good standing and/or qualification to do business of the Borrower,
each SPE Component Entity, Borrower Principal, and the Operating Lessee SPE
Entities as Lender may request in its sole discretion, including, without
limitation, good standing or existence certificates, qualifications to do
business in the appropriate jurisdictions, resolutions authorizing the entering
into of the Loan and incumbency certificates as may be requested by Lender.

      Section 3.5 Opinions of Borrower's Counsel

      Lender shall have received opinions (i) of Borrower's counsel (a) with
respect to non-consolidation issues and (b) with respect to due execution,
authority, enforceability of the Loan Documents and the Operating Lease and such
other matters as Lender may require, all such opinions in form, scope and
substance satisfactory to Lender and Lender's counsel in their reasonable
discretion and (ii) of Operating Lessee's counsel (a) with respect to
non-consolidation issues and (b) with respect to due execution, authority,
enforceability of the Subordination Agreement and the Operating Lease and such
other matters as Lender may require, all such opinions in form, scope and
substance satisfactory to Lender and Lender's counsel in their sole discretion.

      Section 3.6 Intentionally Omitted

      Section 3.7 Taxes and Other Charges

      Borrower shall have paid (or cause to have been paid) all Taxes and Other
Charges (including any in arrears) relating to the Properties, which amounts may
be funded with proceeds of the Loan.

      Section 3.8 Completion of Proceedings

      All corporate and other proceedings taken or to be taken in connection
with the transactions contemplated by this Agreement and other Loan Documents
and all documents incidental thereto shall be satisfactory in form and substance
to Lender, and Lender shall have received all such counterpart originals or
certified copies of such documents as Lender may reasonably request.

                                       40



      Section 3.9 Payments

      All payments, deposits or escrows required to be made or established by
Borrower under this Agreement, the Note and the other Loan Documents on or
before the Closing Date shall have been paid.

      Section 3.10 Transaction Costs

      Except as otherwise expressly provided herein, Borrower shall have paid or
reimbursed Lender for all out of pocket expenses in connection with the
underwriting, negotiation and closing of the Loan, including title insurance
premiums and other title company charges; recording, registration, filing and
similar fees, taxes and charges; transfer, mortgage, deed, stamp or documentary
taxes or similar fees or charges; costs of third-party reports, including
without limitation, environmental studies, credit reports, seismic reports,
engineer's reports, appraisals and surveys; underwriting expenses; and all
actual, reasonable legal fees and expenses charged by counsel to Lender.

      Section 3.11 No Material Adverse Change

      There shall have been no material adverse change in the financial
condition or business condition of the Properties, Borrower, Borrower Principal,
any SPE Component Entity, the Operating Lessee SPE Entities or any other person
or party contributing to the operating income and operations of the Properties
since the date of the most recent financial statements and/or other information
delivered to Lender. The income and expenses of the Properties, the occupancy
and leases thereof, and all other features of the transaction shall be as
represented to Lender without material adverse change. Neither Borrower nor
Borrower Principal, any SPE Component Entity, Affiliated Manager or any of the
Operating Lessee SPE Entities shall be the subject of any bankruptcy,
reorganization, or insolvency proceeding.

      Section 3.12 Leases

      Lender shall have received a schedule of all Leases affecting the
Properties and copies of all Leases affecting the Properties which have been
requested to be delivered to Lender, which shall be satisfactory in form and
substance to Lender.

      Section 3.13 Intentionally Omitted

      Section 3.14 REA Estoppels

      If required by Lender, Borrower shall have delivered (or caused to be
delivered) to Lender an executed REA estoppel letter, which shall be in form and
substance reasonably satisfactory to Lender, from each party to any REA for each
Individual Property.

                                       41


      Section 3.15 Subordination and Attornment

      Borrower shall have delivered (or caused to be delivered) to Lender
executed instruments reasonably acceptable to Lender subordinating to the
Mortgages all of the Leases affecting the Properties previously designated by
Lender. Lender shall have received fully executed Subordination Agreements.

      Section 3.16 Tax Lot

      Lender shall have received evidence that each Individual Property
constitutes one (1) or more separate tax lots, which evidence shall be
reasonably satisfactory in form and substance to Lender.

      Section 3.17 Physical Conditions Report

      Lender shall have received a Physical Conditions Report with respect to
each Individual Property, which report shall be reasonably satisfactory in form
and substance to Lender.

      Section 3.18 Management Agreement/Operating Lease

      Lender shall have received a certified copy of (i) the Management
Agreement and (ii) the Operating Lease, which shall be satisfactory in form and
substance to Lender.

      Section 3.19 Appraisal

      Lender shall have received an appraisal of each Individual Property, which
shall be satisfactory in form and substance to Lender.

      Section 3.20 Financial Statements

      Lender shall have received financial statements and related information in
form and substance reasonably satisfactory to Lender and in compliance with any
Legal Requirements promulgated by the Securities and Exchange Commission,
including, without limitation, a pro-forma balance sheet for Borrower and
Operating Lessee, an income and expense statement and statement of cash flows
with respect to Borrower and Operating Lessee and an operating statement with
respect to each Individual Property for the six month period ending September
30, 2003 and year-to-date 2002 and 2001 with a limited scope audit by an
Acceptable Accountant and together with (x) an opinion of such Acceptable
Accountant that such statements have been prepared in accordance with GAAP
(except as noted in such opinion) applied on a consistent basis and (y) a letter
from such Acceptable Accountant consenting to the utilization and/or
incorporation by reference of such financial statements and opinion in a
Securitization involving the Loan.

                                       42


      Section 3.21 Intentionally Omitted

      Section 3.22 Further Documents

      Lender or its counsel shall have received such other and further
approvals, opinions, documents and information as Lender or its counsel may have
reasonably requested including the Loan Documents in form and substance
satisfactory to Lender and its counsel.

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

      Borrower and, where specifically indicated, each Borrower Principal
represents and warrants to Lender as of the Closing Date that:

      Section 4.1 Organization

      Borrower and each Borrower Principal (when not an individual) (a) has been
duly organized and is validly existing and in good standing with requisite power
and authority to own its properties and to transact the businesses in which it
is now engaged, (b) is duly qualified to do business and is in good standing in
each jurisdiction where it is required to be so qualified in connection with its
properties, businesses and operations, (c) possesses all rights, licenses,
permits and authorizations, governmental or otherwise, necessary to entitle it
to own its properties and to transact the businesses in which it is now engaged,
and the sole business of Borrower is the ownership, management and operation of
the Properties, and (d) in the case of Borrower, has full power, authority and
legal right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer
and convey the Properties pursuant to the terms of the Loan Documents, and in
the case of Borrower and each Borrower Principal, has full power, authority and
legal right to keep and observe all of the terms of the Loan Documents to which
it is a party. Borrower and each Borrower Principal represent and warrant that
the chart attached hereto as Exhibit A sets forth an accurate listing of the
direct and indirect owners of the equity interests in Borrower, each SPE
Component Entity (if any) and each Borrower Principal (when not an individual).

      Section 4.2 Status of Borrower

      Borrower's exact legal name is correctly set forth on the first page of
this Agreement, on the Mortgages and on any UCC-1 Financing Statements filed in
connection with the Loan. Borrower is an organization of the type specified on
the first page of this Agreement. Borrower is incorporated in or organized under
the laws of the state of Delaware. Borrower's principal place of business and
chief executive office, and the place where Borrower keeps its books and
records, including recorded data of any kind or nature, regardless of the medium
of recording, including software, writings, plans, specifications and
schematics, has been for the preceding four months (or, if less, the entire
period of the existence of Borrower) the address of Borrower set forth on the
first page of this Agreement. Borrower's organizational identification number,
if any, assigned by the state of incorporation or organization is 3657661.

                                       43


      Section 4.3 Validity of Documents

      Borrower and each Borrower Principal have taken all necessary action to
authorize the execution, delivery and performance of this Agreement and the
other Loan Documents to which they are parties. This Agreement and such other
Loan Documents have been duly executed and delivered by or on behalf of Borrower
and each Borrower Principal and constitute the legal, valid and binding
obligations of Borrower and each Borrower Principal enforceable against Borrower
and each Borrower Principal in accordance with their respective terms, subject
only to applicable bankruptcy, insolvency and similar laws affecting rights of
creditors generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).

      Section 4.4 No Conflicts

      The execution, delivery and performance of this Agreement and the other
Loan Documents by Borrower and each Borrower Principal will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any Lien, charge or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or assets of Borrower or any Borrower Principal pursuant to the terms of any
agreement or instrument to which Borrower or any Borrower Principal is a party
or by which any of Borrower's or Borrower Principal's property or assets is
subject, nor will such action result in any violation of the provisions of any
statute or any order, rule or regulation of any Governmental Authority having
jurisdiction over Borrower or any Borrower Principal or any of Borrower's or
Borrower Principal's properties or assets, and any consent, approval,
authorization, order, registration or qualification of or with any Governmental
Authority required for the execution, delivery and performance by Borrower or
Borrower Principal of this Agreement or any of the other Loan Documents has been
obtained and is in full force and effect.

      Section 4.5 Litigation

      There are no actions, suits or proceedings at law or in equity by or
before any Governmental Authority or other agency now pending or, to Borrower's
or Borrower Principal's knowledge, threatened against or affecting Borrower, any
Borrower Principal, or any Individual Property, which actions, suits or
proceedings, if determined against Borrower, any Borrower Principal, or any
Individual Property, would materially adversely affect the condition (financial
or otherwise) or business of Borrower or any Borrower Principal or the condition
or ownership of such Individual Property.

      Section 4.6 Agreements

      Borrower is not a party to any agreement or instrument or subject to any
restriction which would materially and adversely affect Borrower or any
Individual Property, or Borrower's business, properties or assets, operations or
condition, financial or otherwise. Borrower is not in default in any material
respect in the performance,

                                       44


observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument to which it is a party or by which
Borrower or any Individual Property is bound. Borrower has no material financial
obligation under any agreement or instrument to which Borrower is a party or by
which Borrower or any Individual Property is otherwise bound, other than (a)
obligations incurred in the ordinary course of the operation of such Individual
Property and (b) obligations under the Loan Documents.

      Section 4.7 Solvency

      Borrower and each Borrower Principal have (a) not entered into the
transaction or executed the Note, this Agreement or any other Loan Documents
with the actual intent to hinder, delay or defraud any creditor and (b) received
reasonably equivalent value in exchange for their obligations under such Loan
Documents. Giving effect to the Loan, the fair saleable value of the assets of
Borrower and each Borrower Principal exceeds and will, immediately following the
making of the Loan, exceed the total liabilities of Borrower and each Borrower
Principal, including, without limitation, subordinated, unliquidated, disputed
and contingent liabilities. No petition in bankruptcy has been filed against
Borrower, any Borrower Principal, any SPE Component Entity (if any) or
Affiliated Manager in the last ten (10) years, and neither Borrower nor any
Borrower Principal, any SPE Component Entity (if any) or Affiliated Manager in
the last ten (10) years has made an assignment for the benefit of creditors or
taken advantage of any Creditors Rights Laws (in a capacity as debtor or
obligor). Neither Borrower nor any Borrower Principal, any SPE Component Entity
(if any) or Affiliated Manager is contemplating either the filing of a petition
by it under any Creditors Rights Laws or the liquidation of all or a major
portion of Borrower's assets or property, and Borrower has no knowledge of any
Person contemplating the filing of any such petition against Borrower or any
Borrower Principal, any SPE Component Entity (if any) or Affiliated Manager.

      Section 4.8 Full and Accurate Disclosure

      No statement of fact made by or on behalf of Borrower or any Borrower
Principal in this Agreement or in any of the other Loan Documents or in any
other document or certificate delivered by or on behalf of Borrower or any
Borrower Principal contains any untrue statement of a material fact or omits to
state any material fact necessary to make statements contained herein or therein
not misleading. There is no material fact presently known to Borrower or any
Borrower Principal which has not been disclosed to Lender which adversely
affects, nor as far as Borrower or any Borrower Principal can reasonably
foresee, might adversely affect, the Properties or the business, operations or
condition (financial or otherwise) of Borrower or any Borrower Principal.

      Section 4.9 No Plan Assets

      Borrower is not an "employee benefit plan," as defined in Section 3(3) of
ERISA, subject to Title I of ERISA, and none of the assets of Borrower
constitutes or will constitute "plan assets" of one or more such plans within
the meaning of 29 C.F.R.

                                       45


Section 2510.3-101. In addition, (a) Borrower is not a "governmental plan"
within the meaning of Section 3(32) of ERISA and (b) transactions by or with
Borrower are not subject to state statutes regulating investment of, and
fiduciary obligations with respect to, governmental plans similar to the
provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code
currently in effect, which prohibit or otherwise restrict the transactions
contemplated by this Agreement.

      Section 4.10 Not a Foreign Person

      Neither Borrower nor Borrower Principal is a "foreign person" within the
meaning of Section 1445(f)(3) of the Internal Revenue Code.

      Section 4.11 Intentionally Omitted

      Section 4.12 Business Purposes

      The Loan is solely for the business purpose of Borrower, and is not for
personal, family, household, or agricultural purposes.

      Section 4.13 Compliance

      Except as specifically provided on Schedule IV attached hereto, Borrower
and each Individual Property, and the use and operation thereof, comply in all
material respects with all Legal Requirements, including, without limitation,
building and zoning ordinances and codes and, to the best of Borrower's
knowledge, the Americans with Disabilities Act; provided, however, compliance
with Environmental Laws shall be governed by Article 12 hereof. To Borrower's
knowledge, Borrower is not in default or violation of any order, writ,
injunction, decree or demand of any Governmental Authority and Borrower has
received no written notice of any such default or violation. There has not been
committed by Borrower or, to Borrower's knowledge, any other Person in occupancy
of or involved with the operation or use of any Individual Property any act or
omission affording any Governmental Authority the right of forfeiture as against
such Individual Property or any part thereof or any monies paid in performance
of Borrower's obligations under any of the Loan Documents.

      Section 4.14 Financial Information

      To the best of Borrower's knowledge, all financial data, including,
without limitation, the balance sheets, statements of cash flow, statements of
income and operating expense and rent rolls, that have been delivered to Lender
in respect of Borrower, any Borrower Principal and/or each Individual Property
(a) are true, complete and correct in all material respects, (b) accurately
represent the financial condition of Borrower, Borrower Principal or the
Properties, as applicable, as of the date of such reports, and (c) to the extent
prepared or audited by an independent certified public accounting firm, have
been prepared in accordance with GAAP throughout the periods covered, except as
disclosed therein. Borrower does not have any contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments that are known to Borrower
and

                                       46


reasonably likely to have a material adverse effect on the any Individual
Property or the current and/or intended operation thereof, except as referred to
or reflected in said financial statements. To the best of Borrower's knowledge,
since the date of such financial statements, there has been no materially
adverse change in the financial condition, operations or business of Borrower or
Borrower Principal from that set forth in said financial statements.

      Section 4.15 Condemnation

      No Condemnation or other proceeding has been commenced or, to Borrower's
best knowledge, is threatened or contemplated with respect to all or any portion
of the Properties or for the relocation of roadways providing access to any
Individual Property.

      Section 4.16 Utilities and Public Access; Parking

      Except as expressly provided on Schedule V attached hereto, each
Individual Property has rights of access to public ways and, to the best of
Borrower's knowledge, is served by water, sewer, sanitary sewer and storm drain
facilities adequate to service such Individual Property for its intended uses.
All public utilities necessary to the full use and enjoyment of each Individual
Property as currently used and enjoyed are located either in the public
right-of-way abutting such Individual Property (which are connected so as to
serve the Individual Property without passing over other property) or in
recorded easements serving the Individual Property and such easements are set
forth in and insured by the Title Insurance Policy. All roads necessary for the
use of the Individual Property for its current purposes have been completed and
dedicated to public use and accepted by all Governmental Authorities. Each
Individual Property has, or is served by, parking to the extent required to
comply with all Legal Requirements.

      Section 4.17 Separate Lots

      Each Individual Property is assessed for real estate tax purposes as one
or more wholly independent tax lot or lots, separate from any adjoining land or
improvements not constituting a part of such lot or lots, and no other land or
improvements is assessed and taxed together with such Individual Property or any
portion thereof.

      Section 4.18 Assessments

      To Borrower's actual knowledge, there are no pending or proposed special
or other assessments for public improvements or otherwise affecting any
Individual Property, nor are there any contemplated improvements to such
Individual Property that may result in such special or other assessments.

      Section 4.19 Insurance

      Borrower has obtained and has delivered (or has caused to be obtained and
delivered) to Lender copies of all Policies or, to the extent such Policies are
not available as of the Closing Date (or were not requested by Lender),
certificates of insurance with respect to all such Policies reflecting the
insurance coverages, amounts and other

                                       47


requirements set forth in this Agreement. No pending claims have been made under
any of the Policies, and to Borrower's knowledge, no Person, including Borrower,
has done, by act or omission, anything which would impair the coverage of any of
the Policies in a manner, in either case, which materially and adversely affects
the value of any Individual Property, impairs the use or the operation of any
Individual Property or impairs Borrower's ability to pay its obligations in a
timely manner.

      Section 4.20 Use of Properties

      Each Individual Property is used as provided in Section 4 of the Operating
Lease or such other use as may be approved by Lender in writing.

      Section 4.21 Certificate of Occupancy; Licenses

      To the best of Borrower's knowledge, all certifications, permits, licenses
and approvals, including, without limitation, certificates of completion or
occupancy and any applicable liquor license required for the legal use,
occupancy and operation of the each Individual Property for the purpose intended
herein, have been obtained and are valid and in full force and effect. Borrower
shall keep and maintain (or cause to be kept and maintained) all licenses
necessary for the operation of each Individual Property as a self storage and
truck rental facility, unless such failure would not have a material and adverse
affect on the value of the any Individual Property, impair the use or the
operation of any Individual Property or impair Borrower's ability to pay its
obligations in a timely manner. To the best of Borrower's knowledge, the use
being made of each Individual Property is in conformity with each applicable
certificate of occupancy and any permits or licenses issued for such Individual
Property. To the best of Borrower's knowledge, all certifications, permits,
licenses and approvals required for the legal use, occupancy and operation of a
self storage and truck rental facility and material ancillary services provided
at each Individual Property (collectively, the "SERVICE LICENSES"), have been
obtained and are in full force and effect and are not subject to any pending
proceeding for revocation, suspension or forfeiture, unless such failure would
not have a material and adverse affect on the value of the any Individual
Property, impair the use or the operation of any Individual Property or impair
Borrower's ability to pay its obligations in a timely manner.

      Section 4.22 Flood Zone

      None of the Improvements on any Individual Property are located in an area
identified by the Federal Emergency Management Agency as an area having special
flood hazards, or, if any portion of the Improvements is located within such
area, Borrower has obtained the insurance prescribed in Section 8.1(a)(i).

      Section 4.23 Physical Condition

      To Borrower's actual knowledge, and except as expressly disclosed in the
Physical Conditions Reports, the Properties, including, without limitation, all
buildings, improvements, parking facilities, sidewalks, storm drainage systems,
roofs, plumbing systems, HVAC systems, fire protection systems, electrical
systems, equipment,

                                       48


elevators, exterior sidings and doors, landscaping, irrigation systems and all
structural components, are in good condition, order and repair in all material
respects. To Borrower's actual knowledge, and except as expressly disclosed in
the Physical Conditions Reports, there exists no structural or other material
defects or damages in any Individual Property, as a result of a Casualty or
otherwise, and whether latent or otherwise. Borrower has not received notice
from any insurance company or bonding company of any defects or inadequacies in
any Individual Property, or any part thereof, which would adversely affect the
insurability of the same or cause the imposition of extraordinary premiums or
charges thereon or of any termination or threatened termination of any policy of
insurance or bond.

      Section 4.24 Intentionally Omitted

      Section 4.25 Leases and Rent Roll

      Borrower has delivered to Lender true, correct and complete rent rolls for
the Properties (collectively, a "RENT ROLL") which consists of the Operating
Lease affecting the Properties. Except as set forth in the Rent Roll (as same
has been updated by written notice thereof to Lender) and estoppel certificates
delivered to Lender on or prior to the Closing Date: (a) the Operating Lease is
in full force and effect; (b) the premises demised under the Operating Lease
have been completed and the Operating Lessee has accepted possession of and is
in occupancy of all of the demised premises; (c) the Operating Lessee has
commenced the payment of rent under the Operating Lease, there are no offsets,
claims or defenses to the enforcement thereof, and Borrower has no monetary
obligations to the Operating Lessee or any other Tenant; (d) all Rents due and
payable under the Operating Lease have been paid and, no portion thereof has
been paid for any period more than ninety (90) days in advance; (e) the rent
payable under the Operating Lease is the amount of fixed rent set forth in the
Rent Roll, and there is no claim or basis for a claim by the Operating Lessee
thereunder for an offset or adjustment to the rent; (f) the Operating Lessee has
not made any written claim of a default against the landlord under the Operating
Lease which remains outstanding nor has Borrower or Manager received, by
telephonic, in-person, e-mail or other communication, any notice of a default
under the Operating Lease; (g) to Borrower's knowledge there is no present
default by the Operating Lessee under the Operating Lease; (h) all security
deposits under the Operating Lease have been collected by Borrower; (i) Borrower
is the sole owner of the entire landlord's interest in the Operating Lease; (j)
the Operating Lease is the valid, binding and enforceable obligation of Borrower
and the Operating Lessee and there are no agreements with the Operating Lessee
other than as expressly set forth in the Operating Lease; (k) no Person has any
possessory interest in, or right to occupy, any Individual Property or any
portion thereof except under the terms of the Operating Lease or pursuant to a
sublease, license or concession agreement with Operating Lessee or a subtenant
thereof; and (1) neither the Operating Lease nor the Rents have been assigned,
pledged or hypothecated except to Lender, and no other Person has any interest
therein except the Operating Lessee thereunder.

                                       49


      Section 4.26 Filing and Recording Taxes

      All mortgage, mortgage recording, stamp, intangible or other similar tax
required to be paid by any Person under applicable Legal Requirements currently
in effect in connection with the execution, delivery, recordation, filing,
registration, perfection or enforcement of any of the Loan Documents, including,
without limitation, the Mortgages, have been paid or will be paid.

      Section 4.27 Operating Lease

      The Operating Lease is in full force and effect and there is no default
thereunder by any party thereto and, to Borrower's knowledge, no event has
occurred that, with the passage of time and/or the giving of notice would
constitute a default thereunder. No fees payable under the Operating Lease are
accrued and unpaid.

      Section 4.28 Illegal Activity

      No portion of the Properties have been or will be purchased with proceeds
of any illegal activity, and no part of the proceeds of the Loan will be used in
connection with any illegal activity.

      Section 4.29 Construction Expenses

      To the best of Borrower's knowledge, except as expressly disclosed on
Schedule VI attached hereto and made a part hereof, all costs and expenses of
any and all labor, materials, supplies and equipment used in the construction
maintenance or repair of the Improvements have been paid in full. To Borrower's
knowledge after due inquiry, there are no claims for payment for work, labor or
materials affecting the Properties which are or may become a Lien prior to, or
of equal priority with, the Liens created by the Loan Documents.

      Section 4.30 Personal Property

      Borrower has paid in full for, and, to the best of Borrower's knowledge,
is the owner of, all Personal Property (other than tenants' property) used in
connection with the operation of the Properties, free and clear of any and all
security interests, Liens or encumbrances, except for Permitted Encumbrances and
the Lien and security interest created by the Loan Documents.

      Section 4.31 Taxes

      Borrower and Borrower Principal have filed all federal, state, county,
municipal, and city income, personal property and other tax returns required to
have been filed by them and have paid all taxes and related liabilities which
have become due pursuant to such returns or pursuant to any assessments received
by them. Neither Borrower nor Borrower Principal knows of any basis for any
additional assessment in respect of any such taxes and related liabilities for
prior years.

                                       50


      Section 4.32 Permitted Encumbrances

      None of the Permitted Encumbrances, individually or in the aggregate,
materially interferes with the benefits of the security intended to be provided
by the Loan Documents, materially and adversely affects the value of the any
Individual Property, materially and adversely impairs the use or the operation
of any Individual Property or impairs Borrower's ability to pay its obligations
in a timely manner.

      Section 4.33 Federal Reserve Regulations

      Borrower will use the proceeds of the Loan for the purposes set forth in
Section 2.1(d) hereof and not for any illegal activity. No part of the proceeds
of the Loan will be used for the purpose of purchasing or acquiring any "margin
stock" within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or for my other purpose which would be inconsistent with
such Regulation U or any other Regulations of such Board of Governors, or for
any purposes prohibited by Legal Requirements or prohibited by the terms and
conditions of this Agreement or the other Loan Documents.

      Section 4.34 Investment Company Act

      Borrower is not (a) an "investment company" or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended; (b) a "holding company" or a "subsidiary company" of a
"holding company" or an "affiliate" of either a "holding company" or a
"subsidiary company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended; or (c) subject to any other federal or state law or
regulation which purports to restrict or regulate its ability to borrow money.

      Section 4.35 Reciprocal Easement Agreements

      (a) Neither Borrower, nor, to the best of Borrower's knowledge, any other
party is currently in default (nor has any notice been given or received with
respect to an alleged or current default that remains uncured) under any of the
terms and conditions of the REA, and the REA remains unmodified and in full
force and effect;

      (b) To the best of Borrower's knowledge, all sums due and owing by
Borrower to the other parties to the REA (or by the other parties to the REA to
the Borrower) pursuant to the terms of the REA, including without limitation,
all sums, charges, fees, assessments, costs, and expenses in connection with any
taxes, site preparation and construction, non-shareholder contributions, and
common area and other property management activities have been paid, are
current, and no Lien has attached on any Individual Property or threat thereof
been made for failure to pay any of the foregoing;

      (c) To the best of Borrower's knowledge, the terms, conditions, covenants,
uses and restrictions contained in the REA do not conflict in any material
respect with any terms, conditions, covenants, uses and restrictions contained
in the Operating Lease

                                       51


or in any agreement between Borrower and occupant of any peripheral parcel,
including without limitation, conditions and restrictions with respect to kiosk
placement, tenant restrictions (type, location or exclusivity), sale of certain
goods or services, and/or other use restrictions; and

      Section 4.36 No Change in Facts or Circumstances; Disclosure

      All information submitted by Borrower or its agents to Lender and in all
financial statements, rent rolls, reports, certificates and other documents
submitted in connection with the Loan or in satisfaction of the terms thereof
and all statements of fact made by Borrower in this Agreement or in any other
Loan Document, are accurate, complete and correct in all material respects. To
the best of Borrower's knowledge, there has been no , material adverse change in
any condition, fact, circumstance or event that would make any such information
inaccurate, incomplete or otherwise misleading in any material respect or that
otherwise materially and adversely affects or might materially and adversely
affect any Individual Property or the business operations or the financial
condition of Borrower or Operating Lessee. To the best of Borrower's knowledge,
Borrower has disclosed to Lender all material facts and has not failed to
disclose any material fact that could cause any representation or warranty made
herein to be materially misleading.

      Section 4.37 Management Agreement

      The Management Agreement is in full force and effect and there is no
default thereunder by any party thereto and, to Borrower's knowledge, no event
has occurred that, with the passage of time and/or the giving of notice would
constitute a default thereunder. No management fees payable under the Management
Agreement are accrued and unpaid.

      Section 4.38 Survey

      To Borrower's actual knowledge, no Survey fails to reflect any material
matter affecting such Individual Property or the title thereto.

      Section 4.39 Intentionally Omitted

      Section 4.40 Survival

      Borrower agrees that, unless expressly provided otherwise, all of the
representations and warranties of Borrower set forth in this Agreement and
elsewhere in this Agreement and in the other Loan Documents shall survive for so
long as any portion of the Debt remains owing to Lender. All representations,
warranties, covenants and agreements made in this Agreement or in the other Loan
Documents by Borrower shall be deemed to have been relied upon by Lender
notwithstanding any investigation heretofore or hereafter made by Lender or on
its behalf.

                                       52


                         ARTICLE 5 - BORROWER COVENANTS

      From the date hereof and until repayment of the Debt in full and
performance in full of all obligations of Borrower under the Loan Documents or
the earlier release of the Liens of the Mortgages (and all related obligations)
in accordance with the terms of this Agreement and the other Loan Documents,
Borrower hereby covenants and agrees with Lender that:

      Section 5.1 Existence; Compliance with Legal Requirements

      (a) Borrower shall do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its existence, rights,
licenses, permits and franchises and comply with all Legal Requirements
applicable to it and the Properties as the same made be used from time to time.
Borrower hereby covenants and agrees not to commit, permit or suffer to exist
any act or omission affording any Governmental Authority the right of forfeiture
as against any Individual Property or any part thereof or any monies paid in
performance of Borrower's obligations under any of the Loan Documents.

      (b) After prior written notice to Lender, Borrower, at its own expense,
may contest (or allow Operating Lessee to contest) by appropriate legal
proceeding, promptly initiated and conducted in good faith and with due
diligence, the Legal Requirements affecting an Individual Property, provided
that (i) no Default or Event of Default has occurred and is continuing; (ii)
such proceeding shall be permitted under and be conducted in accordance with the
provisions of any other instrument to which Borrower or the any Individual
Property is subject and shall not constitute a default thereunder; (iii) neither
the Properties, any part thereof or interest therein, any of the tenants or
occupants thereof, nor Borrower shall be affected in any material adverse way as
a result of such proceeding; (iv) non-compliance with the Legal Requirements
shall not impose civil or criminal liability on Borrower or Lender; (v) in the
event that the cost of non-compliance is reasonably estimated to exceed the
Threshold Amount, Borrower shall have furnished such security as may be
reasonably required in the proceeding or by Lender to ensure compliance by
Borrower with the Legal Requirements; and (vi) Borrower shall have furnished to
Lender all other items reasonably requested by Lender.

      Section 5.2 Maintenance and Use of Properties

      Borrower shall cause the Properties to be maintained in accordance with
Article 12 of the Operating Lease. If under applicable zoning provisions the use
of all or any portion of any Individual Property is or shall become a
nonconforming use, Borrower will not cause or permit the nonconforming use to be
discontinued or the nonconforming Improvement to be abandoned without the
express written consent of Lender, which consent shall not be unreasonably
withheld, conditioned or delayed.

      Section 5.3 Waste

      Borrower shall not commit or suffer any actual, physical waste of the
Properties or make any change in the use of the Properties which will in any way
materially increase

                                       53


the risk of fire or other hazard arising out of the operation of any Individual
Property, or take any action that might invalidate or give cause for
cancellation of any Policy, or do or permit to be done thereon anything that may
in any way impair the value of the any Individual Property or the security for
the Loan. Borrower will not, without the prior written consent of Lender, permit
any drilling or exploration for or extraction, removal, or production of any
minerals from the surface or the subsurface of any Individual Property,
regardless of the depth thereof or the method of mining or extraction thereof,
except as expressly permitted pursuant to a Permitted Encumbrance.

      Section 5.4 Taxes and Other Charges

      (a) Subject to the provisions of Section 5.4(b), Borrower shall pay or
cause to be paid all Taxes and Other Charges now or hereafter levied or assessed
or imposed against the Properties or any part thereof before interest and
penalties are due thereon; provided, however, Borrower's obligation to directly
pay Taxes shall be suspended for so long as Borrower complies with the terms and
provisions of Section 9.6 hereof. Borrower shall furnish or cause to be
furnished to Lender receipts for the payment of the Taxes and the Other Charges
within fifteen (15) days of written request therefor (provided, however, that
Borrower is not required to furnish such receipts for payment of Taxes in the
event that such Taxes have been paid by Lender pursuant to Section 9.6 hereof).
Borrower shall not suffer and shall promptly cause to be paid and discharged any
Lien or charge whatsoever which may be or become a Lien or charge against any
Individual Property, and shall promptly pay (or cause to be paid) for all
utility services provided to the Properties.

      (b) After prior written notice to Lender, Borrower, at its own expense,
may contest by appropriate legal proceeding, promptly initiated and conducted in
good faith and with due diligence, the amount or validity or application in
whole or in part of any Taxes or Other Charges, provided that (i) no Default or
Event of Default has occurred and remains uncured; (ii) such proceeding shall be
permitted under and be conducted in accordance with the provisions of any other
instrument to which Borrower is subject and shall not constitute a default
thereunder and such proceeding shall be conducted in accordance with all
applicable Legal Requirements; (iii) neither the Properties nor any part thereof
or interest therein will be in danger of being sold, forfeited, terminated,
canceled or lost; (iv) Borrower shall promptly upon final determination thereof
pay the amount of any such Taxes or Other Charges, together with all costs,
interest and penalties which may be payable in connection therewith; (v) such
proceeding shall suspend the collection of such contested Taxes or Other Charges
from the applicable Individual Property; and (vi) in the event that the cost of
such Taxes and/or Other Charges (including penalties and interest thereon) is
reasonably estimated to exceed the Threshold Amount, Borrower shall furnish such
security as may be required in the proceeding, or deliver to Lender such reserve
deposits as may be reasonably requested by Lender, to insure the payment of any
such Taxes or Other Charges, together with all interest and penalties thereon
(unless Borrower has paid all of the Taxes or Other Charges under protest).
Lender may pay over any such cash deposit or part thereof held by Lender to the
claimant entitled thereto at any time when, in the judgment of Lender, the
entitlement of such claimant is established or any Individual Property (or part
thereof or interest

                                       54


therein) shall be in danger of being sold, forfeited, terminated, canceled or
lost or there shall be any danger of the Lien of any of the Mortgages being
primed by any related Lien.

      Section 5.5 Litigation

      Borrower shall give prompt written notice to Lender of any litigation or
governmental proceedings pending or threatened in writing against Borrower which
might materially adversely affect Borrower's condition (financial or otherwise)
or business or any Individual Property.

      Section 5.6 Access to Properties

      Subject to the rights of Operating Lessee and other Tenants, Borrower
shall permit agents, representatives and employees of Lender to inspect the
Properties or any part thereof at reasonable hours upon reasonable advance
notice.

      Section 5.7 Notice of Default

      Borrower shall promptly advise Lender of any material adverse change in
the condition (financial or otherwise) of Borrower, any Borrower Principal or
any Individual Property or of the occurrence of any Default or Event of Default
of which Borrower has knowledge.

      Section 5.8 Cooperate in Legal Proceedings

      Borrower shall at Borrower's expense cooperate fully with Lender with
respect to any proceedings before any court, board or other Governmental
Authority which may in any way affect the rights of Lender hereunder or any
rights obtained by Lender under any of the other Loan Documents and, in
connection therewith, permit Lender, at its election, to participate in any such
proceedings.

      Section 5.9 Performance by Borrower

      Borrower shall in a timely manner observe, perform and fulfill each and
every covenant, term and provision to be observed and performed by Borrower
under this Agreement and the other Loan Documents and cause Operating Lessee to
observe, perform and fulfill in a timely manner each and every covenant, term
and provision to be observed and performed by Operating Lessee under any other
agreement or instrument affecting or pertaining to each Individual Property and
any amendments, modifications or changes thereto.

      Section 5.10 Awards; Insurance Proceeds

      Borrower shall cooperate with Lender in obtaining for Lender the benefits
of any Awards or Insurance Proceeds lawfully or equitably payable in connection
with the Properties, and Lender shall be reimbursed for any expenses incurred in
connection therewith (including reasonable, actual attorneys' fees and
disbursements, and the

                                       55


payment by Borrower of the expense of an appraisal on behalf of Lender in case
of a Casualty or Condemnation affecting any Individual Property or any part
thereof) out of such Awards or Insurance Proceeds.

      Section 5.11 Financial Reporting

      (a) Borrower and Borrower Principal shall keep, or cause to be kept,
adequate books and records of account of each Individual Property and in
accordance with GAAP, or in accordance with other methods acceptable to Lender
in its sole discretion, consistently applied and shall furnish, or cause to be
furnished, to Lender:

            (i) annually, within one hundred twenty (120) days following the end
      of each Fiscal Year, a complete copy of Borrower's annual financial
      statements audited by an Acceptable Accountant in accordance with GAAP (or
      such other accounting basis acceptable to Lender) covering Borrower for
      such Fiscal Year and containing statements of profit and loss for Borrower
      and the Properties and a balance sheet and statement of cash flows for
      Borrower. Such statements shall set forth the financial condition and the
      results of operations for Borrower for such Fiscal Year, and shall
      include, but not be limited to, amounts representing annual Net Operating
      Income, Operating Income and Operating Expenses. Borrower's annual
      financial statements shall be accompanied a certificate executed by a
      Responsible Officer or other appropriate officer of Borrower or Borrower
      Principal, as applicable, stating that each such annual financial
      statement presents fairly the financial condition and the results of
      operations of Borrower and the Properties being reported upon and has been
      prepared in accordance with GAAP, (iii) an unqualified opinion of an
      Acceptable Accountant, and (iv) a list of tenants, if any, occupying more
      than twenty (20%) percent of the total floor area of the Improvements.
      Together with Borrower's annual financial statements, Borrower shall
      furnish to Lender a certificate executed by a Responsible Officer or other
      appropriate officer of Borrower or Borrower Principal, as applicable
      certifying as of the date thereof whether there exists an event or
      circumstance which constitutes a Default or Event of Default under the
      Loan Documents executed and delivered by, or applicable to, Borrower, and
      if such Default or Event of Default exists, the nature thereof, the period
      of time it has existed and the action then being taken to remedy the same;

            (ii) quarterly, within seventy-five (75) days after the end of each
      calendar quarter or, prior to a Securitization and at the request of
      Lender, monthly, within twenty (20) days after the end of each calendar
      month, as applicable, the following item, accompanied by a certificate of
      a Responsible Officer or other appropriate officer of Borrower or Borrower
      Principal, as applicable, stating that such items are true, correct,
      accurate, and complete and fairly present the financial condition and
      results of the operations of Borrower and the Properties (subject to
      normal year-end adjustments): quarterly (or monthly, as applicable) and
      year-to-date operating statements (including Capital Expenditures)
      prepared for each calendar quarter or month, as applicable, noting Net
      Operating Income, Operating Income, and Operating Expenses, and other

                                       56


      information necessary and sufficient to fairly represent the financial
      position and results of operation of the Properties during such calendar
      quarter or month, as applicable, all in form reasonably satisfactory to
      Lender;

            (iii) all financial statements and books and records required to be
      delivered by Operating Lessee to Borrower in accordance with Section 28 of
      the Operating Lease.

      (b) Upon request from Lender, Borrower shall promptly furnish to Lender:

            (i) Intentionally Omitted;

            (ii) an accounting of all security deposits held by Borrower in
      connection with any Lease of any part of each Individual Property,
      including the name and identification number of the accounts in which such
      security deposits are held, the name and address of the financial
      institutions in which such security deposits are held and the name of the
      Person to contact at such financial institution, along with any authority
      or release necessary for Lender to obtain information regarding such
      accounts directly from such financial institutions; and

            (iii) a report of all letters of credit provided to Borrower by any
      Tenant in connection with any Lease of any part of each Individual
      Property, including the account numbers of such letters of credit, the
      names and addresses of the financial institutions that issued such letters
      of credit and the names of the Persons to contact at such financial
      institutions, along with any authority or release necessary for Lender to
      obtain information regarding such letters of credit directly from such
      financial institutions.

      (c) Intentionally Omitted.

      (d) Borrower and Borrower Principal shall furnish Lender with such other
additional financial or management information (including state and federal tax
returns) as may, from time to time, be reasonably required by Lender in form and
substance reasonably satisfactory to Lender (including, without limitation, any
financial reports required to be delivered by any Tenant or any guarantor of any
Lease pursuant to the terms of such Lease), and shall furnish to Lender and its
agents convenient facilities for the examination and audit of any such books and
records.

      (e) All items requiring the certification of Borrower shall, except where
Borrower is an individual, require a certificate executed by a Responsible
Officer of Borrower (and the same rules shall apply to any sole shareholder,
general partner or managing member which is not an individual).

      Section 5.12 Estoppel Statement

      (a) After request by Lender, Borrower shall within ten (10) Business Days
furnish Lender with a statement, duly acknowledged and certified, setting forth
(i) the amount of the original principal amount of the Note, (ii) the rate of
interest on the Note,

                                       57


(iii) the unpaid principal amount of the Note, (iv) the date installments of
interest and/or principal were last paid, (v) any offsets or defenses to the
payment of the Debt, if any, (vi) that the Note, this Agreement, the Mortgages
and the other Loan Documents have not been modified or if modified, giving
particulars of such modification and (vii) that the Operating Lease is in full
force and effect and whether, to the best of Borrower's knowledge, there are any
defaults thereunder on the part of any party.

      (b) Borrower shall use its commercially reasonable efforts to deliver to
Lender, promptly upon request, duly executed estoppel certificates from the
Operating Lessee attesting to such facts regarding the Operating Lease as Lender
may reasonably require, including, but not limited to attestations whether the
Operating Lease is in full force and effect with no defaults thereunder on the
part of any party and whether the Operating Lessee claims no defense or offset
against the full and timely performance of its obligations under the Operating
Lease.

      Section 5.13 Leasing Matters

      (a) Borrower may not enter into a proposed Lease (including the renewal or
extension of an existing Lease, unless such renewal or extension is expressly
provided for in such existing Lease) without the prior written consent of
Lender; provided, however, the foregoing shall not limit Operating Lessee's
right to sublet any portion of the Properties pursuant to the terms of the
Operating Lease.

      (b) Borrower (i) shall observe and perform all the obligations imposed
upon the landlord under the Operating Lease and shall not do or permit to be
done anything to impair the value of the Operating Lease as security for the
Debt; (ii) shall promptly send copies to Lender of all notices of default which
Borrower shall receive thereunder; (iii) shall enforce all of the material
terms, covenants and conditions contained in the Operating Lease upon the part
of the Operating Lessee to be observed or performed; (iv) shall not collect any
of the Rents more than three (3) months in advance (except security deposits
shall not be deemed Rents collected in advance); (v) shall not execute any other
assignment of the landlord's interest in the Operating Lease or the Rents; and
(vi) shall not consent to any assignment of or subletting under the Operating
Lease not in accordance with its terms, without the prior written consent of
Lender.

      (c) Borrower may not, without the prior written consent of Lender, amend,
modify or waive the provisions of the Operating Lease or terminate, reduce Rents
under, accept a surrender of space under, or shorten the term of, the Operating
Lease (including the UHaul Guaranty, any letter of credit or other credit
support with respect thereto).

      (d) Notwithstanding anything to the contrary contained herein or any of
the other Loan Documents, Borrower may amend or modify the terms of the Negative
Pledge Agreement, the Mercury 99 Guaranty and/or the Non-Compete Agreement
without the prior written consent of Lender.

      (e) Notwithstanding anything to the contrary contained in this Section
5.13, Operating Lessee may enter into subleases without the prior written
consent of Lender

                                       58


provided (i) such subleases are in compliance with the terms of the Operating
Lease and the Subordination Agreement, (ii) Borrower shall have no obligations
(whether financial or otherwise) under such subleases and (iii) Operating Lessee
is not relieved of its obligations, as primary obligor, (whether financial or
otherwise) under the Operating Lease as a result of such subleases.

      Section 5.14 Management Agreement

      (a) Each Individual Property shall be managed at all times by a Qualified
Manager, Borrower shall (i) promptly notify Lender of any default under the
Management Agreement of which it is aware; (ii) promptly deliver to Lender a
copy of any notice of default or other material notice received by Borrower
under the Management Agreement; and (iii) promptly give notice to Lender of any
notice or information that Borrower receives which indicates that Manager is
terminating the Management Agreement or that Manager is otherwise discontinuing
its management of any Individual Property.

      (b) Borrower shall (i) promptly perform and observe all of the covenants
required to be performed and observed by it under the Management Agreement and
do all things necessary to preserve and to keep unimpaired its material rights
thereunder; (ii) promptly notify Lender of any default under the Management
Agreement of which it is aware; (iii) promptly deliver to Lender a copy of any
notice of default or other material notice received by Borrower under the
Management Agreement; (iv) promptly give notice to Lender of any notice or
information that Borrower receives which indicates that Manager is terminating
the Management Agreement or that Manager is otherwise discontinuing its
management of any Individual Property; and (v) promptly enforce the performance
and observance of all of the covenants required to be performed and observed by
Manager under the Management Agreement.

      (c) If at any time, (i) Manager shall become insolvent or a debtor in a
bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing;
or (iii) a default has occurred and is continuing under the Management Agreement
and such default may have a Material Adverse Effect; Borrower shall, at the
request of Lender, terminate the Management Agreement upon thirty (30) days
prior notice to Manager and replace Manager with a Qualified Manager, it being
understood and agreed that the management agreement for such replacement manager
shall contain market terms and conditions (including, management fees).

      (d) Intentionally Omitted.

      (e) Borrower shall not, without the prior written consent of Lender (which
consent shall not be unreasonably withheld, conditioned or delayed): (i)
surrender, terminate or cancel the Management Agreement or otherwise replace
Manager or enter into any other management agreement with respect to any
Individual Property unless a Replacement Management Agreement will be in full
force and effect immediately succeeding such surrender, termination or
cancellation; (ii) reduce or consent to the reduction of the term of the
Management Agreement; (iii) increase or consent to the

                                       59


increase of the amount of any charges under the Management Agreement; or (iv)
otherwise modify, change, supplement, alter or amend, or waive or release any of
its rights and remedies under, the Management Agreement in any material respect.
In the event that Borrower replaces Manager at any time during the term of Loan
pursuant to this subsection, such Manager shall be a Qualified Manager.

      Section 5.15 Liens

      Borrower shall not, without the prior written consent of Lender, create,
incur, assume or suffer to exist any Lien on any portion of Borrower's interest
in any Individual Property or permit any such action to be taken, except
Permitted Encumbrances.

      Section 5.16 Debt Cancellation

      Borrower shall not cancel or otherwise forgive or release any claim or
debt (other than termination of Leases in accordance herewith) owed to Borrower
by any Person, except for adequate consideration and in the ordinary course of
Borrower's business.

      Section 5.17 Zoning

      Borrower shall not initiate or consent to any zoning reclassification of
any portion of any Individual Property or seek any variance under any existing
zoning ordinance or use or permit the use of any portion of the Properties in
any manner that could result in such use becoming a non-conforming use under any
zoning ordinance or any other applicable land use law, rule or regulation,
without the prior written consent of Lender; provided, however, this Section
5.17 shall not prevent the continued use of any Individual Property as a "legal,
non-conforming" use.

      Section 5.18 ERISA

      (a) Borrower shall not engage in any transaction which would cause any
obligation, or action taken or to be taken, hereunder (or the exercise by Lender
of any of its rights under the Note, this Agreement or the other Loan Documents)
to be a non- exempt (under a statutory or administrative class exemption)
prohibited transaction under ERISA.

      (b) Borrower further covenants and agrees to deliver to Lender such
certifications or other evidence from time to time throughout the term of the
Loan, as requested by Lender in its sole discretion, that (i) Borrower is not
and does not maintain an "employee benefit plan" as defined in Section 3(3) of
ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the
meaning of Section 3(3) of ERISA; (ii) Borrower is not subject to state statutes
regulating investments and fiduciary obligations with respect to governmental
plans; and (iii) one or more of the following circumstances is true:

                  (A) Equity interests in Borrower are publicly offered
            securities, within the meaning of 29 C.F.R. Section
            2510.3-101(b)(2);

                                       60


                  (B) Less than twenty-five percent (25%) of each outstanding
            class of equity interests in Borrower are held by "benefit plan
            investors" within the meaning of 29 C.F.R. Section 2510.3-101(f)(2);
            or

                  (C) Borrower qualifies as an "operating company" or a "real
            estate operating company within the meaning of 29 C.F.R. Section
            2510.3- 101(c) or (e).

      Section 5.19 No Joint Assessment

      Borrower shall not suffer, permit or initiate the joint assessment of any
Individual Property with (a) any other real property constituting a tax lot
separate from such Individual Property, or (b) any portion of such Individual
Property which may be deemed to constitute personal property, or any other
procedure whereby the Lien of any taxes which may be levied against such
personal property shall be assessed or levied or charged to such Individual
Property.

      Section 5.20 Reciprocal Easement Agreements

      Borrower shall not enter into, terminate or modify in any material respect
any REA without Lender's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. Borrower shall use commercially
reasonable efforts to enforce, comply with, and cause each of the parties to the
REA to comply with all of the material economic terms and conditions contained
in the REA; provided, however, Borrower may allow Operating Lessee to enter into
easement and similar agreements in accordance with the provisions of Section
10(b) of the Operating Lease.

      Section 5.21 Alterations

      With respect to each Individual Property, Borrower shall obtain Lender's
prior written consent to any alterations to any Improvements prior to allowing
Operating Lessee to perform any such alterations to any Improvements, which
consent shall not be unreasonably withheld, which (a) cost, in the aggregate at
any given time, in excess of the Threshold Amount, (b) have a material adverse
effect on Borrower's and/or Operating Lessee's financial condition, the value of
the related Individual Property or the Operating Income of the applicable
Individual Property or (c) include the construction of any new buildings, or the
raising or demolishing any then existing buildings (other than in connection
with a Restoration of any Individual Property).

      Section 5.22 Operating Lease

      Borrower shall:

            (i) promptly perform and/or observe all of the covenants and
      agreements required to be performed and observed by it under the Operating
      Lease and do all things necessary to preserve and to keep unimpaired its
      rights thereunder;

                                       61


            (ii) promptly notify Lender of any event of default under the
      Operating Lease;

            (iii) promptly enforce the performance and observance of all of the
      covenants and agreements required to be performed and/or observed by the
      Operating Lessee under the Operating Lease.

                          ARTICLE 6 - ENTITY COVENANTS

      Section 6.1 Single Purpose Entity/Separateness

      Until the Debt has been paid in full, Borrower represents, warrants and
covenants as follows:

      (a) Borrower has not and will not:

            (i) engage in any business or activity other than the ownership,
      operation and maintenance of the Properties, and activities incidental
      thereto;

            (ii) acquire or own any assets other than (A) the Properties and (B)
      such incidental Personal Property as may be necessary for the operation of
      the Properties;

            (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 applicable 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;

            (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; except that
      Borrower's financial position, assets, liabilities, net worth and
      operating results may be included in the consolidated financial statements
      of an Affiliate, provided that such consolidated financial statements
      contain a footnote indicating that such financial statements include
      accounts of such Affiliates, its subsidiaries and controlling majority
      owned interests;

                                       62


            (ix) enter into any contract or agreement with any general partner,
      member, shareholder, principal, guarantor of the obligations of Borrower,
      or any Affiliate of the foregoing, except upon terms and conditions that
      are intrinsically fair, commercially reasonable 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 or files a consolidated
      federal income tax return with any Person (unless prohibited or required,
      as the case may be, by applicable Legal Requirements);

            (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 operations;

            (xvi) if it is a partnership or limited liability company, without
      the unanimous written consent of all of its partners or members, as
      applicable, and the written consent of 100% of the directors of each SPE
      Component Entity, including, without limitation, each Independent
      Director, (a) file or consent to the filing of any petition, either
      voluntary or involuntary, to take advantage of any Creditors Rights Laws,
      (b) seek or consent to the appointment of a receiver, liquidator or any
      similar official, (c) take any action that might cause such entity to
      become insolvent, or (d) make an assignment for the benefit of creditors;

            (xvii) fail to allocate shared expenses, if any (including, without
      limitation, shared office space and services performed by an employee of
      an Affiliate), among the Persons sharing such expenses and to use separate
      stationery, invoices and checks;

            (xviii) fail to remain solvent or pay its own liabilities
      (including, without limitation, salaries of its own employees) only from
      its own funds;

                                       63


            (xix) acquire obligations or securities of its partners, members,
      shareholders or other affiliates, as applicable;

            (xx) violate or cause to be violated the assumptions made with
      respect to Borrower and its principals in any opinion letter pertaining to
      substantive consolidation delivered to Lender in connection with the Loan;
      or

            (xxi) fail to maintain a sufficient number of employees in light of
      its contemplated business operations.

      (b) If Borrower is a partnership or limited liability company, each
general partner in the case of a general partnership, each general partner in
the case of a limited partnership, or the managing member in the case of a
limited liability company (each an "SPE COMPONENT ENTITY") of Borrower, as
applicable, shall be a corporation whose sole asset is its interest in Borrower.
Each SPE Component Entity (i) will at all times comply with each of the
covenants, terms and provisions contained in Section 6.1(a)(iii)-(vi) and
(viii)-(xxi), as if such representation, warranty or covenant was made
directly by such SPE Component Entity; (ii) will not engage in any business or
activity other than owning an interest in Borrower; (iii) will not acquire or
own any assets other than its partnership, membership, or other equity interest
in Borrower; (iv) will not incur any debt, secured or unsecured, direct or
contingent (including guaranteeing any obligation); and (v) will cause Borrower
to comply with the provisions of this Section 6.1 and Section 6.4. Prior to the
withdrawal or the disassociation of any SPE Component Entity from Borrower,
Borrower shall immediately appoint a new general partner or managing member
whose articles of incorporation are substantially similar to those of such SPE
Component Entity and, if an opinion letter pertaining to substantive
consolidation was required at closing, deliver a new opinion letter acceptable
to Lender and the Rating Agencies with respect to the new SPE Component Entity
and its equity owners. Notwithstanding the foregoing, to the extent Borrower is
a single member Delaware limited liability company, so long as Borrower
maintains such formation status, no SPE Component Entity shall be required.

      (c) In the event Borrower is a single member Delaware limited liability
company, the limited liability company agreement of Borrower (the "LLC
AGREEMENT") shall provide that (i) upon the occurrence of any event that causes
the sole member of Borrower ("MEMBER") to cease to be the member of Borrower
(other than (A) upon an assignment by Member of all of its limited liability
company interest in Borrower and the admission of the transferee in accordance
with the Loan Documents and the LLC Agreement, or (B) the resignation of Member
and the admission of an additional member of Borrower in accordance with the
terms of the Loan Documents and the LLC Agreement), any person acting as
Independent Director of Borrower shall, without any action of any other Person
and simultaneously with the Member ceasing to be the member of Borrower,
automatically be admitted to Borrower ("SPECIAL MEMBER") and shall continue
Borrower without dissolution and (ii) Special Member may not resign from
Borrower or transfer its rights as Special Member unless (A) a successor Special
Member has been admitted to Borrower as Special Member in accordance with
requirements of Delaware law and (B) such successor Special Member has also
accepted its appointment as an Independent Director. The LLC Agreement shall
further provide that (i) Special

                                       64


Member shall automatically cease to be a member of Borrower upon the admission
to Borrower of a substitute Member, (ii) Special Member shall be a member of
Borrower that has no interest in the profits, losses and capital of Borrower and
has no right to receive any distributions of Borrower assets, (iii) pursuant to
Section 18-301 of the Delaware Limited Liability Company Act (the "ACT"),
Special Member shall not be required to make any capital contributions to
Borrower and shall not receive a limited liability company interest in Borrower,
(iv) Special Member, in its capacity as Special Member, may not bind Borrower
and (v) except as required by any mandatory provision of the Act, Special
Member, in its capacity as Special Member, shall have no right to vote on,
approve or otherwise consent to any action by, or matter relating to, Borrower,
including, without limitation, the merger, consolidation or conversion of
Borrower; provided, however, such prohibition shall not limit the obligations of
Special Member, in its capacity as Independent Director, to vote on such matters
required by the Loan Documents or the LLC Agreement. In order to implement the
admission to Borrower of Special Member, Special Member shall execute a
counterpart to the LLC Agreement. Prior to its admission to Borrower as Special
Member, Special Member shall not be a member of Borrower.

      Upon the occurrence of any event that causes the Member to cease to be a
member of Borrower, to the fullest extent permitted by law, the personal
representative of Member shall, within ninety (90) days after the occurrence of
the event that terminated the continued membership of Member in Borrower, agree
in writing (i) to continue Borrower and (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of Borrower, effective as of the occurrence of the event that terminated
the continued membership of Member of Borrower in Borrower. Any action initiated
by or brought against Member or Special Member under any Creditors Rights Laws
shall not cause Member or Special Member to cease to be a member of Borrower and
upon the occurrence of such an event, the business of Borrower shall continue
without dissolution. The LLC Agreement shall provide that each of Member and
Special Member waives any right it might have to agree in writing to dissolve
Borrower upon the occurrence of any action initiated by or brought against
Member or Special Member under any Creditors Rights Laws, or the occurrence of
an event that causes Member or Special Member to cease to be a member of
Borrower.

      Section 6.2 Change of Name, Identity or Structure

      Borrower shall not change or permit to be changed (a) Borrower's name, (b)
Borrower's identity (including its trade name or names), (c) Borrower's
principal place of business set forth on the first page of this Agreement, (d)
the corporate, partnership or other organizational structure of Borrower, each
SPE Component Entity (if any), or Borrower Principal, (e) Borrower's state of
organization, or (f) Borrower's organizational identification number, without in
each case notifying Lender of such change in writing at least thirty (30) days
prior to the effective date of such change and, in the case of a change in
Borrower's structure, without first obtaining the prior written consent of
Lender. In addition, Borrower shall not change or permit to be changed any
organizational documents of Borrower or any SPE Component Entity (if any) if
such change would adversely impact the covenants set forth in Section 6.1 and
Section 6.4

                                       65


hereof. Borrower authorizes Lender to file any financing statement or financing
statement amendment required by Lender to establish or maintain the validity,
perfection and priority of the security interest granted herein. At the request
of Lender, Borrower shall execute a certificate in form satisfactory to Lender
listing the trade names under which Borrower intends to operate the Properties,
and representing and warranting that Borrower does business under no other trade
name with respect to the Properties. If Borrower does not now have an
organizational identification number and later obtains one, or if the
organizational identification number assigned to Borrower subsequently changes,
Borrower shall promptly notify Lender of such organizational identification
number or change.

      Section 6.3 Business and Operations

      Borrower will qualify to do business and will remain in good standing
under the laws of the States to the extent the same are required for the
ownership, maintenance, management and operation of the Properties.

      Section 6.4 Independent Director

      (a) The organizational documents of each SPE Component Entity (if any)
shall provide that at all times there shall be, and Borrower shall cause there
to be, at least two duly appointed members of the board of directors (each an
"INDEPENDENT DIRECTOR") of such SPE Component Entity reasonably satisfactory to
Lender each of whom are not at the time of such individual's initial
appointment, and shall not have been at any time during the preceding five (5)
years, and shall not be at any time while serving as a director of such SPE
Component Entity, either (i) a shareholder (or other equity owner) of, or an
officer, director, partner, manager, member (other than as a Special Member in
the case of single member Delaware limited liability companies), employee,
attorney or counsel of, Borrower, such SPE Component Entity or any of their
respective shareholders, partners, members, subsidiaries or affiliates; (ii) a
customer or creditor of, or supplier to, Borrower or any of its respective
shareholders, partners, members, subsidiaries or affiliates who derives any of
its purchases or revenue from its activities with Borrower or such SPE Component
Entity or any Affiliate of any of them; (iii) a Person who Controls or is under
common Control with any such shareholder, officer, director, partner, manager,
member, employee, supplier, creditor or customer; or (iv) a member of the
immediate family of any such shareholder, officer, director, partner, manager,
member, employee, supplier, creditor or customer.

      (b) The organizational documents of each SPE Component Entity (if any)
shall provide that the board of directors of such SPE Component Entity shall not
take any action which, under the terms of any certificate of incorporation,
by-laws or any voting trust agreement with respect to any common stock, requires
an unanimous vote of the board of directors of such SPE Component Entity of
Borrower unless at the time of such action there shall be at least two members
of the board of directors who are Independent Directors. Such SPE Component
Entity will not, without the unanimous written consent of its board of directors
including each Independent Director, on behalf of itself or Borrower, (i) file
or consent to the filing of any petition, either voluntary or involuntary,

                                       66


to take advantage of any applicable Creditors Rights Laws; (ii) seek or consent
to the appointment of a receiver, liquidator or any similar official; (iii) take
any action that might cause such entity to become insolvent; or (iv) make an
assignment for the benefit of creditors.

                       ARTICLE 7 - NO SALE OR ENCUMBRANCE

      Section 7.1 Transfer Definitions

      For purposes of this Article 7 an "AFFILIATED MANAGER" shall mean any
managing agent in which Borrower, Borrower Principal, any SPE Component Entity
(if any) or any affiliate of such entities has, directly or indirectly, any
legal, beneficial or economic interest; "CONTROL" shall mean the power to direct
the management and policies of a Restricted Party, directly or indirectly,
whether through the ownership of voting securities or other beneficial
interests, by contract or otherwise; "RESTRICTED PARTY" shall mean Borrower,
Borrower Principal, any SPE Component Entity (if any), any Affiliated Manager,
the Operating Lessee SPE Entities, or any shareholder, partner, member or
non-member manager, or any direct or indirect legal or beneficial owner of
Borrower, Borrower Principal, any SPE Component Entity (if any), any Affiliated
Manager or any non-member manager and a "SALE OR PLEDGE" shall mean a voluntary
or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge,
assignment, grant of any options with respect to, or any other transfer or
disposition of (directly or indirectly, voluntarily or involuntarily, by
operation of law or otherwise, and whether or not for consideration or of
record) of a legal or beneficial interest.

      Section 7.2 No Sale/Encumbrance

      (a) Borrower shall not cause or permit a Sale or Pledge of any Individual
Property or any part thereof or any legal or beneficial interest therein nor
permit a Sale or Pledge of an interest in any Restricted Party (in each case, a
"PROHIBITED TRANSFER"), other than pursuant to the Operating Lease or other
Leases of space in the Improvements to Tenants in accordance with the provisions
of Section 5.13(e), without the prior written consent of Lender.

      (b) A Prohibited Transfer shall include, but not be limited to, (i) an
installment sales agreement wherein Borrower agrees to sell an Individual
Property or any part thereof for a price to be paid in installments; (ii) an
agreement by Borrower leasing all or a substantial part of any Individual
Property for other than actual occupancy by a space tenant thereunder or a sale,
assignment or other transfer of, or the grant of a security interest in,
Borrower's right, title and interest in and to any Leases or any Rents; (iii) if
a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge
of such corporation's stock or the creation or issuance of new stock in one or a
series of transactions; (iv) if a Restricted Party is a limited or general
partnership or joint venture, any merger or consolidation or the change,
removal, resignation or addition of a general partner or the Sale or Pledge of
the partnership interest of any general or limited partner or any profits or
proceeds relating to such partnership interests or the creation or issuance of
new partnership interests; (v) if a Restricted Party is a limited liability
company, any

                                       67


merger or consolidation or the change, removal, resignation or addition of a
managing member or non-member manager (or if no managing member, any member) or
the Sale or Pledge of the membership interest of any member or any profits or
proceeds relating to such membership interest; or (vi) if a Restricted Party is
a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the
legal or beneficial interest in a Restricted Party or the creation or issuance
of new legal or beneficial interests or (vii) the removal or the resignation of
Manager (including, without limitation, an Affiliated Manager) other than in
accordance with Section 5.14.

      Section 7.3 Permitted Transfers

      Notwithstanding the provisions of Section 7.2, the following transfers
shall not be deemed to be a Prohibited Transfer and shall not require the
consent of Lender and no transfer fee shall be due in connection therewith: (a)
a transfer by devise or descent or by operation of law upon the death of a
member, partner or shareholder of a Restricted Party, (b) [intentionally
omitted], (c) the sale, transfer or issuance of stock in WPC, provided such
stock is listed on the New York Stock Exchange or such other nationally
recognized stock exchange, (d) transfers of shares of stock in Borrower
Principal and (e) the transfers of stock in Borrower among and between CPA: 12,
CPA: 14, CPA: 15, CPA:16, CIP and WPC.

      Section 7.4 Lender's Rights

      Lender reserves the right to condition the consent to a Prohibited
Transfer requested hereunder upon (a) a modification of the terms hereof and an
assumption of the Note and the other Loan Documents as so modified by the
proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to
one-quarter of one percent (0.25%) of the outstanding principal balance of the
Loan and all of Lender's expenses incurred in connection with such Prohibited
Transfer, (c) receipt of written confirmation from the Rating Agencies that the
Prohibited Transfer will not result in a downgrade, withdrawal or qualification
of the initial, or if higher, then current ratings issued in connection with a
Securitization, or if a Securitization has not occurred, any ratings to be
assigned in connection with a Securitization, (d) the proposed transferee's
continued compliance with the covenants set forth in this Agreement (including,
without limitation, the covenants in Article 6) and the other Loan Documents,
(e) a new manager for the Properties and a new management agreement satisfactory
to Lender, and (f) the satisfaction of such other conditions and/or legal
opinions as Lender shall determine in its reasonable discretion to be in the
interest of Lender. All expenses incurred by Lender shall be payable by Borrower
whether or not Lender consents to the Prohibited Transfer. Lender shall not be
required to demonstrate any actual impairment of its security or any increased
risk of default hereunder in order to declare the Debt immediately due and
payable upon a Prohibited Transfer made without Lender's consent. This provision
shall apply to each and every Prohibited Transfer, whether or not Lender has
consented to any previous Prohibited Transfer. Notwithstanding anything to the
contrary contained in this Section 7.4, in the event a substantive
non-consolidation opinion was delivered to Lender and the Rating Agencies in
connection with the closing of the Loan, and if any Sale or Pledge permitted
under this Article 7 results in any Person and its Affiliates owning in excess
of

                                       68


forty-nine percent (49%) of the ownership interests in a Restricted Party,
Borrower shall, prior to such transfer, and in addition to any other requirement
for Lender consent contained herein, deliver a revised substantive
non-consolidation opinion to Lender reflecting such Prohibited Transfer, which
opinion shall be in form, scope and substance acceptable in all respects to
Lender and the Rating Agencies.

      Section 7.5 Assumption of Borrower's Interest.

      Notwithstanding the foregoing provisions of this Article 7, following the
date which is six (6) months from the Closing Date, Lender's consent shall not
be required with respect to a transfer of all of the Properties in its entirety
to, and the related assumption of the Loan by, a Qualified Transferee provided
that each of the following terms and conditions are satisfied:

      (a) no Default or Event of Default has occurred;

      (b) Borrower shall have (i) delivered written notice to Lender of the
terms of such prospective transfer not less than sixty (60) days before the date
on which such transfer is scheduled to close and, concurrently therewith, all
such information concerning the proposed Qualified Transferee as Lender shall
reasonably require and (ii) paid to Lender a non-refundable processing fee in
the amount of $50,000. Lender shall have the right to approve or disapprove the
proposed transfer based on its then current underwriting and credit requirements
for similar loans secured by similar properties which loans are sold in the
secondary market, such approval not to be unreasonably withheld;

      (c) Borrower shall have paid to Lender, concurrently with the closing of
such transfer, (i) a non-refundable assumption fee in an amount equal to
one-quarter of one percent (0.25%) of the then outstanding principal balance of
the Note, and (ii) all out-of-pocket costs and expenses, including reasonable
attorneys' fees, incurred by Lender in connection with the transfer;

      (d) The Qualified Transferee assumes and agrees to pay the Debt as and
when due subject to the provisions of Article 15 hereof and, prior to or
concurrently with the closing of such transfer, Qualified Transferee and its
constituent partners, members or shareholders as Lender may require, shall
execute, without any cost or expense to Lender, such documents and agreements as
Lender shall reasonably require to evidence and effectuate said assumption;

      (e) Borrower and the Qualified Transferee, without any cost to Lender,
shall furnish any information requested by Lender for the preparation of, and
shall authorize Lender to file, new financing statements and financing statement
amendments and other documents to the fullest extent permitted by applicable
law, and shall execute any additional documents reasonably requested by Lender;

      (f) Borrower shall have delivered to Lender, without any cost or expense
to Lender, such endorsements to Lender's Title Insurance Policy insuring that
fee simple and/or leasehold title to the Properties, as applicable, is vested in
the Qualified Transferee

                                       69


(subject to Permitted Encumbrances), hazard insurance endorsements or
certificates and other similar materials as Lender may deem necessary at the
time of the transfer, all in form and substance satisfactory to Lender;

      (g) The Qualified Transferee shall have furnished to Lender, if the
Qualified Transferee is a corporation, partnership, limited liability company or
other entity, all appropriate papers evidencing the Qualified Transferee's
organization and good standing, and the qualification of the signers to execute
the assumption of the Debt, which papers shall include certified copies of all
documents relating to the organization and formation of Transferee and of the
entities, if any, which are partners or members of the Qualified Transferee. The
Qualified Transferee and such constituent partners, members or shareholders of
the Qualified Transferee (as the case may be), as Lender shall require, shall
comply with the covenants set forth in Article 6 hereof;

      (h) The Qualified Transferee shall assume the obligations of Borrower
under the Operating Lease and such transfer will not cause a default thereunder;

      (i) The Qualified Transferee shall furnish an opinion of counsel
satisfactory to Lender and its counsel (A) that the Qualified Transferee's
formation documents provide for the matters described in subparagraph (g) above,
(B) that the assumption of the Debt has been duly authorized, executed and
delivered, and that the Note, the Mortgages, this Agreement, the assumption
agreement and the other Loan Documents are valid, binding and enforceable
against the Qualified Transferee in accordance with their terms, (C) that the
Qualified Transferee and any entity which is a controlling stockholder, member
or general partner of the Qualified Transferee, have been duly organized, and
are in existence and good standing, and (E) with respect to such other matters
as Lender may reasonably request;

      (j) if required by Lender, Lender shall have received confirmation in
writing from the Rating Agencies that rate the Securities to the effect that the
transfer will not result in a qualification, downgrade or withdrawal of any
rating initially assigned or to be assigned to the Securities;

      (k) Transferee shall assume the obligations of Borrower under any
Management Agreement or provide a new management agreement with a new manager
which meets with the requirements of Section 5.14 hereof and assign to Lender as
additional security such new management agreement;

      (l) Borrower's obligations under the contract of sale pursuant to which
the transfer is proposed to occur shall expressly be subject to the satisfaction
of the terms and conditions of this Section 7.5; and

      (m) The Qualified Transferee shall, prior to such transfer, deliver a
substantive non-consolidation opinion to Lender, which opinion shall be in form,
scope and substance acceptable in all respects to Lender and the Rating
Agencies.

      A consent by Lender with respect to a transfer of the Properties in their
entirety to, and the related assumption of the Loan by, a Qualified Transferee
pursuant to this

                                       70


Section 7.5 shall not be construed to be a waiver of the right of Lender to
consent to any subsequent transfer of the Properties or any part thereof.

      Provided the Qualified Transferee has assumed all of Borrower's
obligations and liabilities in a manner acceptable to Lender, Borrower shall be
released from its obligations under the Loan and the Loan Documents from and
after the date of sale or transfer. In addition, provided a replacement borrower
principal (which borrower principal shall be approved in writing by Lender)
shall have assumed all of the obligations and liabilities of Borrower Principal
in a manner acceptable to Lender, Borrower Principal shall be released from its
obligations under the Loan and the Loan Documents to which they are a party from
and after the date of sale or transfer.

      Section 7.6 Reserved.

           ARTICLE 8 - INSURANCE; CASUALTY; CONDEMNATION; RESTORATION

      Section 8.1 Insurance

      (a) Borrower shall obtain and maintain, or cause to be maintained, at all
times insurance for Borrower and each Individual Property providing at least the
following coverages:

            (i) comprehensive "all risk" insurance on the Improvements and the
      Personal Property, in each case (A) in an amount equal to one hundred
      percent (100%) of the "Full Replacement Cost," which for purposes of this
      Agreement shall mean actual replacement value (exclusive of costs of
      excavations, foundations, underground utilities and footings) with a
      waiver of depreciation; (B) containing an agreed amount endorsement with
      respect to the Improvements and Personal Property waiving all co-insurance
      provisions; (C) providing for no deductible in excess of $25,000 for all
      such insurance coverage (except with respect to (i) wind storm insurance
      for Individual Properties located in Florida for which the deductible on
      such insurance shall not be in excess of five percent (5%) of the
      replacement cost of such Individual Property and (ii) flood insurance and
      earthquake insurance for which the deductible on such insurance shall not
      be in excess of $100,000); and (D) if any of the Improvements or the use
      of the Individual Property shall at any time constitute legal
      non-conforming structures or uses, providing coverage for contingent
      liability from Operation of Building Laws, Demolition Costs and Increased
      Cost of Construction Endorsements and containing an "Ordinance or Law
      Coverage" or "Enforcement" endorsement. In addition, Borrower shall
      obtain: (y) if any portion of the Improvements is currently or at any time
      in the future located in a "special flood hazard area" designated by the
      Federal Emergency Management Agency, flood hazard insurance in an amount
      equal to the maximum amount of such insurance available under the National
      Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or
      the National Flood Insurance Reform Act of 1994, as each may be amended;
      and (z) earthquake insurance in amounts and in form and substance
      reasonably satisfactory to Lender in the event the Individual Property is
      located in

                                       71


      an area with a high degree of seismic risk, provided that the insurance
      pursuant to clauses (y) and (z) hereof shall be on terms consistent with
      the comprehensive all risk insurance policy required under this subsection
      (i);

            (ii) Commercial General Liability insurance against claims for
      personal injury, bodily injury, death or property damage occurring upon,
      in or about the Individual Property, with such insurance (A) to be on the
      so-called "occurrence" form with a general aggregate limit of not less
      than $2,000,000 and a per occurrence limit of not less than $1,000,000;
      (B) to continue at not less than the aforesaid limit until required to be
      changed by Lender in writing by reason of changed economic conditions
      making such protection inadequate; and (C) to cover at least the following
      hazards: (1) premises and operations; (2) products and completed
      operations; (3) independent contractors; and (4) blanket contractual
      liability as described in a standard commercial general liability policy
      form CG00010798;

            (iii) loss of rents insurance or business income insurance, as
      applicable, (A) with loss payable to Lender; (B) covering all risks
      required to be covered by the insurance provided for in subsection (i)
      above; and (C)(I)(1) in an amount equal to 100% of the projected Business
      Income from each Individual Property (on an actual loss sustained basis)
      for a period continuing until the Restoration of the Individual Property
      is completed and income returns to the same level it was at prior to the
      loss (not to exceed eighteen (18) months), based on the greatest of: (x)
      Borrower's reasonable estimate of the Business Income from each Individual
      Property and (y) the highest Business Income received during the term of
      the Note for any full calendar year prior to the date the amount of such
      insurance is being determined and (2) which contains an extended period of
      indemnity endorsement which provides that after the physical loss to the
      Improvements and Personal Property has been repaired, the continued loss
      of income will be insured until such income either returns to the same
      level it was at prior to the loss, or the expiration of six (6) months
      from the date that such Individual Property is repaired or replaced and
      operations are resumed, whichever first occurs, and notwithstanding that
      the policy may expire prior to the end of such period or (II) pursuant to
      a blanket insurance Policy which provides for such coverages set forth in
      (C)(I)(1) and (2) above for each Individual Property with per occurrence
      limits of not less than the highest amounts attributable to an Individual
      Property as calculated pursuant to (C)(I) above; in either case, the
      amount of such business income/loss of rents insurance shall be determined
      prior to the Closing Date and at least once each year thereafter based on
      Borrower's reasonable estimate of the gross income from such Individual
      Property for the succeeding period of coverage required above. All
      proceeds payable to Lender pursuant to this subsection shall be held by
      Lender and shall be applied to the obligations secured by the Loan
      Documents from time to time due and payable hereunder and under the Note;
      provided, however, that nothing herein contained shall be deemed to
      relieve Borrower of its obligations to pay the obligations secured by the
      Loan Documents on the respective dates of payment provided for in the
      Note, this Agreement and

                                       72


      the other Loan Documents except to the extent such amounts are actually
      paid out of the proceeds of such loss of rents or business income
      insurance, as applicable;

            (iv) at all times during which structural construction, substantial
      repairs or alterations are being made with respect to the Improvements,
      and only if the Individual Property coverage form does not otherwise
      apply, (A) owner's contingent or protective liability insurance covering
      claims not covered by or under the terms or provisions of the above
      mentioned commercial general liability insurance policy; and (B) the
      insurance provided for in subsection (i) above written in a so-called
      Builder's Risk Completed Value form (1) on a non-reporting basis, (2)
      against "all risks" insured against pursuant to subsection (i) above, (3)
      including permission to occupy the Individual Property, and (4) with an
      agreed amount endorsement waiving co-insurance provisions;

            (v) workers' compensation, subject to the statutory limits of the
      State, and employer's liability insurance in respect of any work or
      operations on or about the Individual Property, or in connection with such
      Individual Property or its operation (if applicable);

            (vi) comprehensive boiler and machinery insurance, if applicable, in
      amounts as shall be reasonably required by Lender on terms consistent with
      the commercial property insurance policy required under subsection (i)
      above;

            (vii) excess liability insurance in an amount not less than
      $25,000,000.00 per occurrence and $50,000,000.00 aggregate on terms
      consistent with the commercial general liability insurance required under
      subsection (ii) above;

            (viii) Customer Goods Liability for amounts of not less than
      $250,000; and

            (ix) upon sixty (60) days' written notice, such other reasonable
      insurance and in such reasonable amounts as Lender from time to time may
      reasonably request against such other insurable hazards which at the time
      are commonly insured against for property similar to the Individual
      Property located in or around the region in which such Individual Property
      is located.

      With respect to the Policies required to be maintained pursuant to clauses
(i) through (ix) above, Borrower shall use commercially reasonable efforts,
consistent with those of prudent owners of institutional quality commercial real
estate, to maintain insurance coverage against Losses resulting from acts of
terrorism.

      (b) All insurance provided for in Section 8.1 (a) shall be obtained under
valid and enforceable policies (collectively, the "POLICIES" or in the singular,
the "POLICY"), and shall be subject to the approval of Lender as to insurance
companies, amounts, deductibles, loss payees and insureds. The Policies shall be
issued by financially sound and responsible insurance companies authorized to do
business in the State and having a claims paying ability rating of "A+" or
better by at least two Rating Agencies, one of

                                       73


which must be S&P or such other Rating Agencies approved by Lender, provided,
however, the Policies may be issued by a syndicate of insurers through which (1)
at least 75% of the coverage (if there are 4 or fewer members of the syndicate)
or at least 60% of the coverage (if there are 5 or more members of the
syndicate), shall be with one or more carriers having a claims paying ability
rating of "A+" or better by at least two Rating Agencies, one of which must be
S&P or such other Rating Agencies approved by Lender, (2) subject to the
requirements of subsection (1) above, no more than 15% of the coverage (if there
are 4 or fewer members of the syndicate) or no more than 30% of the coverage (if
there are 5 or more members of the syndicate), shall be with one or more
carriers having a claims paying ability rating of "A" or better by at least two
Rating Agencies, one of which must be S&P or such other Rating Agencies approved
by Lender and (3) the balance of the coverage not to exceed 10% of claims
coverage is with one or more carriers having a general policy rating of "A" or
better and a financial class of "XII" or better by A.M. Best Company, Inc. All
Policies described in Sections 8.1(a)(ii), (v) and (vii) shall be issued by
financially sound and responsible insurance companies having a claims paying
ability rating of "A" or better by at least two Rating Agencies approved by
Lender and a general policy rating of "A-" or better and a financial class of
"VIII" or better by A.M. Best Company, Inc. The Policies described in Section
8.1(a) shall designate Lender and its successors and assigns as additional
insureds, mortgagees and/or loss payee as deemed appropriate by Lender. To the
extent such Policies are not available as of the Closing Date, Borrower shall
deliver certified copies of all Policies to Lender not later than thirty (30)
days after the Closing Date. Not less than ten (10) days prior to the expiration
dates of the Policies theretofore furnished to Lender, renewal Policies
accompanied by evidence satisfactory to Lender of payment of the premiums due
thereunder (the "INSURANCE PREMIUMS") shall be delivered by Borrower to Lender.

      (c) Any blanket insurance Policy required pursuant to Section 8.1(a)(i)
hereof, shall specifically allocate to the Individual Property the amount of
coverage from time to time required hereunder and shall otherwise provide the
same protection as would a separate Policy insuring only such Individual
Property in compliance with the provisions of Section 8.1(a).

      (d) All Policies provided for or contemplated by Section 8.1(a), except
for the Policy referenced in Section 8.1(a)(v), shall name Borrower as the
insured or the additional insured and Lender as the additional insured, as its
interests may appear, and in the case of property damage, boiler and machinery,
flood and earthquake insurance, shall contain a so-called New York standard
non-contributing mortgagee clause in favor of Lender providing that the loss
thereunder shall be payable to Lender.

      (e) All Policies provided for in Section 8.1(a) shall contain clauses or
endorsements to the effect that:

            (i) no act or negligence of Borrower, or anyone acting for Borrower,
      or of any Tenant or other occupant, or failure to comply with the
      provisions of any Policy, which might otherwise result in a forfeiture of
      the insurance or any part thereof, shall in any way affect the validity or
      enforceability of the insurance insofar as Lender is concerned;

                                       74


            (ii) the Policies shall not be materially changed (other than to
      increase the coverage provided thereby) or canceled without at least
      thirty (30) days' prior written notice to Lender and any other party named
      therein as an additional insured;

            (iii) the issuers thereof shall give written notice to Lender if the
      Policies have not been renewed thirty (30) days prior to its expiration;
      and

            (iv) Lender shall not be liable for any Insurance Premiums thereon
      or subject to any assessments thereunder.

      (f) If at any time Lender is not in receipt of written evidence that all
insurance required hereunder is in full force and effect, Lender shall have the
right, without notice to Borrower, to take such action as Lender deems necessary
to protect its interest in any Individual Property, including, without
limitation, obtaining such insurance coverage as Lender in its sole discretion
deems appropriate. All premiums incurred by Lender in connection with such
action or in obtaining such insurance and keeping it in effect shall be paid by
Borrower to Lender upon demand and, until paid, shall be secured by the
Mortgages and shall bear interest at the Default Rate.

      Section 8.2 Casualty

      If any Individual Property shall be damaged or destroyed, in whole or in
part, by fire or other casualty (a "CASUALTY"), Borrower (to the extent Borrower
has received notice of such damage or destruction) shall give Lender prompt
notice of such damage and Borrower shall promptly commence and diligently
prosecute the Restoration of such Individual Property in accordance with Section
8.4, whether or not Lender makes any Net Proceeds available pursuant to Section
8.4. Borrower shall pay all costs of such Restoration whether or not such costs
are covered by insurance. Lender may, but shall not be obligated to make proof
of loss if not made promptly by Borrower. Borrower shall adjust all claims for
Insurance Proceeds in consultation with, and approval of, Lender; provided,
however, if an Event of Default has occurred and is continuing, Lender shall
have the exclusive right to participate in the adjustment of all claims for
Insurance Proceeds.

      Section 8.3 Condemnation

      Borrower shall promptly give Lender notice of the actual or threatened
commencement of any proceeding for the Condemnation of any Individual Property
of which Borrower has received notice and shall deliver to Lender copies of any
and all papers served in connection with such proceedings. Lender may
participate in any such proceedings, and Borrower shall from time to time
deliver to Lender all instruments requested by it to permit such participation.
Borrower shall, at its expense, diligently prosecute any such proceedings, and
shall consult with Lender, its attorneys and experts, and cooperate with them in
the carrying on or defense of any such proceedings. Notwithstanding any taking
by any public or quasi-public authority through Condemnation or otherwise
(including but not limited to any transfer made in lieu of or

                                       75


in anticipation of the exercise of such taking), Borrower shall continue to pay
the Debt at the time and in the manner provided for its payment in the Note and
in this Agreement and the Debt shall not be reduced until any Award shall have
been actually received and applied by Lender, after the deduction of expenses of
collection, to the reduction or discharge of the Debt, provided, however, after
payment in full of the Debt, any excess proceeds received by Lender shall be
distributed in accordance with the provisions set forth in the Cash Management
Agreement. Lender shall not be limited to the interest paid on the Award by the
condemning authority but shall be entitled to receive out of the Award interest
at the rate or rates provided herein or in the Note. If any Individual Property
or any portion thereof is taken by a condemning authority, Borrower shall
promptly commence and diligently prosecute the Restoration of such Individual
Property and otherwise comply with the provisions of Section 8.4, whether or not
Lender makes any Net Proceeds available pursuant to Section 8.4. If an
Individual Property is sold, through foreclosure or otherwise, prior to the
receipt by Lender of the Award, Lender shall have the right, whether or not a
deficiency judgment on the Note shall have been sought, recovered or denied, to
receive the Award, or a portion thereof sufficient to pay the Debt.

      Section 8.4 Restoration

      The following provisions shall apply in connection with the Restoration of
the Properties:

      (a) If the Net Proceeds shall be less than $9,000,000.00 (as the same may
be adjusted by increases in CPI in a manner consistent with increases in Base
Rent pursuant to the Operating Lease) and the costs of completing the
Restoration shall be less than $9,000,000.00 (as the same may be adjusted by
increases in CPI in a manner consistent with increases in Base Rent pursuant to
the Operating Lease), the Net Proceeds will be disbursed by Lender to Borrower
upon receipt, provided that all of the conditions set forth in Section 8.4(b)(i)
are met and Borrower delivers to Lender a written undertaking to expeditiously
commence and to satisfactorily complete with due diligence the Restoration in
accordance with the terms of this Agreement.

      (b) If the Net Proceeds are equal to or greater than $9,000,000.00 (as the
same may be adjusted by increases in CPI in a manner consistent with increases
in Base Rent pursuant to the Operating Lease) or the costs of completing the
Restoration are equal to or greater than $9,000,000.00 (as the same may be
adjusted by increases in CPI in a manner consistent with increases in Base Rent
pursuant to the Operating Lease), Lender shall make the Net Proceeds available
for the Restoration in accordance with the provisions of this Section 8.4. The
term "NET PROCEEDS" for purposes of this Section 8.4 shall mean: (i) the net
amount of all insurance proceeds received by Lender pursuant to Section
8.1(a)(i), (iv), (vi) and (ix) as a result of a Casualty, after deduction of its
reasonable costs and expenses (including, but not limited to, reasonable counsel
fees), if any, in collecting the same ("INSURANCE PROCEEDS"), or (ii) the net
amount of the Award as a result of a Condemnation, after deduction of its
reasonable costs and expenses (including, but not limited to, reasonable counsel
fees), if any, in collecting the same ("CONDEMNATION PROCEEDS"), whichever the
case may be.

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            (i) The Net Proceeds shall be made available to Borrower for
      Restoration provided that each of the following conditions are met:

                  (A) no Event of Default shall have occurred and be continuing;

                  (B) (1) in the event the Net Proceeds are Insurance Proceeds,
            less than twenty percent (20%) of the total aggregate floor area of
            the Improvements on the Properties have been damaged, destroyed or
            rendered unusable as a result of a Casualty or (2) in the event the
            Net Proceeds are Condemnation Proceeds, less than ten percent (10%)
            of the land constituting the Properties is taken;

                  (C) The Operating Leases shall remain in full force and effect
            during and after the completion of the Restoration without abatement
            of rent beyond the time required for Restoration;

                  (D) Borrower shall commence the Restoration as soon as
            reasonably practicable (but, subject to Force Majeure, in no event
            later than sixty (60) days after such Casualty or Condemnation,
            whichever the case may be, occurs) and shall diligently pursue the
            same to satisfactory completion;

                  (E) Lender shall be satisfied that any operating deficits,
            including all scheduled payments of principal and interest under the
            Note, which will be incurred with respect to an Individual Property
            as a result of the occurrence of any such Casualty or Condemnation,
            whichever the case may be, will be covered out of the insurance
            coverage referred to in Section 8.1(a)(iii) above;

                  (F) Lender shall be satisfied that the Restoration will be
            completed on or before the earliest to occur of (1) six (6) months
            prior to the Maturity Date, (2) the earliest date required for such
            completion under the terms of any Leases or material agreements
            affecting the Individual Property, (3) such time as may be required
            under applicable zoning law, ordinance, rule or regulation, or (4)
            the expiration of the insurance coverage referred to in Section
            8.1(a)(iii);

                  (G) the Individual Property and the use thereof after the
            Restoration will be in compliance with and permitted under all Legal
            Requirements;

                  (H) the Restoration shall be done and completed by Borrower in
            an expeditious and diligent fashion and in compliance with all
            applicable Legal Requirements;

                                       77


                  (I) such Casualty or Condemnation, as applicable, does not
            result in the loss of access to the Individual Property or the
            Improvements;

                  (J) Borrower shall deliver, or cause to be delivered, to
            Lender a signed detailed budget approved in writing by Borrower's
            architect or engineer stating the entire cost of completing the
            Restoration, which budget shall be acceptable to Lender; and

                  (K) the Net Proceeds together with any cash or cash equivalent
            deposited by Borrower or Operating Lessee with Lender are sufficient
            in Lender's reasonable judgment to cover the cost of the
            Restoration.

            (ii) The Net Proceeds shall be held by Lender until disbursements
      commence, and, until disbursed in accordance with the provisions of this
      Section 8.4, shall constitute additional security for the Debt and other
      obligations under the Loan Documents. The Net Proceeds shall be held in an
      interest-bearing business savings account and interest shall be credited
      to Borrower, but such interest shall be held in such account. The Net
      Proceeds shall be disbursed by Lender to, or as directed by, Borrower from
      time to time during the course of the Restoration, upon receipt of
      evidence satisfactory to Lender that (A) all the conditions precedent to
      such advance, including those set forth in Section 8.4(b)(i), have been
      satisfied, (B) all materials installed and work and labor performed
      (except to the extent that they are to be paid for out of the requested
      disbursement) in connection with the related Restoration item have been
      paid for in full, and (C) there exist no notices of pendency, stop orders,
      mechanic's or materialman's liens or notices of intention to file same, or
      any other Liens or encumbrances of any nature whatsoever on the Individual
      Property which have not either been fully bonded to the satisfaction of
      Lender and discharged of record or in the alternative fully insured to the
      satisfaction of Lender by the title company issuing the Title Insurance
      Policy. Notwithstanding the foregoing, Insurance Proceeds from the
      Policies required to be maintained by Borrower pursuant to Section
      8.1(a)(iii) shall be controlled by Lender at all times, shall not be
      subject to the provisions of this Section 8.4 and shall be used solely for
      the payment of the obligations then due and payable under the Loan
      Documents and for the payment of Operating Expenses.

            (iii) All plans and specifications required in connection with the
      Restoration shall be subject to prior review and acceptance in all
      respects by Lender and by an independent consulting engineer selected by
      Lender (the "RESTORATION CONSULTANT"), which approval shall not be
      unreasonably withheld, delayed or conditioned. Lender shall have the use
      of the plans and specifications and all permits, licenses and approvals
      required or obtained in connection with the Restoration. The identity of
      the contractors, subcontractors and materialmen engaged in the
      Restoration, as well as the contracts in excess of $50,000 under which
      they have been engaged, shall be subject to prior review and acceptance by

                                       78


      Lender and the Restoration Consultant. All costs and expenses incurred by
      Lender in connection with making the Net Proceeds available for the
      Restoration, including, without limitation, reasonable counsel fees and
      disbursements and the Restoration Consultant's fees, shall be paid by
      Borrower.

            (iv) In no event shall Lender be obligated to make disbursements of
      the Net Proceeds in excess of an amount equal to the costs actually
      incurred from time to time for work in place as part of the Restoration,
      as certified by the Restoration Consultant, minus the Restoration
      Retainage. The term "RESTORATION RETAINAGE" shall mean an amount equal to
      ten percent (10%) of the costs actually incurred for work in place as part
      of the Restoration, as certified by the Restoration Consultant, until the
      Restoration has been completed. The Restoration Retainage shall be reduced
      to five percent (5%) of the costs incurred upon receipt by Lender of
      satisfactory evidence that fifty percent (50%) of the Restoration has been
      completed. The Restoration Retainage shall in no event, and
      notwithstanding anything to the contrary set forth above in this Section
      8.4(b), be less than the amount actually held back by Borrower from
      contractors, subcontractors and materialmen engaged in the Restoration.
      The Restoration Retainage shall not be released until the Restoration
      Consultant certifies to Lender that the Restoration has been completed in
      accordance with the provisions of this Section 8.4(b) and that all
      approvals necessary for the re-occupancy and use of the Individual
      Property have been obtained from all appropriate Governmental Authorities,
      and Lender receives evidence satisfactory to Lender that the costs of the
      Restoration have been paid in full or will be paid in full out of the
      Restoration Retainage; provided, however, that Lender will release the
      portion of the Restoration Retainage being held with respect to any
      contractor, subcontractor or materialman engaged in the Restoration as of
      the date upon which the Restoration Consultant certifies to Lender that
      the contractor, subcontractor or materialman has satisfactorily completed
      all work and has supplied all materials in accordance with the provisions
      of the contractor's, subcontractor's or materialman's contract, the
      contractor, subcontractor or materialman delivers the Lien waivers and
      evidence of payment in full of all sums due to the contractor,
      subcontractor or materialman as may be reasonably requested by Lender or
      by the title company issuing the Title Insurance Policy, and Lender
      receives an endorsement to the Title Insurance Policy insuring the
      continued priority of the Lien of the Mortgages and evidence of payment of
      any premium payable for such endorsement. If required by Lender, the
      release of any such portion of the Restoration Retainage shall be approved
      by the surety company, if any, which has issued a payment or performance
      bond with respect to the contractor, subcontractor or materialman.

            (v) Lender shall not be obligated to make disbursements of the Net
      Proceeds more frequently than once every calendar month.

            (vi) If at any time the Net Proceeds or the undisbursed balance
      thereof shall not, in the reasonable opinion of Lender in consultation
      with the Restoration Consultant, be sufficient to pay in full the balance
      of the costs which are estimated by the Restoration Consultant to be
      incurred in connection with the

                                       79


      completion of the Restoration, Borrower shall deposit the deficiency (the
      "NET PROCEEDS DEFICIENCY") with Lender before any further disbursement of
      the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with
      Lender shall be held by Lender and shall be disbursed for costs actually
      incurred in connection with the Restoration on the same conditions
      applicable to the disbursement of the Net Proceeds, and until so disbursed
      pursuant to this Section 8.4(b) shall constitute additional security for
      the Debt and other obligations under the Loan Documents.

            (vii) The excess, if any, of the Net Proceeds and the remaining
      balance, if any, of the Net Proceeds Deficiency deposited with Lender
      after the Restoration Consultant certifies to Lender that the Restoration
      has been completed in accordance with the provisions of this Section
      8.4(b), and the receipt by Lender of evidence satisfactory to Lender that
      all costs incurred in connection with the Restoration have been paid in
      full, shall be remitted by Lender to Borrower, provided no Event of
      Default shall have occurred and shall be continuing under the Note, this
      Agreement or any of the other Loan Documents.

      (c) All Net Proceeds not required (i) to be made available for the
Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant
to Section 8.4(b)(vii) may (x) be retained and applied by Lender toward the
payment of the Debt whether or not then due and payable in such order, priority
and proportions as Lender in its sole discretion shall deem proper, or, (y) at
the sole discretion of Lender, the same may be paid, either in whole or in part,
to Borrower for such purposes and upon such conditions as Lender shall
designate.

      (d) In the event of foreclosure of any Mortgage, or other transfer of
title to any Individual Property in extinguishment in whole or in part of the
Debt, all right, title and interest of Borrower in and to the Policies then in
force concerning such Individual Property and all proceeds payable thereunder
shall thereupon vest in the purchaser at such foreclosure, Lender or other
transferee in the event of such other transfer of title.

                            ARTICLE 9 - RESERVE FUNDS

      Section 9.1 Required Repairs

      (a) Borrower shall make the repairs and improvements to each Individual
Property set forth on Schedule I and as more particularly described in the
applicable Physical Conditions Report prepared in connection with the closing of
the Loan (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower
shall complete the Required Repairs in a good and workmanlike manner on or
before the date that is twelve (12) months from the date hereof or within such
other time frame for completion specifically set forth on Schedule I.

      Section 9.2 Replacements

      (a) On an ongoing basis throughout the term of the Loan, Borrower shall
make (or cause to be made) capital repairs, replacements and improvements
necessary to

                                       80


keep the each Individual Property in good order and repair and in a good
marketable condition or prevent deterioration of the such Individual Property,
including, but not limited to, those repairs, replacements and improvements more
particularly described in (i) the applicable Physical Conditions Report prepared
in connection with the closing of the Loan and (ii) Schedule II attached hereto
and made a part hereof (collectively, the "REPLACEMENTS"). Borrower shall
complete all Replacements in a good and workmanlike manner as soon as
commercially reasonable after commencing to make each such Replacement.

      (b) Borrower shall establish on the date hereof an Eligible Account with
Lender or Lender's agent as security for Borrower's obligations to cause
Replacements to be completed (the "REPLACEMENT RESERVE ACCOUNT") into which
Borrower shall deposit on the date hereof $600,000.00. Amounts so deposited
shall hereinafter be referred TO as "REPLACEMENT RESERVE FUNDS".

      Section 9.3 Groundwater Monitoring Reserve Funds.

      (a) Borrower shall perform all testing, monitoring and other work,
including without limitation, the creation of three (3) monitoring wells and six
(6) semi-annual reviews of such wells (the "GROUNDWATER MONITORING EVENTS") in
accordance with the Groundwater Management Plan at the Individual Property
located at 11410 West Colonial Drive, Ocoee, Florida.

      (b) Borrower shall establish on the date hereof an Eligible Account with
Lender or Lender's agent (the "GROUNDWATER MONITORING RESERVE ACCOUNT") into
which Borrower shall deposit on the date hereof cash in the amount of
$46,875.00. Amounts contained in the Groundwater Monitoring Reserve Account
shall hereinafter be referred to as the "GROUNDWATER MONITORING RESERVE FUNDS."

      (c) Upon (i) written request from Borrower and (ii) receipt by Lender of
(1) a certification from ATC that the Groundwater Management Plan has been fully
implemented and (2) evidence that the cost of all contracted labor or other
services applicable to each Groundwater Monitoring Event have been paid in full,
Lender shall disburse the Groundwater Monitoring Reserve Funds to Borrower.
Lender's disbursement of Groundwater Monitoring Reserve Funds or other
acknowledgment of completion of any Groundwater Monitoring Events shall not be
deemed a certification or warranty by Lender to any Person that the Groundwater
Monitoring Events has been completed in accordance with Legal Requirements.

      Section 9.4 Required Work

      Borrower shall diligently pursue all Required Repairs and Replacements
(collectively, the "REQUIRED WORK") to completion in accordance with the
following requirements:

      (a) Lender reserves the right, at its option, to approve all contracts or
work orders with materialmen, mechanics, suppliers, subcontractors, contractors
or other parties providing labor or materials in connection with the Required
Work to the extent

                                       81


such contracts or work orders exceed the Threshold Amount. Upon Lender's
request, Borrower shall assign any contract or subcontract to Lender.

      (b) In the event Lender determines in its reasonable discretion that any
Required Work is not being or has not been performed in a workmanlike or timely
manner, Lender shall have the option to proceed under existing contracts or to
contract with third parties to complete such Required Work and to apply the
Replacement Reserve Funds, as applicable, toward the labor and materials
necessary to complete such Required Work, without providing any prior notice to
Borrower and to exercise any and all other remedies available to Lender upon an
Event of Default hereunder.

      (c) In order to facilitate Lender's completion of the Required Work,
Borrower grants Lender, subject to the rights of Operating Lessee, the right to
enter onto the Properties and perform any and all work and labor necessary to
complete the Required Work and/or employ watchmen to protect the Properties from
damage. All sums so expended by Lender, to the extent not from the Reserve
Funds, shall be deemed to have been advanced under the Loan to Borrower and
secured by the Mortgages. For this purpose Borrower constitutes and appoints
Lender its true and lawful attorney-in-fact with full power of substitution to
complete or undertake the Required Work in the name of Borrower upon Borrower's
failure to do so in a workmanlike and timely manner. Such power of attorney
shall be deemed to be a power coupled with an interest and cannot be revoked.
Borrower empowers said attorney-in-fact as follows: (i) to use any of the
Reserve Funds for the purpose of making or completing the Required Work; (ii) to
make such additions, changes and corrections to the Required Work as shall be
necessary or desirable to complete the Required Work; (iii) to employ such
contractors, subcontractors, agents, architects and inspectors as shall be
required for such purposes; (iv) to pay, settle or compromise all existing bills
and claims which are or may become Liens against any Individual Property, or as
may be necessary or desirable for the completion of the Required Work, or for
clearance of title; (v) to execute all applications and certificates in the name
of Borrower which may be required by any of the contract documents; (vi) to
prosecute and defend all actions or proceedings in connection with the
Properties or the rehabilitation and repair of the Properties; and (vii) to do
any and every act which Borrower might do on its own behalf to fulfill the terms
of this Agreement.

      (d) Nothing in this Section 9.4 shall: (i) make Lender responsible for
making or completing the Required Work; (ii) require Lender to expend funds in
addition to the Reserve Funds to make or complete any Required Work; (iii)
obligate Lender to proceed with the Required Work; or (iv) obligate Lender to
demand from Borrower additional sums to make or complete any Required Work.

      (e) Borrower shall permit Lender and Lender's agents and representatives
(including, without limitation, Lender's engineer, architect, or inspector) or
third parties performing Required Work pursuant to this Section 9.4 to enter
onto the Properties during normal business hours (subject to the rights of
tenants under their Leases) to inspect the progress of any Required Work and all
materials being used in connection therewith, to examine all plans and shop
drawings relating to such Required Work which are or may be kept at the
Properties, and to complete any Required Work made pursuant

                                       82


to this Section 9.4. Borrower shall cause all contractors and subcontractors to
cooperate with Lender and Lender's representatives or such other persons
described above in connection with inspections described in this Section 9.4 or
the completion of Required Work pursuant to this Section 9.4.

      (f) Lender may, to the extent any Required Work would reasonably require
an inspection of the Properties, inspect the Properties at Borrower's expense in
order to verify completion of the Required Work for which reimbursement is
sought. Borrower shall pay Lender a reasonable inspection fee not exceeding
$1,000 for each such inspection. Lender may require that such inspection be
conducted by an appropriate independent qualified professional selected by
Lender and/or may require a copy of a certificate of completion by an
independent qualified professional acceptable to Lender. Borrower shall pay the
expense of the inspection as required hereunder, whether such inspection is
conducted by Lender or by an independent qualified professional.

      (g) The Required Work and all materials, equipment, fixtures, or any other
item comprising a part of any Required Work shall be constructed, installed or
completed, as applicable, free and clear of all mechanic's, materialman's or
other Liens (except for Permitted Encumbrances).

      (h) Intentionally Omitted.

      (i) All Required Work shall comply with all Legal Requirements and
applicable insurance requirements including, without limitation, applicable
building codes, special use permits, environmental regulations, and requirements
of insurance underwriters.

      (j) Borrower hereby assigns to Lender all rights and claims Borrower may
have against all Persons supplying labor or materials in connection with the
Required Work; provided, however, that Lender may not pursue any such rights or
claims unless an Event of Default has occurred and remains uncured and Lender
grants to Borrower a revocable license with respect to all such Persons
supplying labor or materials in connection with the Required Work.

      Section 9.5 Release of Reserve Funds

      (a) Borrower shall have no right to receive any disbursements or
reimbursements from the Replacement Reserve Account; provided, however, upon the
payment in full of the Debt, all amounts remaining on deposit, if any, in the
Replacement Reserve Account shall be returned to Borrower or the Person shown on
Lender's records as being the owner of the Properties and no other party shall
have any right or claim thereto.

      Section 9.6 Tax and Insurance Reserve Funds

      Borrower shall establish on the date hereof an Eligible Account with
Lender or Lender's agent sufficient to discharge Borrower's obligations for the
payment of Taxes and Insurance Premiums pursuant to Section 5.4 and Section 8.1
hereof (the "TAX AND

                                       83


INSURANCE RESERVE ACCOUNT") into which Borrower shall deposit on the date hereof
$840,739.17, which amount, when added to the required monthly deposits set forth
in the next sentence, is sufficient to make the payments of Taxes and Insurance
Premiums as required herein. Borrower shall deposit into the Tax and Insurance
Reserve Account on each Scheduled Payment Date (a) one-twelfth of the Taxes that
Lender estimates will be payable during the next ensuing twelve (12) months or
such higher amount necessary to accumulate with Lender sufficient funds to pay
all such Taxes at least thirty (30) days prior to the earlier of (i) the date
that the same will become delinquent and (ii) the date that additional charges
or interest will accrue due to the non-payment thereof, and (b) except to the
extent Lender has waived the insurance escrow because the insurance required
hereunder is maintained under a blanket insurance Policy acceptable to Lender in
accordance with Section 8.1(c), one-twelfth of the Insurance Premiums that
Lender estimates will be payable during the next ensuing twelve (12) months for
the renewal of the coverage afforded by the Policies upon the expiration thereof
or such higher amount necessary to accumulate with Lender sufficient funds to
pay all such Insurance Premiums at least thirty (30) days prior to the
expiration of the Policies (said amounts in (a) and (b) above hereinafter called
the "TAX AND INSURANCE RESERVE FUNDS"). Lender will apply the Tax and Insurance
Reserve Funds to (a) payments of Taxes and Insurance Premiums required to be
made by Borrower pursuant to Section 5.4 and Section 8.1 hereof or (b) upon
delivery to Lender of evidence of the prior payment of such Taxes and/or
Insurance Premiums, to reimburse Borrower (or such other Person designated by
Borrower) for any such payments made by Borrower (or such other Person) from its
own funds. In making any disbursement from the Tax and Insurance Reserve
Account, Lender may do so according to any bill, statement or estimate procured
from the appropriate public office or tax lien service (with respect to Taxes)
or insurer or agent (with respect to Insurance Premiums), without inquiry into
the accuracy of such bill, statement or estimate or into the validity of any
tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the
amount of the Tax and Insurance Reserve Funds shall exceed the amounts due for
Taxes and Insurance Premiums pursuant to Section 5.4 and Section 8.1 hereof,
Lender shall, in its sole discretion, return any excess to Borrower or credit
such excess against future payments to be made to the Tax and Insurance Reserve
Account, In allocating any such excess, Lender may deal with the person shown on
Lender's records as being the owner of the Properties. Any amount remaining in
the Tax and Insurance Reserve Account after the Debt has been paid in full shall
be returned to Borrower or the person shown on Lender's records as being the
owner of the Properties and no other party shall have any right or claim
thereto. If at any time Lender reasonably determines that the Tax and Insurance
Reserve Funds are not or will not be sufficient to pay Taxes and Insurance
Premiums by the dates set forth in (a) and (b) above, Lender shall notify
Borrower of such determination and Borrower shall pay to Lender any amount
necessary to make up the deficiency within ten (10) days after notice from
Lender to Borrower requesting payment thereof.

      Section 9.7 Required DSCR Reserve.

      (a) Borrower shall establish on the date hereof an Eligible Account with
Lender or Lender's agent (the "REQUIRED DSCR RESERVE ACCOUNT") into which
Borrower shall deposit on the date hereof the amount of $30,000,000.00 to be
held in

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escrow as additional security for the Loan. Amounts so deposited shall
hereinafter be referred to as the "REQUIRED DSCR RESERVE FUNDS".

      (b) Provided no Event of Default has occurred and is continuing under this
Agreement and the other Loan Documents, commencing on November 1, 2004, upon
written request from Borrower (not to exceed two (2) times per calendar year),
Lender shall disburse to Borrower any sums from the Required DSCR Reserve
Account which Lender determines are in excess of those amounts (factoring in all
accrued and unpaid interest on the amount prepaid and any additional costs, if
any, as a result of such prepayment ) that if used to prepay the Loan would the
result in a Required DSCR Operations Debt Service Coverage Ratio of not less
than 1.60:1.00 assuming a loan constant equal to nine and one-quarter percent
(9.25%) based on the immediately preceding twelve (12) month period.

      Section 9.8 Reserve Account Balances.

      (a) Upon payment in full of the Debt, all amounts remaining on deposit, if
any, in the Reserve Accounts shall be remitted by Lender to Borrower and, in
either case, no other party shall have any right or claim thereto.

      Section 9.9 Reserve Funds Generally

      (a) Other than as provided in Section 9.9(b) below, neither Lender nor any
loan servicer that at any time holds or maintains the Reserve Accounts shall
have any obligation to keep or maintain such Reserve Accounts or any funds
deposited therein in interest-bearing accounts. Other than as provided in
Section 9.9(b) below, if Lender or any such loan servicer elects in its sole and
absolute discretion to keep or maintain any Reserve Account or any funds
deposited therein in an interest-bearing account, (i) such funds shall not be
invested except in Permitted Investments, and (ii) all interest earned or
accrued thereon shall be for the account of and be retained by Lender or such
loan servicer.

      (b) Funds deposited in the Replacement Reserve Account and the Required
DSCR Reserve Account shall be held in an interest-bearing business savings
account and interest shall be credited to Borrower, but such interest shall be
held in the applicable Account; provided, however, Borrower and Lender hereby
authorize and direct Agent to distribute on the first Payment Date of each
calendar year all income earned on the Required DSCR Reserve Funds (1) into the
Cash Management Account or (2) as otherwise directed by Borrower in order to
comply with Legal Requirements relating to security deposits; provided, however,
Agent shall not distribute any such income for so long as an Event of Default
exists. In no event shall Lender or any loan servicer that at any time holds or
maintains the Replacement Reserve Account and/or the Required DSCR Reserve
Account be required to select any particular interest-bearing account or the
account that yields the highest rate of interest, provided that selection of the
account shall be consistent with the general standards at the time being
utilized by Lender or the loan servicer, as applicable, in establishing similar
accounts for loans of comparable type. All such interest shall be and become
part of the Replacement Reserve Account or,

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except as provided above, the Required DSCR Reserve Account; provided, however,
that Lender may, at its election, retain any such interest for its own account
during the occurrence and continuance of an Event of Default. Borrower agrees
that it shall include all interest on Replacement Reserve Funds and Required
DSCR Reserve Account as the income of Borrower (and, if Borrower is a
partnership or other pass-through entity, the partners, members or beneficiaries
of Borrower, as the case may be), and shall be the owner of the Replacement
Reserve Funds and Required DSCR Reserve Funds for federal and applicable state
and local tax purposes, except to the extent that Lender retains any interest
for its own account during the occurrence and continuance of an Event of Default
as provided herein.

      (c) Borrower grants to Lender a first-priority perfected security interest
in, and assigns and pledges to Lender, each of the Reserve Accounts and any and
all Reserve Funds now or hereafter deposited in the Reserve Accounts as
additional security for payment of the Debt. Until expended or applied in
accordance herewith, the Reserve Accounts and the Reserve Funds shall constitute
additional security for the Debt. The provisions of this Section 9.9 are
intended to give Lender or any subsequent holder of the Loan "control" of the
Reserve Accounts within the meaning of the UCC.

      (d) The Reserve Accounts and any and all Reserve Funds now or hereafter
deposited in the Reserve Accounts shall be subject to the exclusive dominion and
control of Lender, which shall hold the Reserve Accounts and any or all Reserve
Funds now or hereafter deposited in the Reserve Accounts subject to the terms
and conditions of this Agreement. Borrower shall have no right of withdrawal
from the Reserve Accounts or any other right or power with respect to the
Reserve Accounts or any or all of the Reserve Funds now or hereafter deposited
in the Reserve Accounts, except as expressly provided in this Agreement.

      (e) Lender shall furnish or cause to be furnished to Borrower, without
charge, an annual accounting of each Reserve Account in the normal format of
Lender or its loan servicer, showing credits and debits to such Reserve Account
and the purpose for which each debit to each Reserve Account was made.

      (f) As long as no Event of Default has occurred and is continuing, Lender
shall make disbursements from the Reserve Accounts in accordance with this
Agreement. All such disbursements shall be deemed to have been expressly
pre-authorized by Borrower, and shall not be deemed to constitute the exercise
by Lender of any remedies against Borrower unless an Event of Default has
occurred and is continuing and Lender has expressly stated in writing its intent
to proceed to exercise its remedies as a secured party, pledgee or lienholder
with respect to the Reserve Accounts.

      (g) If any Event of Default occurs, Borrower shall immediately lose all of
its rights to receive disbursements from the Reserve Accounts until the earlier
to occur of (i) the date on which such Event of Default is cured to Lender's
satisfaction, or (ii) the payment in full of the Debt. Upon the occurrence of
any Event of Default, Lender may exercise any or all of its rights and remedies
as a secured party, pledgee and lienholder with respect to the Reserve Accounts.
Without limitation of the foregoing, upon any

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Event of Default, Lender may use and disburse the Reserve Funds (or any portion
thereof) for any of the following purposes: (A) repayment of the Debt,
including, but not limited to, principal prepayments and the prepayment premium
applicable to such full or partial prepayment (as applicable); (B) reimbursement
of Lender for all losses, fees, costs and expenses (including, without
limitation, reasonable legal fees) suffered or incurred by Lender as a result of
such Event of Default; (C) payment of any amount expended in exercising any or
all rights and remedies available to Lender at law or in equity or under this
Agreement or under any of the other Loan Documents; (D) payment of any item from
any of the Reserve Accounts as required or permitted under this Agreement; or
(E) any other purpose permitted by applicable law; provided, however, that any
such application of funds shall not cure or be deemed to cure any Event of
Default. Without limiting any other provisions hereof, each of the remedial
actions described in the immediately preceding sentence shall be deemed to be a
commercially reasonable exercise of Lender's rights and remedies as a secured
party with respect to the Reserve Funds and shall not in any event be deemed to
constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in
this Agreement shall obligate Lender to apply all or any portion of the Reserve
Funds to effect a cure of any Event of Default, or to pay the Debt, or in any
specific order of priority. The exercise of any or all of Lender's rights and
remedies under this Agreement or under any of the other Loan Documents shall not
in any way prejudice or affect Lender's right to initiate and complete a
foreclosure under the Mortgages.

      (h) The Reserve Funds shall not constitute escrow or trust funds and may
be commingled with other monies held by Lender. Notwithstanding anything else
herein to the contrary, Lender may commingle in one or more Eligible Accounts
any and all funds controlled by Lender, including, without limitation, funds
pledged in favor of Lender by other borrowers, whether for the same purposes as
the Reserve Accounts or otherwise. Without limiting any other provisions of this
Agreement or any other Loan Document, the Reserve Accounts may be established
and held in such name or names as Lender or its loan servicer, as agent for
Lender, shall deem appropriate, including, without limitation, in the name of
Lender or such loan servicer as agent for Lender. In the case of any Reserve
Account which is held in a commingled account, Lender or its loan servicer, as
applicable, shall maintain records sufficient to enable it to determine at all
times which portion of such account is related to the Loan. The Reserve Accounts
are solely for the protection of Lender. With respect to the Reserve Accounts,
Lender shall have no responsibility beyond the allowance of due credit for the
sums actually received by Lender or beyond the reimbursement or payment of the
costs and expenses for which such accounts were established in accordance with
their terms. Upon assignment of the Loan by Lender, any Reserve Funds shall be
turned over to the assignee and any responsibility of Lender as assignor shall
terminate. The requirements of this Agreement concerning Reserve Accounts in no
way supersede, limit or waive any other rights or obligations of the parties
under any of the Loan Documents or under applicable law.

      (i) Borrower shall not, without obtaining the prior written consent of
Lender, further pledge, assign or grant any security interest in the Reserve
Accounts or the Reserve Funds deposited therein or permit any Lien to attach
thereto, except for the security interest granted in this Section 9.9, or any
levy to be made thereon, or any UCC

                                       87


Financing Statements, except those naming Lender as the secured party, to be
filed with respect thereto.

      (j) Borrower will maintain the security interest created by this Section
9.9 as a first priority perfected security interest and will defend the right,
title and interest of Lender in and to the Reserve Accounts and the Reserve
Funds against the claims and demands of all Persons whomsoever. At any time and
from time to time, upon the written request of Lender, and at the sole expense
of Borrower, Borrower will promptly and duly execute and deliver such further
instruments and documents and will take such further actions as Lender
reasonably may request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted.

                          ARTICLE 10 - CASH MANAGEMENT

      Section 10.1 Cash Management Agreement

      On or prior to the Closing Date, Borrower, Manager, Lender and Agent shall
enter into the Cash Management Agreement for the operation of the Lockbox
Account and the subaccounts for the Reserve Funds.

                    ARTICLE 11 - EVENTS OF DEFAULT; REMEDIES

      Section 11.1 Event of Default

      The occurrence of any one or more of the following events shall constitute
an "EVENT OF DEFAULT":

      (a) if any portion of the Debt is not paid prior to the date the same is
due or if the entire Debt is not paid on or before the Maturity Date; provided,
however, Borrower shall not be in default so long as there is sufficient money
in the Lockbox Account for payment of all amounts then due and payable
(including any deposits into Reserve Accounts) and Lender's access to such money
has not been constrained or constricted in any manner;

      (b) except as otherwise expressly provided in the Loan Documents, if any
of the Taxes or Other Charges are not paid when the same are due and payable,
unless there is sufficient money in the Tax and Insurance Reserve Account for
payment of amounts then due and payable and Lender's access to such money has
not been constrained or restricted in any manner;

      (c) if the Policies are not kept in full force and effect, or if certified
copies or certificates of the Policies are not delivered to Lender as provided
in Section 8.1;

      (d) if Borrower breaches any covenant with respect to itself or any SPE
Component Entity (if any) contained in Article 6 or any covenant contained in
Article 7 hereof;

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      (e) if any representation or warranty of, or with respect to, Borrower,
Borrower Principal, any SPE Component Entity, or any member, general partner,
principal or beneficial owner of any of the foregoing, made herein, in any other
Loan Document, or in any certificate, report, financial statement or other
instrument or document furnished to Lender at the time of the closing of the
Loan or during the term of the Loan shall have been false or misleading in any
material respect when made;

      (f) if (i) Borrower, or any managing member or general partner of
Borrower, Borrower Principal or any SPE Component Entity (if any) shall commence
any case, proceeding or other action (A) under any Creditors Rights Laws,
seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or Borrower,
any managing member or general partner of Borrower, Borrower Principal or any
SPE Component Entity (if any) shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against Borrower, any managing
member or general partner of Borrower, Borrower Principal or any SPE Component
Entity (if any), any case, proceeding or other action of a nature referred to in
clause (i) above which (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of sixty (60) days; or (iii) there shall be commenced
against Borrower, any managing member or general partner of Borrower, Borrower
Principal or any SPE Component Entity (if any), any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets which results
in the entry of any order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within sixty (60) days from the
entry thereof; or (iv) Borrower, any managing member or general partner of
Borrower, Borrower Principal or any SPE Component Entity (if any) shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) Borrower, any managing member or general partner of Borrower, Borrower
Principal or any SPE Component Entity (if any) shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as they
become due;

      (g) if Borrower shall be in default beyond applicable notice and grace
periods under any other mortgage, deed of trust, deed to secure debt or other
security agreement covering any part of any Individual Property, whether it be
superior or junior in Lien to any Mortgage;

      (h) if any Individual Property becomes subject to any mechanic's,
materialman's or other Lien other than a Lien for any Taxes or Other Charges not
then due and payable and the Lien shall remain undischarged of record (by
payment, bonding or otherwise) for a period of thirty (30) days;

      (i) if any federal tax lien is filed against Borrower, any member or
general partner of Borrower, Borrower Principal, any SPE Component Entity (if
any), Operating Lessee or Operating Lessee Principal or any Individual Property
and same is not discharged of record within sixty (60) days after same is filed;

                                       89


      (j) if a final, non-appealable judgment is filed against the Borrower in
excess of $200,000 which is not vacated or discharged within one hundred twenty
(120) days;

      (k) if any default occurs under the Subordination Agreement, and such
default continues after the expiration of applicable grace periods, if any,
provided that if Borrower or Operating Lessee shall have commenced to cure such
default and thereafter diligently and expeditiously proceeds to cure the same,
Borrower or Operating Lessee shall have such time as it shall require in the
exercise of Borrower's or Operating Lessee's due diligence to cure such default,
it being agreed that no such extension shall be for a period in excess of one
hundred eighty (180) days (the "SUBORDINATION AGREEMENT INITIAL CURE DATE");
provided further that, after the Subordination Agreement Initial Cure Date, if
Borrower or Operating Lessee has deposited with Lender cash sufficient to pay
Debt Service and all other sums due under the Loan for the immediately
succeeding three (3) month period (beginning on the Subordination Agreement
Initial Cure Date) (the "SUBORDINATION AGREEMENT DEFAULT DEPOSIT") and at all
times maintains the Subordination Agreement Default Deposit with Lender,
Borrower or Operating Lessee shall have such time as it shall require in good
faith to (I) cure such default or (II) enter into a replacement operating lease
and documentation related thereto with a Borrower Qualified Subsidiary or
another operating lessee reasonably acceptable to Lender, which replacement
operating lease and documentation shall be in form, scope and fashion acceptable
to Lender. In the event Lender has extended the Subordination Agreement Initial
Cure Date as provided herein, Lender shall on each Scheduled Payment Date,
withdraw one-third (1/3) of the Subordination Agreement Default Deposit and
apply the same towards Debt Service and such other sums then due under the Loan;

      (l) Intentionally Omitted;

      (m) Intentionally Omitted;

      (n) if Borrower shall permit any event within its control to occur that
would cause any REA to terminate without notice or action by any party thereto
or would entitle any party to terminate any REA and the term thereof by giving
notice to Borrower; or any REA shall be surrendered, terminated or canceled for
any reason or under any circumstance whatsoever except as provided for in such
REA; or any term of any REA shall be modified or supplemented without Lender's
prior written consent; or Borrower shall fail, within ten (10) Business Days
after demand by Lender, to exercise its option to renew or extend the term of
any REA or shall fail or neglect to pursue diligently all actions necessary to
exercise such renewal rights pursuant to such REA except as provided for in such
REA, if Lender determines that such failure would have a material adverse effect
on Borrower's and/or Operating Lessee's financial condition, the value of the
related Individual Property or the Operating Income of the applicable Individual
Property;

      (o) there shall occur any default under the Operating Lease, in the
observance or performance of any term, covenant or condition of the Operating
Lease to be observed or performed and said default is not cured following the
expiration of any applicable grace and notice periods therein provided, or if
the leasehold estates created by the

                                       90


Operating Lease shall be surrendered or if the Operating Lease shall cease to be
in full force and effect or the Operating Lease shall be terminated or canceled
for any reason or under any circumstances whatsoever, or if any of the terms,
covenants or conditions of the Operating Lease shall in any manner be modified,
changed, supplemented, altered, or amended without the consent of Lender;
provided that if Borrower or Operating Lessee shall have commenced to cure such
default and thereafter diligently and expeditiously proceeds to cure the same,
Borrower and Operating Lessee shall have such time as it shall require in the
exercise of Borrower and Operating Lessee's due diligence to cure such default,
it being agreed that no such extension shall be for a period in excess of one
hundred eighty (180) days (the "INITIAL CURE DATE"); provided that, after the
Initial Cure Date, if Borrower or Operating Lessee has deposited with Lender
cash sufficient to pay Debt Service and all other sums due under the Loan for
the immediately succeeding three (3) month period (beginning on the period
immediately succeeding the Initial Cure Date) (the "OPERATING LEASE DEFAULT
DEPOSIT") and at all times maintains the Operating Lease Default Deposit with
Lender, Borrower or Operating Lessee shall have such time as it shall require in
good faith to (I) cure such default or (II) enter into a replacement operating
lease and documentation related thereto with a Borrower Qualified Subsidiary or
another operating lessee reasonably acceptable to Lender, which replacement
operating lease and documentation shall be in form, scope and fashion acceptable
to Lender. In the event Lender has extended the Initial Cure Date as provided
herein, Lender shall on each Scheduled Payment Date, withdraw one-third (1/3) of
the Operating Lease Default Deposit and apply the same towards Debt Service and
such other sums then due under the Loan; or

      (p) if Borrower shall continue to be in default under any other term,
covenant or condition of this Agreement or any of the Loan Documents for more
than ten (10) days after notice from Lender in the case of any default which can
be cured by the payment of a sum of money or for thirty (30) days after notice
from Lender in the case of any other default, provided that if such default
cannot reasonably be cured within such thirty (30) day period and Borrower shall
have commenced to cure such default within such thirty (30) day period and
thereafter diligently and expeditiously proceeds to cure the same, such thirty
(30) day period shall be extended for so long as it shall require Borrower in
the exercise of due diligence to cure such default, it being agreed that,
subject to Force Majeure no such extension shall be for a period in excess of
one hundred five (105) days except in the case of any on-going remediation or
monitoring of an Environmental Violation which is being cured in compliance with
Paragraph 10 of the Operating Lease, in which case the applicable cure period
shall not exceed one hundred eighty (180) days.

      Section 11.2 Remedies

      (a) Upon the occurrence of an Event of Default (other than an Event of
Default described in Section 11.1(f) above) and at any time thereafter Lender
may, in addition to any other rights or remedies available to it pursuant to
this Agreement and the other Loan Documents or at law or in equity, take such
action, without notice or demand, that Lender deems advisable to protect and
enforce its rights against Borrower and in the Properties, including, without
limitation, declaring the Debt to be immediately due and payable, and Lender may
enforce or avail itself of any or all rights or remedies provided

                                       91


in the Loan Documents against Borrower and the Properties, including, without
limitation, all rights or remedies available at law or in equity; and upon any
Event of Default described in Section 11.1(f) above, the Debt and all other
obligations of Borrower hereunder and under the other Loan Documents shall
immediately and automatically become due and payable, without notice or demand,
and Borrower hereby expressly waives any such notice or demand, anything
contained herein or in any other Loan Document to the contrary notwithstanding.

      (b) Upon the occurrence of an Event of Default, all or any one or more of
the rights, powers, privileges and other remedies available to Lender against
Borrower under this Agreement or any of the other Loan Documents executed and
delivered by, or applicable to, Borrower or at law or in equity may be exercised
by Lender at any time and from time to time, whether or not all or any of the
Debt shall be declared due and payable, and whether or not Lender shall have
commenced any foreclosure proceeding or other action for the enforcement of its
rights and remedies under any of the Loan Documents with respect to the
Properties. Any such actions taken by Lender shall be cumulative and concurrent
and may be pursued independently, singularly, successively, together or
otherwise, at such time and in such order as Lender may determine in its sole
discretion, to the fullest extent permitted by law, without impairing or
otherwise affecting the other rights and remedies of Lender permitted by law,
equity or contract or as set forth herein or in the other Loan Documents.

                      ARTICLE 12 - ENVIRONMENTAL PROVISIONS

      Section 12.1 Environmental Representations and Warranties

      Borrower represents and warrants, except as expressly disclosed in the
Environmental Report of each Individual Property, as applicable, and to the best
of Borrower's knowledge, that: (a) there arc no Hazardous Materials or
underground storage tanks in, on, or under any Individual Property, except those
that are both (i) in compliance with Environmental Laws and with permits issued
pursuant thereto (if such permits are required), if any, and (ii) either (A) in
the case of Hazardous Materials, in amounts not in excess of that necessary to
operate such Individual Property for the purposes set forth herein or (B) fully
disclosed to Lender in writing pursuant to an Environmental Report; (b) there
are no past, present or threatened Releases of Hazardous Materials in violation
of any Environmental Law or which would require remediation by a Governmental
Authority in, on, under or from any Individual Property except as described in
the Environmental Report; (c) Borrower does not have any actual knowledge of,
and has not received, any written or oral notice or other communication from any
Person relating to Hazardous Materials in, on, under or from any Individual
Property; and (d) Borrower has truthfully and fully provided to Lender, in
writing, any and all information relating to environmental conditions in, on,
under or from the Properties known to Borrower or contained in Borrower's files
and records, including but not limited to any reports relating to Hazardous
Materials in, on, under or migrating to or from the Properties and/or to the
environmental condition of the Properties.

                                       92


      Section 12.2 Environmental Covenants

      Borrower covenants and agrees that so long as Borrower owns, manages, is
in possession of, or otherwise controls the operation of any Individual
Property, subject to the rights of Operating Lessee pursuant to the Operating
Lease: (a) all uses and operations on or of the Properties, whether by Borrower
or any other Person, shall be in material compliance with all Environmental Laws
and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous
Materials in, on, under or from the Properties except in full compliance with
Environmental Laws; (c) there shall be no Hazardous Materials in, on, or under
the Properties, except those that are both (i) in compliance with all
Environmental Laws and with permits issued pursuant thereto, if and to the
extent required, and (ii) (A) in amounts not in excess of that necessary to
operate the applicable Individual Property for the purposes set forth herein or
(B) disclosed to Lender in the Environmental Reports; (d) Borrower shall keep
the Properties free and clear of all Environmental Liens; (e) Borrower shall, at
its sole cost and expense, fully and expeditiously cooperate in all activities
pursuant to Section 12.4 below, including but not limited to providing all
relevant information and making knowledgeable persons available for interviews;
(f) Borrower shall, at its sole cost and expense, perform (or cause to be
performed) any environmental site assessment or other investigation of
environmental conditions in connection with the Properties, pursuant to any
reasonable written request of Lender, upon Lender's reasonable belief that an
Individual Property is not in full compliance with all Environmental Laws, and
share with Lender the reports and other results thereof, and Lender and other
Indemnified Parties shall be entitled to rely on such reports and other results
thereof; (g) Borrower shall, at its sole cost and expense, comply with all
reasonable written requests of Lender to (i) reasonably effectuate remediation
of any Hazardous Materials in, on, under or from the Properties, to the extent
the same violates any Environmental Law; and (ii) comply with any Environmental
Law; (h) Borrower shall not allow any tenant or other user of any Individual
Property to violate any Environmental Law; and (i) except as expressly disclosed
in the applicable Environmental Report, Borrower shall promptly notify Lender in
writing after it has become aware of (A) any presence or Release or threatened
Release of Hazardous Materials in, on, under, from or migrating towards the
Properties; (B) any non-compliance with any Environmental Laws related in any
way to the Properties; (C) any actual or potential Environmental Lien against
any Individual Property; (D) any required or proposed remediation of
environmental conditions relating to any Individual Property; and (E) any
written or oral notice or other communication of which Borrower becomes aware
from any source whatsoever (including but not limited to a Governmental
Authority) relating in any way to Hazardous Materials.

      Section 12.3 Lender's Rights

      Lender and any other Person designated by Lender, including but not
limited to any representative of a Governmental Authority, and any environmental
consultant, and any receiver appointed by any court of competent jurisdiction,
shall have the right, but not the obligation, to enter upon the Properties at
all reasonable times to assess any and all aspects of the environmental
condition of the Properties and its use, including but not limited to conducting
any environmental assessment or audit (the scope of which shall be

                                       93

determined in Lender's sole discretion) and taking samples of soil, groundwater
or other water, air, or building materials, and conducting other invasive
testing. Borrower shall cooperate with and provide reasonable access to Lender
and any such person or entity designated by Lender.

      Section 12.4 Operations and Maintenance Programs

      Borrower shall comply, or cause Operating Lessee to comply, with the
operations and maintenance programs previously delivered to Lender with respect
to the O&M Properties.

      Section 12.5 Environmental Definitions

      "ENVIRONMENTAL LAW" means any present and future federal, state and local
laws, statutes, ordinances, rules, regulations, standards, policies and other
government directives or requirements, as well as common law, including but not
limited to the Comprehensive Environmental Response, Compensation and Liability
Act and the Resource Conservation and Recovery Act, that apply to Borrower or
any Individual Property and relate to Hazardous Materials or protection of human
health or the environment. "ENVIRONMENTAL LIENS" means all Liens and other
encumbrances imposed pursuant to any Environmental Law, whether due to any act
or omission of Borrower or any other Person. "ENVIRONMENTAL REPORT" means the
written reports resulting from the environmental site assessments of any
Individual Property delivered to Lender in connection with the Loan. "HAZARDOUS
MATERIALS" shall mean petroleum and petroleum products and compounds containing
them, including gasoline, diesel fuel and oil; explosives, flammable materials;
regulated radioactive materials; polychlorinated biphenyls and compounds
containing them; lead and lead-based paint; asbestos or asbestos-containing
materials in any form that is or could become friable; underground or
above-ground storage tanks, whether empty or containing any substance; any
substance the presence of which on any Individual Property is prohibited by any
federal, state or local authority; any substance that requires special handling;
and any other material or substance now or in the future defined as a "hazardous
substance," "hazardous material", "hazardous waste", "toxic substance", "toxic
pollutant", "contaminant", or "pollutant" within the meaning of any
Environmental Law. "RELEASE" of any Hazardous Materials includes but is not
limited to any release, deposit, discharge, emission, leaking, spilling,
seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping,
disposing or other movement of Hazardous Materials.

      Section 12.6 Indemnification

      (a) Borrower and Borrower Principal covenant and agree at their sole cost
and expense, to protect, defend, indemnify, release and hold Indemnified Parties
harmless from and against any and all Losses imposed upon or incurred by or
asserted against any Indemnified Parties and directly or indirectly arising out
of or in any way relating to any one or more of the following: (i) any presence
of any Hazardous Materials in, on, above, or under any Individual Property, (ii)
any past, present or threatened Release of Hazardous Materials in, on, above,
under or from any Individual Property; (iii) any

                                       94


activity by Borrower, any Person affiliated with Borrower, and any Tenant or
other user of an Individual Property in connection with any actual, proposed or
threatened use, treatment, storage, holding, existence, disposition or other
Release, generation, production, manufacturing, processing, refining, control,
management, abatement, removal, handling, transfer or transportation to or from
an Individual Property of any Hazardous Materials at any time located in, under,
on or above an Individual Property or any actual or proposed remediation of any
Hazardous Materials at any time located in, under, on or above an Individual
Property, whether or not such remediation is voluntary or pursuant to court or
administrative order, including but not limited to any removal, remedial or
corrective action; (iv) any past, present or threatened non-compliance or
violations of any Environmental Laws (or permits issued pursuant to any
Environmental Law) in connection with any Individual Property or operations
thereon, including but not limited to any failure by Borrower, any person or
entity affiliated with Borrower, and any tenant or other user of any Individual
Property to comply with any order of any Governmental Authority in connection
with any Environmental Laws; (v) the imposition, recording or filing or the
threatened imposition, recording or filing of any Environmental Lien encumbering
any Individual Property; (vi) any acts of Borrower, any person or entity
affiliated with Borrower, and any tenant or other user of any Individual
Property in (A) arranging for disposal or treatment, or arranging with a
transporter for transport for disposal or treatment, of Hazardous Materials at
any facility or incineration vessel containing such or similar Hazardous
Materials or (B) accepting any Hazardous Materials for transport to disposal or
treatment facilities, incineration vessels or sites from which there is a
Release, or a threatened Release of any Hazardous Substance which causes the
incurrence of costs for remediation; and (vii) any misrepresentation or
inaccuracy in any representation or warranty or material breach or failure to
perform any covenants or other obligations pursuant to this Agreement relating
to environmental matters.

      (b) Upon written request by any Indemnified Party, Borrower and Borrower
Principal shall defend same (if requested by any Indemnified Party, in the name
of the Indemnified Party) by attorneys and other professionals approved by the
Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may,
in their reasonable discretion, engage their own attorneys and other
professionals to defend or assist them, and, at the option of Indemnified
Parties, their attorneys shall control the resolution of any claim or
proceeding. Upon demand, Borrower and Borrower Principal shall pay or, in the
reasonable discretion of the Indemnified Parties, reimburse, the Indemnified
Parties for the payment of reasonable fees and disbursements of attorneys,
engineers, environmental consultants, laboratories and other professionals in
connection therewith.

      (c) Notwithstanding the foregoing, Borrower shall have no liability for
any Losses imposed upon or incurred by or asserted against any Indemnified
Parties and described in subsection (a) above to the extent that (i) Borrower
can demonstrate both that such Losses were caused solely by actions, conditions
or events that occurred after the date that Lender (or any purchaser at a
foreclosure sale) actually acquired title to the Properties and that such Losses
were not caused by the direct or indirect actions of Borrower, Borrower
Principal, or any partner, member, principal, officer, director, trustee or
manager of Borrower or Borrower Principal or any employee, agent, contractor or
Affiliate of Borrower or Borrower Principal or (ii) such Losses were the direct
result of

                                       95


any Indemnified Party's gross negligence or willful misconduct. The obligations
and liabilities of Borrower and Borrower Principal under this Section 12.6 shall
fully survive indefinitely notwithstanding any termination, satisfaction,
assignment, entry of a judgment of foreclosure, exercise of any power of sale,
or delivery of a deed in lieu of foreclosure of any Mortgage.

                          ARTICLE 13 - SECONDARY MARKET

      Section 13.1 Transfer of Loan

      Lender may, at any time, sell, transfer or assign the Loan Documents, or
grant participations therein ("PARTICIPATIONS") or syndicate the Loan
("SYNDICATION") or issue mortgage pass-through certificates or other securities
evidencing a beneficial interest in a rated or unrated public offering or
private placement ("SECURITIES") (a Syndication or the issuance of
Participations and/or Securities, a "SECURITIZATION").

      Section 13.2 Delegation of Servicing

      At the option of Lender, the Loan may be serviced by a servicer/trustee
selected by Lender and Lender may delegate all or any portion of its
responsibilities under this Agreement and the other Loan Documents to such
servicer/trustee pursuant to a servicing agreement between Lender and such
servicer/trustee.

      Section 13.3 Dissemination of Information

      Lender may forward to each purchaser, transferee, assignee, or servicer
of, and each participant, or investor in, the Loan, or any Participations and/or
Securities or any of their respective successors (collectively, the "INVESTOR")
or any Rating Agency rating the Loan, or any Participations and/or Securities,
each prospective Investor, and any organization maintaining databases on the
underwriting and performance of commercial mortgage loans, all documents and
information which Lender now has or may hereafter acquire relating to the Debt
and to Borrower, any managing member or general partner thereof, Borrower
Principal, any SPE Component Entity (if any) and the Properties, including
financial statements, whether furnished by Borrower or otherwise, as Lender
determines necessary or desirable. Borrower irrevocably waives any and all
rights it may have under applicable Legal Requirements to prohibit such
disclosure, including but not limited to any right of privacy.

      Section 13.4 Cooperation

      At the request of the holder of the Note and, to the extent not already
required to be provided by Borrower under this Agreement, Borrower and Borrower
Principal shall use reasonable efforts to provide information not in the
possession of the holder of the Note in order to satisfy the market standards to
which the holder of the Note customarily adheres or which may be reasonably
required in the marketplace or by, in connection with the issuance of
Securities, the Rating Agencies, in connection with such sales or transfers,
including, without limitation, to:

                                       96


      (a) provide updated financial, budget and other information with respect
to the Properties, Borrower, Borrower Principal and WPC and provide
modifications and/or updates to the appraisals, market studies, environmental
reviews and reports (Phase I reports and, if appropriate, Phase II reports) and
engineering reports of the Properties obtained in connection with the making of
the Loan (all of the foregoing being referred to as the "PROVIDED INFORMATION"),
together, if customary, with appropriate verification and/or consents of the
Provided Information through letters of auditors or opinions of counsel of
independent attorneys acceptable to Lender and the Rating Agencies;

      (b) make changes to the organizational documents of Borrower, any SPE
Component Entity and their respective principals;

      (c) at Borrower's expense, cause counsel to render or update existing
opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort
letter, which may be relied upon by the holder of the Note, the Rating Agencies
and their respective counsel, which shall be dated as of the closing date of the
Securitization;

      (d) permit site inspections, appraisals, market studies and other due
diligence investigations of the Properties, as may be reasonably requested by
the holder of the Note or the Rating Agencies or as may be necessary or
appropriate in connection with the Securitization;

      (e) make the representations and warranties with respect to the
Properties, Borrower, Borrower Principal and the Loan Documents as are made in
the Loan Documents and such other representations and warranties as may be
reasonably requested by the holder of the Note or the Rating Agencies;

      (f) execute such amendments to the Loan Documents as may be requested by
the holder of the Note or the Rating Agencies or otherwise to effect the
Securitization including, without limitation, bifurcation of the Loan into two
or more components and/or separate notes and/or creating a senior/subordinate
note structure and/or creating two or more uncross-collateralized loans (which
would, among other things, require the creation of two or more
uncross-collateralized Operating Leases); provided, however, that Borrower shall
not be required to modify or amend any Loan Document if such modification or
amendment would (i) change the interest rate, the stated maturity or the
amortization of principal set forth in the Note, except in connection with a
bifurcation of the Loan which may result in varying fixed interest rates and
amortization schedules, but which shall have the same initial weighted average
coupon of the original Note, or (ii) in the reasonable judgment of Borrower,
modify or amend any other material economic term of the Loan, or (iii) in the
reasonable judgment of Borrower, materially increase Borrower's obligations and
liabilities under the Loan Documents;

      (g) deliver to Lender and/or any Rating Agency, (i) one or more
certificates executed by an officer of the Borrower certifying as to the
accuracy, as of the closing date of the Securitization, of all representations
made by Borrower in the Loan Documents as of the Closing Date in all relevant
jurisdictions or, if such representations are no longer accurate, certifying as
to what modifications to the representations would

                                       97


be required to make such representations accurate as of the closing date of the
Securitization, and (ii) certificates of the relevant Governmental Authorities
in all relevant jurisdictions indicating the good standing and qualification of
Borrower as of the date of the closing date of the Securitization;

      (h) have reasonably appropriate personnel participate in a bank meeting
and/or presentation for the Rating Agencies or Investors; and

      (i) cooperate with and assist Lender in obtaining ratings of the
Securities from two (2) or more of the Rating Agencies.

      All actual, out-of-pocket reasonable third party costs and expenses
incurred by Borrower or Lender in connection with Borrower's complying with
requests made under this Section 13.4 (including, without limitation, the fees
and expenses of the Rating Agencies) shall be paid by Borrower.

      In the event that Borrower requests any consent or approval hereunder and
the provisions of this Agreement or any Loan Documents require the receipt of
written confirmation from each Rating Agency with respect to the rating on the
Securities, or, in accordance with the terms of the transaction documents
relating to a Securitization, such a rating confirmation is required in order
for the consent of Lender to be given, Borrower shall pay all of the costs and
expenses of Lender, Lender's servicer and each Rating Agency in connection
therewith, and, if applicable, shall pay any fees imposed by any Rating Agency
as a condition to the delivery of such confirmation.

      Section 13.5 Securitization Indemnification

      (a) Borrower understands that certain of the Provided Information may be
included in disclosure documents in connection with the Securitization,
including, without limitation, a prospectus, prospectus supplement, offering
memorandum or private placement memorandum (each, a "DISCLOSURE DOCUMENT") and
may also be included in filings with the Securities and Exchange Commission
pursuant to the Securities Act or the Exchange Act, or provided or made
available to investors or prospective investors in the Securities, the Rating
Agencies, and service providers relating to the Securitization. In the event
that the Disclosure Document is required to be revised prior to the sale of all
Securities, Borrower and Borrower Principal will cooperate with the holder of
the Note in updating the Disclosure Document by providing all current
information necessary to keep the Disclosure Document accurate and complete in
all material respects.

      (b) Borrower agrees to provide in connection with each of (i) a
preliminary and a final offering memorandum or private placement memorandum or
similar document (including any Investor or Rating Agency "term sheets" or
presentations relating to the Properties and/or the Loan) or (ii) a preliminary
and final prospectus or prospectus supplement, as applicable, an indemnification
certificate (A) certifying that Borrower has carefully examined such memorandum
or prospectus or other document (including any Investor or Rating Agency "term
sheets" or presentations relating to the Properties and/or the Loan), as
applicable, relating to Borrower, Borrower Principal, their

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Affiliates, the Loan, the Loan Documents and the Properties, and any risks or
special considerations relating thereto (the "REVIEWED SECTIONS"), and that, to
the best of Borrower's knowledge, the Reviewed Sections do not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in the light of the circumstances under
which they were made, not misleading, (B) indemnifying Lender (and for purposes
of this Section 13.5, Lender hereunder shall include its officers and directors)
and the Affiliate of Lender that (i) has filed the registration statement, if
any, relating to the Securitization and/or (ii) which is acting as issuer,
depositor, sponsor and/or a similar capacity with respect to the Securitization
(any Person described in (i) or (ii), an "ISSUER PERSON"), and each director and
officer of any Issuer Person, and each Person or entity who controls any Issuer
Person within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act (collectively, the "ISSUER GROUP"), and each Person which is
acting as an underwriter, manager, placement agent, initial purchaser or similar
capacity with respect to the Securitization, each of its directors and officers
and each Person who controls any such Person within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act (collectively, the
"UNDERWRITER GROUP") for any Losses to which Lender, the Issuer Group or the
Underwriter Group may become subject insofar as the Losses arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in the Reviewed Sections (including any Investor or Rating Agency
"term sheets" or presentations relating to the Properties and/or the Loan) or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated in the Reviewed Sections (including any
Investor or Rating Agency "term sheets" or presentations relating to the
Properties and/or the Loan) or necessary in order to make the statements in the
Reviewed Sections (including any Investor or Rating Agency "term sheets" or
presentations relating to the Properties and/or the Loan) or in light of the
circumstances under which they were made, not misleading (collectively the
"SECURITIES LIABILITIES") and (C) agreeing to reimburse Lender, the Issuer Group
and the Underwriter Group for any legal or other expenses reasonably incurred by
Lender and Issuer Group in connection with investigating or defending the
Securities Liabilities; provided, however, that Borrower will be liable in any
such case under clauses (B) or (C) above only to the extent that (i) any such
Securities Liabilities arise out of or is based upon any such untrue statement
or omission made therein in reliance upon and in conformity with information
furnished to Lender or any member of the Issuer Group or Underwriter Group by or
on behalf of Borrower or Borrower Principal in connection with the preparation
of the memorandum or prospectus or other document (including any Investor or
Rating Agency "term sheets" or presentations relating to the Properties and/or
the Loan) or in connection with the underwriting of the Loan, including, without
limitation, financial statements of Borrower or Borrower Principal, operating
statements, rent rolls, environmental site assessment reports and property
condition reports with respect to the Properties and (ii) Lender or such Issuer
Group or Investor Group did not have any actual independent knowledge of such
untrue statement or omission. This indemnity agreement will be in addition to
any liability which Borrower may otherwise have. Moreover, the indemnification
provided for in Clauses (B) and (C) above shall be effective whether or not an
indemnification certificate described in (A) above is provided and shall be
applicable based on information previously provided by Borrower and

                                       99


Borrower Principal or their Affiliates if Borrower or Borrower Principal do not
provide the indemnification certificate; provided, however, neither Borrower nor
Borrower Principal shall not be liable to the extent that any such Securities
Liabilities relate solely to errors and omissions which Borrower expressly
identified to Lender and remained uncorrected or with respect to any information
not contained in the Reviewed Sections.

      (c) In connection with filings under the Exchange Act or any information
provided to holders of Securities on an ongoing basis, Borrower agrees to
indemnify (i) Lender, the Issuer Group and the Underwriter Group for Losses to
which Lender, the Issuer Group or the Underwriter Group may become subject
insofar as the Securities Liabilities arise out of or are based upon the
omission or alleged omission to state in the Provided Information a material
fact required to be stated in the Provided Information in order to make the
statements in the Provided Information, in light of the circumstances under
which they were made not misleading and (ii) reimburse Lender, the Issuer Group
or the Underwriter Group for any legal or other expenses reasonably incurred by
Lender, the Issuer Group or the Underwriter Group in connection with defending
or investigating the Securities Liabilities provided, however, Borrower shall
not be liable to the extent that any such Securities Liabilities relate solely
to errors and omissions which Borrower expressly identified to Lender and
remained uncorrected or with respect to any information not contained in the
Reviewed Sections or as to which Lender or such Issuer Group or Investor Group
had actual independent knowledge of such untrue statement, error or omission.

      (d) Promptly after receipt by an indemnified party under this Section 13.5
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 13.5, notify the indemnifying party in writing of the commencement
thereof, but the omission to so notify the indemnifying party will not relieve
the indemnifying party from any liability which the indemnifying party may have
to any indemnified party hereunder except to the extent that failure to notify
causes prejudice to the indemnifying party. In the event that any action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled, jointly with
any other indemnifying party, to participate therein and, to the extent that it
(or they) may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party. After notice from the indemnifying party to such indemnified
party under this Section 13.5 the indemnifying party shall be responsible for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there are any legal defenses available to
it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert such legal defenses
and to otherwise participate in the defense of such action on behalf of such
indemnified party or parties. The indemnifying party shall not be liable for the
expenses of more than one such separate counsel unless an indemnified

                                       100


party shall have reasonably concluded that there may be legal defenses available
to it that are different from or additional to those available to another
indemnified party.

      (e) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreements provided for in Section 13.5(c)
or Section 13.5(d) is or are for any reason held to be unenforceable by an
indemnified party in respect of any losses, claims, damages or liabilities (or
action in respect thereof) referred to therein which would otherwise be
indemnifiable under Section 13.5(c) or Section 13.5(d), the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages or liabilities (or action in respect
thereof); provided, however, that no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. In determining the amount of contribution to which
the respective parties are entitled, the following factors shall be considered:
(i) the indemnified party's, Borrower's and Borrower Principal's relative
knowledge and access to information concerning the matter with respect to which
claim was asserted; (ii) the opportunity to correct and prevent any statement or
omission; and (iii) any other equitable considerations appropriate in the
circumstances. Lender, Borrower and Borrower Principal hereby agree that it
would not be equitable if the amount of such contribution were determined by pro
rata or per capita allocation.

      (f) The liabilities and obligations of Borrower and Lender under this
Section 13.5 shall survive the satisfaction of this Agreement and the
satisfaction and discharge of the Debt.

      Section 13.6 Rating Surveillance

      In the event Lender retains the Rating Agencies to provide rating
surveillance services on any certificates issued in a Securitization, such
rating surveillance will be at the expense of Borrower in an amount determined
by Lender in its reasonable discretion prior to the occurrence of a
Securitization and such expense will be paid at the closing of the
Securitization.

                          ARTICLE 14 - INDEMNIFICATIONS

      Section 14.1 General Indemnification

      Borrower shall indemnify, defend and hold harmless the Indemnified Parties
from and against any and all Losses imposed upon or incurred by or asserted
against any Indemnified Parties and directly or indirectly arising out of or in
any way relating to any one or more of the following: (a) any accident, injury
to or death of persons or loss of or damage to property occurring in, on or
about the Properties or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas, streets or ways; (b) any use,
nonuse or condition (other than environmental matters which are governed by
Article 12 hereof) in, on or about the Properties or any part thereof or on the
adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets
or ways; (c) performance of any labor or services or the furnishing of any
materials or other property

                                       101


in respect of the Properties or any part thereof; (d) any failure of the
Properties to be in compliance with any applicable Legal Requirements (other
than environmental matters which are governed by Article 12 hereof); (e) any and
all claims and demands whatsoever which may be asserted against Lender by reason
of any alleged obligations or undertakings on its part to perform or discharge
any of the terms, covenants, or agreements contained in any Lease; (f) the
holding or investing of the Reserve Accounts or the performance of the Required
Work, or (g) the payment of any commission, charge or brokerage fee to anyone
which may be payable in connection with the funding of the Loan (collectively,
the "INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have
any obligation to Lender hereunder to the extent that such Indemnified
Liabilities arise from the gross negligence, illegal acts, fraud or willful
misconduct of Lender or any other Indemnified Party. To the extent that the
undertaking to indemnify, defend and hold harmless set forth in the preceding
sentence may be unenforceable because it violates any law or public policy,
Borrower shall pay the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Lender.

      Section 14.2 Mortgage and Intangible Tax Indemnification

      Borrower shall, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless the Indemnified Parties from and against any and all
Losses imposed upon or incurred by or asserted against any Indemnified Parties
and directly or indirectly arising out of or in any way relating to any tax on
the making and/or recording of the Mortgages, the Note or any of the other Loan
Documents, but excluding any income, gains, franchise or other similar taxes
imposed on any Indemnified Party.

      Section 14.3 ERISA Indemnification

      Borrower shall, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless the Indemnified Parties from and against any and all
Losses (including, without limitation, reasonable attorneys' fees and costs
incurred in the investigation, defense, and settlement of Losses incurred in
correcting any prohibited transaction or in the sale of a prohibited loan, and
in obtaining any individual prohibited transaction exemption under ERISA that
may be required, in Lender's sole discretion) that Lender may incur, directly or
indirectly, as a result of a default under Section 4.8 or Section 5.18 of this
Agreement.

      Section 14.4 Survival

      The obligations and liabilities of Borrower and Borrower Principal under
this Article 14 shall fully survive indefinitely notwithstanding any
termination, satisfaction, assignment, entry of a judgment of foreclosure,
exercise of any power of sale, or delivery of a deed in lieu of foreclosure of
any Mortgage.

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                            ARTICLE 15 - EXCULPATION

      Section 15.1 Exculpation

      (a) Except as otherwise provided herein or in the other Loan Documents,
Lender shall not enforce the liability and obligation of Borrower or Borrower
Principal, as applicable, to perform and observe the obligations contained
herein or in the other Loan Documents by any action or proceeding wherein a
money judgment shall be sought against Borrower or Borrower Principal, except
that Lender may bring a foreclosure action, action for specific performance or
other appropriate action or proceeding to enable Lender to enforce and realize
upon this Agreement, the Note, the Mortgages and the other Loan Documents, and
the interest in the Properties, the Rents and any other collateral given to
Lender created by this Agreement, the Note, the Mortgages and the other Loan
Documents; provided, however, that any judgment in any such action or proceeding
shall be enforceable against Borrower or Borrower Principal, as applicable, only
to the extent of Borrower's or Borrower Principal's interest in the Properties,
in the Rents and in any other collateral given to Lender. Lender, by accepting
this Agreement, the Note, the Mortgages and the other Loan Documents, agrees
that it shall not, except as otherwise provided in this Section 15.1, sue for,
seek or demand any deficiency judgment against Borrower or Borrower Principal in
any such action or proceeding, under or by reason of or under or in connection
with this Agreement, the Note, the Mortgages or the other Loan Documents. The
provisions of this Section 15.1 shall not, however, (i) constitute a waiver,
release or impairment of any obligation evidenced or secured by this Agreement,
the Note, the Mortgages or the other Loan Documents; (ii) impair the right of
Lender to name Borrower or Borrower Principal as a party defendant in any action
or suit for judicial foreclosure and sale under this Agreement and the
Mortgages; (iii) affect the validity or enforceability of any indemnity
(including, without limitation, those contained in Section 12.6, Section 13.5
and Article 14 of this Agreement), guaranty, master lease or similar instrument
made in connection with this Agreement, the Note, the Mortgages and the other
Loan Documents; (iv) impair the right of Lender to obtain the appointment of a
receiver; (v) impair the enforcement of the assignment of leases provisions
contained in the Mortgages; or (vi) impair the right of Lender to obtain a
deficiency judgment or other judgment on the Note against Borrower or Borrower
Principal if necessary to obtain any Insurance Proceeds or Awards to which
Lender would otherwise be entitled under this Agreement; provided however,
Lender shall only enforce such judgment to the extent of the Insurance Proceeds
and/or Awards.

      (b) Notwithstanding the provisions of this Section 15.1 to the contrary,
Borrower and Borrower Principal shall be personally liable to Lender on a joint
and several basis for Losses actually sustained as a result of:

            (i) fraud or intentional misrepresentation by Borrower, Borrower
      Principal or any other Affiliate of Borrower or Borrower Principal in
      connection with the execution and the delivery of this Agreement, the
      Note, the Mortgages, any of the other Loan Documents, or any certificate,
      report, financial statement or other instrument or document prepared by or
      on behalf of Borrower, Operating Lessee or any Affiliate of either of them
      and furnished to Lender at the time of the

                                       103


      closing of the Loan or during the term of the Loan; provided, however,
      neither Borrower nor Borrower Principal shall have any liability pursuant
      to this Section 15.1(b)(i) to the extent any such certificate, report,
      financial statement or other instrument or document was prepared by or on
      behalf of Operating Lessee or Manager or was prepared by or on behalf of
      Borrower in good faith reliance on such information provided by Operating
      Lessee or Manager;

            (ii) Borrower's misapplication or misappropriation of Rents received
      by Borrower after the occurrence of an Event of Default;

            (iii) Borrower's misapplication or misappropriation of tenant
      security deposits or Rents collected in advance;

            (iv) the misapplication or the misappropriation of Insurance
      Proceeds or Awards;

            (v) Borrower's failure to pay Taxes, Other Charges (except to the
      extent that sums sufficient to pay such amounts have been deposited in
      escrow with Lender pursuant to the terms hereof and there exists no
      impediment to Lender's utilization thereof), charges for labor or
      materials or other charges incurred in connection with work performed at
      any Individual Property that can create Liens on any Individual Property
      beyond any applicable notice and cure periods specified herein, but, in
      each case, only to the extent the Properties generated sufficient Net
      Operating Income to pay the same when due;

            (vi) Intentionally Omitted;

            (vii) any act of actual waste or arson by Borrower, any principal,
      Affiliate, member or general partner thereof or by Borrower Principal, any
      principal, Affiliate, member or general partner thereof;

            (viii) a default by Borrower, Borrower Principal or any SPE
      Component Entity (if any) of any of the material covenants set forth in
      Article 6;

            (ix) Borrower's failure during the existence of any Event of Default
      and upon the written request of Lender, to deliver (a) all Rents and (b)
      all books and records relating to the Properties to the extent the same
      are in Borrower's possession and control; or

            (x) the filing by any Person within ten (10) days (or on the next
      Business Day if the 10th day falls on a day the appropriate Court is
      closed) of the entry of an order by the United States Bankruptcy Court
      authorizing and approving the sale of the Properties to Borrower of any
      notice of appeal from or motion for reconsideration of such order.

      (c) Notwithstanding the foregoing, the agreement of Lender not to pursue
recourse liability as set forth in subsection (a) above SHALL BECOME NULL AND
VOID and shall be of no further force and effect and the Debt shall be fully
recourse to

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Borrower and Borrower Principal in the event of (i) a default by Borrower,
Borrower Principal or any SPE Component Entity (if any) of any of the covenants
set forth in Article 7 hereof, or (ii) if the any Individual Property or any
part thereof shall become an asset in (A) a voluntary bankruptcy or insolvency
proceeding of Borrower, or (B) an involuntary bankruptcy or insolvency
proceeding of Borrower (and Borrower or Borrower Principal has joined with,
colluded in or failed to object to any such involuntary bankruptcy proceeding or
insolvency proceeding) which is not dismissed within ninety (90) days of filing.

      (d) Nothing herein shall be deemed to be a waiver of any right which
Lender may have under Section 506(a), 506(b), 1111(b) or any other provision of
the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness
secured by the Mortgages or to require that all collateral shall continue to
secure all of the indebtedness owing to Lender in accordance with this
Agreement, the Note, the Mortgages or the other Loan Documents.

                               ARTICLE 16- NOTICES

      Section 16.1 Notices

      All notices, consents, approvals and requests required or permitted
hereunder or under any other Loan Document shall be given in writing and shall
be effective for all purposes if hand delivered or sent by (a) certified or
registered United States mail, postage prepaid, return receipt requested, (b)
expedited prepaid overnight delivery service, either commercial or United States
Postal Service, with proof of attempted delivery, or by (c) telecopier (with
answer back acknowledged provided an additional notice is given pursuant to
subsection (b) above), addressed as follows (or at such other address and Person
as shall be designated from time to time by any party hereto, as the case may
be, in a written notice to the other parties hereto in the manner provided for
in this Section):

           If to Lender:             Bank of America, N.A.
                                     Capital Markets Servicing Group
                                     555 South Flower Street, 6th Floor
                                     CA9-706-06-42
                                     Los Angeles, California 90071
                                     Attn: Servicing Manager
                                     Telephone No: (800) 462-0505
                                     Facsimile No.: (213) 345-6587

           With a copy to:           Thacher Proffitt & Wood LLP
                                     Two World Financial Center
                                     New York, New York 10281
                                     Attention: David S. Hall, Esq.
                                     Telephone No.: (212) 912-7400
                                     Facsimile No.: (212) 912-7751

                                       105


           If to Borrower:           c/o W. P. Carey & Co. LLC
                                     50 Rockefeller Plaza, 2nd Floor
                                     New York, New York 10020
                                     Attention: Director, Asset Management
                                     Facsimile No.: (212) 492-8922

           With a copy to:           Reed Smith
                                     One Liberty Place
                                     Philadelphia, PA 19103
                                     Attention: Chairman, Real Estate Department
                                     Facsimile No.: (215) 851-1420

           If to Borrower
           Principal:                c/o W. P. Carey & Co. LLC
                                     50 Rockefeller Plaza, 2nd Floor
                                     New York, New York 1 0020
                                     Attention: Director, Asset Management
                                     Facsimile No.: (212) 492-8922

           With a copy to:           Reed Smith LLP
                                     One Liberty Place
                                     Philadelphia, PA 19103
                                     Attention: Chairman, Real Estate Department
                                     Facsimile No.: (215) 851-1420

A notice shall be deemed to have been given: in the case of hand delivery, at
the time of delivery; in the case of registered or certified mail, when
delivered or the first attempted delivery on a Business Day; or in the case of
expedited prepaid delivery and telecopy, upon the first attempted delivery on a
Business Day.

                         ARTICLE 17 - FURTHER ASSURANCES

      Section 17.1 Replacement Documents

      Upon receipt of an affidavit of an officer of Lender as to the loss,
theft, destruction or mutilation of the Note or any other Loan Document which is
not of public record, and, in the case of any such mutilation, upon surrender
and cancellation of such Note or other Loan Document, Borrower will issue, in
lieu thereof, a replacement Note or other Loan Document, dated the date of such
lost, stolen, destroyed or mutilated Note or other Loan Document in the same
principal amount thereof and otherwise of like tenor.

      Section 17.2 Recording of Mortgages, Etc.

      Borrower forthwith upon the execution and delivery of the Mortgages and
thereafter, from time to time, will cause the Mortgages and any of the other
Loan Documents creating a Lien or security interest or evidencing the Lien
hereof upon the

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Properties and each instrument of further assurance to be filed, registered or
recorded in such manner and in such places as may be required by any present or
future law in order to publish notice of and fully to protect and perfect the
Lien or security interest hereof upon, and the interest of Lender in, the
Properties. Borrower will pay all taxes, filing, registration or recording fees,
and all expenses incident to the preparation, execution, acknowledgment and/or
recording of the Note, the Mortgages, the other Loan Documents, any note, deed
of trust or mortgage supplemental hereto, any security instrument with respect
to the Properties and any instrument of further assurance, and any modification
or amendment of the foregoing documents, and all federal, state, county and
municipal taxes, duties, imposts, assessments and charges arising out of or in
connection with the execution and delivery of the Mortgages, any deed of trust
or mortgage supplemental hereto, any security instrument with respect to the
Properties or any instrument of further assurance, and any modification or
amendment of the foregoing documents, except where prohibited by law so to do.

      Section 17.3 Further Acts, Etc.

      Borrower will, at the cost of Borrower, and without expense to Lender, do,
execute, acknowledge and deliver all and every further acts, deeds, conveyances,
deeds of trust, mortgages, assignments, security agreements, control agreements,
notices of assignments, transfers and assurances as Lender shall, from time to
time, reasonably require, for the better assuring, conveying, assigning,
transferring, and confirming unto Lender the property and rights hereby
mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged,
assigned, warranted and transferred or intended now or hereafter so to be, or
which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Agreement or for filing, registering or recording the Mortgages,
or for complying with all Legal Requirements. Borrower, on demand, will execute
and deliver, and in the event it shall fail to so execute and deliver, hereby
authorizes Lender to execute in the name of Borrower or without the signature of
Borrower to the extent Lender may lawfully do so, one or more financing
statements and financing statement amendments to evidence more effectively,
perfect and maintain the priority of the security interest of Lender in the
Properties. Borrower grants to Lender an irrevocable power of attorney coupled
with an interest for the purpose of exercising and perfecting any and all rights
and remedies available to Lender at law and in equity, including without
limitation, such rights and remedies available to Lender pursuant to this
Section 17.3.

      Section 17.4 Changes in Tax, Debt, Credit and Documentary Stamp Laws

      (a) If any law is enacted or adopted or amended after the date of this
Agreement which deducts the Debt from the value of any Individual Property for
the purpose of taxation or which imposes a tax, either directly or indirectly,
on the Debt or Lender's interest in an Individual Property, Borrower will pay
the tax, with interest and penalties thereon, if any. If Lender is advised by
counsel chosen by it that the payment of tax by Borrower would be unlawful or
taxable to Lender or unenforceable or provide the basis for a defense of usury
then Lender shall have the option by written notice of not less

                                       107


than one hundred twenty (120) days to declare the Debt immediately due and
payable, without prepayment premium or penalty.

      (b) Borrower will not claim or demand or be entitled to any credit or
credits on account of the Debt for any part of the Taxes or Other Charges
assessed against an Individual Property, or any part thereof, and no deduction
shall otherwise be made or claimed from the assessed value of an Individual
Property, or any part thereof, for real estate tax purposes by reason of the
Mortgages or the Debt. If such claim, credit or deduction shall be required by
law, Lender shall have the option, by written notice of not less than one
hundred twenty (120) days, to declare the Debt immediately due and payable.

      If at any time the United States of America, any State thereof or any
subdivision of any such State shall require revenue or other stamps to be
affixed to the Note, the Mortgages, or any of the other Loan Documents or impose
any other tax or charge on the same, Borrower will pay for the same, with
interest and penalties thereon, if any.

      Section 17.5 Expenses

      Borrower covenants and agrees to pay or, if Borrower fails to pay, to
reimburse, Lender upon receipt of written notice from Lender for all reasonable
costs and expenses (including reasonable, actual attorneys' fees and
disbursements) reasonably incurred by Lender in accordance with this Agreement
in connection with (a) the preparation, negotiation, execution and delivery of
this Agreement and the other Loan Documents and the consummation of the
transactions contemplated hereby and thereby and all the costs of furnishing all
opinions by counsel for Borrower (including without limitation any opinions
requested by Lender as to any legal matters arising under this Agreement or the
other Loan Documents with respect to the Properties); (b) Borrower's ongoing
performance of and compliance with Borrower's respective agreements and
covenants contained in this Agreement and the other Loan Documents on its part
to be performed or complied with after the Closing Date, including, without
limitation, confirming compliance with environmental and insurance requirements;
(c) following a request by Borrower, Lender's ongoing performance and compliance
with all agreements and conditions contained in this Agreement and the other
Loan Documents on its part to be performed or complied with after the Closing
Date; (d) the negotiation, preparation, execution, delivery and administration
of any consents, amendments, waivers or other modifications to this Agreement
and the other Loan Documents and any other documents or matters requested by
Lender; (e) securing Borrower's compliance with any requests made pursuant to
the provisions of this Agreement; (f) the filing and recording fees and
expenses, title insurance and reasonable fees and expenses of counsel for
providing to Lender all required legal opinions, and other similar expenses
incurred in creating and perfecting the Lien in favor of Lender pursuant to this
Agreement and the other Loan Documents; (g) enforcing or preserving any rights,
in response to third party claims or the prosecuting or defending of any action
or proceeding or other litigation, in each case against, under or affecting
Borrower, this Agreement, the other Loan Documents, the Properties, or any other
security given for the Loan; and (h) enforcing any obligations of or collecting
any payments due from Borrower under this Agreement, the other Loan

                                       108


Documents or with respect to the Properties or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or of any insolvency or bankruptcy
proceedings; provided, however, that Borrower shall not be liable for the
payment of any such costs and expenses to the extent the same arise by reason of
the gross negligence, illegal acts, fraud or willful misconduct of Lender.

                              ARTICLE 18 - WAIVERS

      Section 18.1 Remedies Cumulative; Waivers

      The rights, powers and remedies of Lender under this Agreement shall be
cumulative and not exclusive of any other right, power or remedy which Lender
may have against Borrower or Borrower Principal pursuant to this Agreement or
the other Loan Documents, or existing at law or in equity or otherwise. Lender's
rights, powers and remedies may be pursued singularly, concurrently or
otherwise, at such time and in such order as Lender may determine in Lender's
sole discretion. No delay or omission to exercise any remedy, right or power
accruing upon an Event of Default shall impair any such remedy, right or power
or shall be construed as a waiver thereof, but any such remedy, right or power
may be exercised from time to time and as often as may be deemed expedient. A
waiver of one Default or Event of Default with respect to Borrower shall not be
construed to be a waiver of any subsequent Default or Event of Default by
Borrower or to impair any remedy, right or power consequent thereon.

      Section 18.2 Modification, Waiver in Writing

      No modification, amendment, extension, discharge, termination or waiver of
any provision of this Agreement, or of the Note, or of any other Loan Document,
nor consent to any departure by Borrower therefrom, shall in any event be
effective unless the same shall be in a writing signed by the party against whom
enforcement is sought, and then such waiver or consent shall be effective only
in the specific instance, and for the purpose, for which given. Except as
otherwise expressly provided herein, no notice to, or demand on Borrower, shall
entitle Borrower to any other or future notice or demand in the same, similar or
other circumstances.

      Section 18.3 Delay Not a Waiver

      Neither any failure nor any delay on the part of Lender in insisting upon
strict performance of any term, condition, covenant or agreement, or exercising
any right, power, remedy or privilege hereunder, or under the Note or under any
other Loan Document, or any other instrument given as security therefor, shall
operate as or constitute a waiver thereof, nor shall a single or partial
exercise thereof preclude any other future exercise, or the exercise of any
other right, power, remedy or privilege. In particular, and not by way of
limitation, by accepting payment after the due date of any amount payable under
this Agreement, the Note or any other Loan Document, Lender shall not be deemed
to have waived any right either to require prompt payment when due

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of all other amounts due under this Agreement, the Note or the other Loan
Documents, or to declare a default for failure to effect prompt payment of any
such other amount.

      Section 18.4 Trial by Jury

      BORROWER, BORROWER PRINCIPAL AND LENDER EACH HEREBY AGREES NOT TO ELECT A
TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO
TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER
ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, BORROWER PRINCIPAL AND LENDER, AND
IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF LENDER, BORROWER
PRINCIPAL AND BORROWER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER, BORROWER
PRINCIPAL AND LENDER.

      Section 18.5 Waiver of Notice

      Borrower shall not be entitled to any notices of any nature whatsoever
from Lender except with respect to matters for which this Agreement or the other
Loan Documents specifically and expressly provide for the giving of notice by
Lender to Borrower and except with respect to matters for which Borrower is not,
pursuant to applicable Legal Requirements, permitted to waive the giving of
notice. Borrower hereby expressly waives the right to receive any notice from
Lender with respect to any matter for which this Agreement or the other Loan
Documents do not specifically and expressly provide for the giving of notice by
Lender to Borrower.

      Section 18.6 Remedies of Borrower

      In the event that a claim or adjudication is made that Lender or its
agents have acted unreasonably or unreasonably delayed acting in any case where
by law or under this Agreement or the other Loan Documents, Lender or such
agent, as the case may be, has an obligation to act reasonably or promptly,
Borrower agrees that neither Lender nor its agents shall be liable for any
monetary damages, and Borrower's sole remedies shall be limited to commencing an
action seeking injunctive relief or declaratory judgment. The parties hereto
agree that any action or proceeding to determine whether Lender has acted
reasonably shall be determined by an action seeking declaratory judgment. Lender
agrees that, in such event, it shall cooperate in expediting any action seeking
injunctive relief or declaratory judgment.

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      Section 18.7 Cross-Default; Cross-Collateralization; Waiver of Marshalling
of Assets

      (a) Borrower acknowledges that Lender has made the Loan to Borrower upon
the security of its collective interest in the Properties and in reliance upon
the aggregate of the Properties taken together being of greater value as
collateral security than the sum of each Individual Property taken separately.
Borrower agrees that the Mortgages are and will be cross collateralized and
cross defaulted with each other so that (i) an Event of Default under any of the
Mortgages shall constitute an Event of Default under each of the other Mortgages
which secure the Note; (ii) an Event of Default under the Note or this Agreement
shall constitute an Event of Default under each Mortgage; (iii) each Mortgage
shall constitute security for the Note as if a single blanket Lien were placed
on all of the Properties as security for the Note; and (iv) such cross
collateralization shall in no event be deemed to constitute a fraudulent
conveyance.

      (b) To the fullest extent permitted by law, Borrower, for itself and its
successors and assigns, waives all rights to a marshalling of the assets of
Borrower, Borrower's partners and others with interests in Borrower, and of the
Properties, and agrees not to assert any right under any laws pertaining to the
marshalling of assets, the sale in inverse order of alienation, homestead
exemption, the administration of estates of decedents, or any other matters
whatsoever to defeat, reduce or affect the right of Lender under the Loan
Documents to a sale of the Properties for the collection of the Debt without any
prior or different resort for collection or of the right of Lender to the
payment of the Debt out of the net proceeds of an Individual Property in
preference to every other claimant whatsoever. In addition, Borrower, for itself
and its successors and assigns, waives in the event of foreclosure of any or all
of the Mortgages, any equitable right otherwise available to Borrower which
would require the separate sale of the Properties or require Lender to exhaust
its remedies against any Individual Property or any combination of the
Properties before proceeding against any other Individual Property or
combination of Properties; and further in the event of such foreclosure Borrower
does hereby expressly consents to and authorizes, at the option of Lender, the
foreclosure and sale either separately or together of any combination of the
Properties.

      Section 18.8 Waiver of Statute of Limitations

      Borrower hereby expressly waives and releases, to the fullest extent
permitted by law, the pleading of any statute of limitations as a defense to
payment of the Debt or performance of its Other Obligations.

      Section 18.9 Waiver of Counterclaim

      Borrower hereby waives the right to assert a counterclaim, other than a
compulsory counterclaim, in any action or proceeding brought against it by
Lender or its agents.

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                           ARTICLE 19 - GOVERNING LAW

      Section 19.1 Choice of Law

      This Agreement shall be deemed to be a contract entered into pursuant to
the laws of the State of New York and shall in all respects be governed,
construed, applied and enforced in accordance with the laws of the State of New
York, provided however, (a) that with respect to the creation, perfection,
priority and enforcement of any Lien created by the Loan Documents, and the
determination of deficiency judgments, the laws of the state where the
applicable Individual Property is located shall apply, and (b) with respect to
the security interest in each of the Reserve Accounts and the Lockbox Account,
the laws of the state where each such account is located shall apply.

      Section 19.2 Severability

      Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

      Section 19.3 Preferences

      Lender shall have the continuing and exclusive right to apply or reverse
and reapply any and all payments by Borrower to any portion of the obligations
of Borrower hereunder. To the extent Borrower makes a payment or payments to
Lender, which payment or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, receiver or any other party under any Creditors Rights
Laws, state or federal law, common law or equitable cause, then, to the extent
of such payment or proceeds received, the obligations hereunder or part thereof
intended to be satisfied shall be revived and continue in full force and effect,
as if such payment or proceeds had not been received by Lender.

                           ARTICLE 20 - MISCELLANEOUS

      Section 20.1 Survival

      This Agreement and all covenants, agreements, representations and
warranties made herein and in the certificates delivered pursuant hereto shall
survive the making by Lender of the Loan and the execution and delivery to
Lender of the Note, and shall continue in full force and effect so long as all
or any of the Debt is outstanding and unpaid unless a longer period is expressly
set forth herein or in the other Loan Documents. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the legal representatives, successors and assigns of such party. All covenants,
promises and agreements in this Agreement, by or on behalf of Borrower, shall
inure to the benefit of the legal representatives, successors and assigns of
Lender.

                                       112


      Section 20.2 Lender's Discretion

      Whenever pursuant to this Agreement, Lender exercises any right given to
it to approve or disapprove, or any arrangement or term is to be satisfactory to
Lender, the decision of Lender to approve or disapprove or to decide whether
arrangements or terms are satisfactory or not satisfactory shall (except as is
otherwise specifically herein provided) be in the sole discretion of Lender and
shall be final and conclusive.

      Section 20.3 Headings

      The Article and/or Section headings and the Table of Contents in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

      Section 20.4 Cost of Enforcement

      In the event (a) that any Mortgage is foreclosed in whole or in part, (b)
of the bankruptcy, insolvency, rehabilitation or other similar proceeding in
respect of Borrower or any of its constituent Persons or an assignment by
Borrower or any of its constituent Persons for the benefit of its creditors, or
(c) Lender exercises any of its other remedies under this Agreement or any of
the other Loan Documents, Borrower shall be chargeable with and agrees to pay
all costs of collection and defense, including reasonable attorneys' fees and
costs, incurred by Lender or Borrower in connection therewith and in connection
with any appellate proceeding or post-judgment action involved therein, together
with all required service or use taxes.

      Section 20.5 Schedules Incorporated

      The Schedules annexed hereto are hereby incorporated herein as a part of
this Agreement with the same effect as if set forth in the body hereof.

      Section 20.6 Offsets, Counterclaims and Defenses

      Any assignee of Lender's interest in and to this Agreement, the Note and
the other Loan Documents shall take the same free and clear of all offsets,
counterclaims or defenses which are unrelated to such documents which Borrower
may otherwise have against any assignor of such documents, and no such unrelated
counterclaim or defense shall be interposed or asserted by Borrower in any
action or proceeding brought by any such assignee upon such documents and any
such right to interpose or assert any such unrelated offset, counterclaim or
defense in any such action or proceeding is hereby expressly waived by Borrower.

      Section 20.7 No Joint Venture or Partnership; No Third Party Beneficiaries

      (a) Borrower and Lender intend that the relationships created hereunder
and under the other Loan Documents be solely that of borrower and lender.
Nothing herein or therein is intended to create a joint venture, partnership,
tenancy-in-common, or joint

                                       113


tenancy relationship between Borrower and Lender nor to grant Lender any
interest in the Properties other than that of mortgagee, beneficiary or lender.

      (b) This Agreement and the other Loan Documents are solely for the benefit
of Lender and Borrower and nothing contained in this Agreement or the other Loan
Documents shall be deemed to confer upon anyone other than Lender and Borrower
an right to insist upon or to enforce the performance or observance of any of
the obligations contained herein or therein. All conditions to the obligations
of Lender to make the Loan hereunder are imposed solely and exclusively for the
benefit of Lender and no other Person shall have standing to require
satisfaction of such conditions in accordance with their terms or be entitled to
assume that Lender will refuse to make the Loan in the absence of strict
compliance with any or all thereof and no other Person shall under any
circumstances be deemed to be a beneficiary of such conditions, any or all of
which may be freely waived in whole or in part by Lender if, in Lender's sole
discretion, Lender deems it advisable or desirable to do so.

      (c) The general partners, members, principals and (if Borrower is a trust)
beneficial owners of Borrower are experienced in the ownership and operation of
properties similar to the Properties, and Borrower and Lender are relying solely
upon such expertise and business plan in connection with the ownership and
operation of the Properties. Borrower is not relying on Lender's expertise,
business acumen or advice in connection with the Properties.

      (d) Notwithstanding anything to the contrary contained herein, Lender is
not undertaking the performance of (i) any obligations under the Leases; or (ii)
any obligations with respect to such agreements, contracts, certificates,
instruments, franchises, permits, trademarks, licenses and other documents.

      (e) By accepting or approving anything required to be observed, performed
or fulfilled or to be given to Lender pursuant to this Agreement, the Mortgages,
the Note or the other Loan Documents, including, without limitation, any
officer's certificate, balance sheet, statement of profit and loss or other
financial statement, survey, appraisal, or insurance policy, Lender shall not be
deemed to have warranted, consented to, or affirmed the sufficiency, the
legality or effectiveness of same, and such acceptance or approval thereof shall
not constitute any warranty or affirmation with respect thereto by Lender.

      (f) Borrower recognizes and acknowledges that in accepting this Agreement,
the Note, the Mortgages and the other Loan Documents, Lender is expressly and
primarily relying on the truth and accuracy of the representations and
warranties set forth in Article 4 of this Agreement without any obligation to
investigate the Properties and notwithstanding any investigation of the
Properties by Lender; that such reliance existed on the part of Lender prior to
the date hereof, that the warranties and representations are a material
inducement to Lender in making the Loan; and that Lender would not be willing to
make the Loan and accept this Agreement, the Note, the Mortgages and the other
Loan Documents in the absence of the warranties and representations as set forth
in Article 4 of this Agreement.

                                       114


      Section 20.8 Publicity

      All news releases, publicity or advertising by Borrower or its Affiliates
through any media intended to reach the general public which refers to the Loan,
Lender, Banc of America Securities LLC, or any of their Affiliates shall be
subject to the prior written approval of Lender, not to be unreasonably
withheld. Lender shall be permitted to make any news, releases, publicity or
advertising by Lender or its Affiliates through any media intended to reach the
general public which refers to the Loan, the Properties, Borrower, Borrower
Principal and their respective Affiliates without the approval of Borrower or
any such Persons. Borrower also agrees that Lender may share any information
pertaining to the Loan with Bank of America Corporation, including its bank
subsidiaries, Banc of America Securities LLC and any other Affiliates of the
foregoing, in connection with the sale or transfer of the Loan or any
Participations and/or Securities created.

      Section 20.9 Conflict; Construction of Documents; Reliance

      In the event of any conflict between the provisions of this Agreement and
any of the other Loan Documents, the provisions of this Agreement shall control.
The parties hereto acknowledge that they were represented by competent counsel
in connection with the negotiation, drafting and execution of the Loan Documents
and that such Loan Documents shall not be subject to the principle of construing
their meaning against the party which drafted same. Borrower acknowledges that,
with respect to the Loan, Borrower shall rely solely on its own judgment and
advisors in entering into the Loan without relying in any manner on any
statements, representations or recommendations of Lender or any parent,
subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation
whatsoever in the exercise of any rights or remedies available to it under any
of the Loan Documents or any other agreements or instruments which govern the
Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of
Lender of any equity interest any of them may acquire in Borrower, and Borrower
hereby irrevocably waives the right to raise any defense or take any action on
the basis of the foregoing with respect to Lender's exercise of any such rights
or remedies. Borrower acknowledges that Lender engages in the business of real
estate financings and other real estate transactions and investments which may
be viewed as adverse to or competitive with the business of Borrower or its
Affiliates.

      Section 20.10 Entire Agreement

      This Agreement and the other Loan Documents contain the entire agreement
of the parties hereto and thereto in respect of the transactions contemplated
hereby and thereby, and all prior agreements among or between such parties,
whether oral or written between Borrower and Lender are superseded by the terms
of this Agreement and the other Loan Documents.

                                       115


                                    EXHIBIT A

                      Borrower Equity Ownership Structure



                                   [FLOW CHART]


                                   SCHEDULE I

                                REQUIRED REPAIRS





                                                                                           RESERVES
PROPERTY                             PROPERTY  UNITS UNITS/                      IMMEDIATE OVER TERM   PSF       QC
#              PROPERTY NAME         CONDITION /PCA  SPREADS  SQ. FT. ACRES  RUL   REPAIRS    (12)    RESERVES COMPLETED  COMMENTS
                                                                                    
721024   U-Haul Prescott             Good        741   741    95,222 3.53     50   $    0  $ 13,464    $0.01    YES
721025   U-Haul Center - Cave Creek    Good        525   530    40,225 2.31     45   $    0  $  7,333    $0.02    YES
721034   U-Haul - Anthem RV          Good        148     0    45,756 5.19     50   $    0  $ 16,223    $0.03    YES     Only gross
                                                                                                                        square
                                                                                                                        footage
721044   U-Haul Bell and Grand       Good        556   564    47,675 2.28     45   $    0  $ 18,248    $0.03    YES
721045   U-Haul - Anthem Way         Good        552   545    60,100  2.5     50   $    0  $  6,909    $0.01    YES
721046   U-Haul - I-17 and Deer
           Valley                    Good        701   702    87,360 2.27     47   $    0  $ 17,433    $0.02    YES
                                                                                                                        Repair
                                                                                                                        damaged
                                                                                                                        exterior
721047   U-Haul - 87th & Bell        Good        507   508    41,600 1.75     45   $  250  $ 15,439    $0.03    YES     concrete
                                                                                                                        stairs at
                                                                                                                        the loading
722036   U-Haul Center Chamber Road  Good        832   824    62,360 3.47     50   $    0  $ 10,877    $0.01    YES
724024   U-Haul center and Storage
           of Montana                Good        530   530    43,400 2.35     45   $    0  $  1,308    $0.00    YES
724026   U-Haul Center Rio Rancho    Good        319   312    47,661 3.37     35   $1,000  $ 82,292    $0.14    YES     Install
                                                                                                                        Fire
                                                                                                                        Extingushers
729051   U-Haul Center Apple Valley  Good        527   514    52,731 4.57     48   $    0  $ 18,380    $0.03    YES
734032   U-Haul - Lexena             Good        923   917    73,485 4.39     47   $  500  $266,120    $0.30    YES
736051   U-Haul St. Peters           Good        652   654    48,355 2.44     50   $    0  $  3,605    $0.01    YES
736054   U-Haul - O'Fallon           Good        646   640    55,049  2.2     48   $    0  $  1,890    $0.00    YES
737023   U-Haul Center Slaughter
           Lane                      Good        558   558    41,150 4.12     47   $    0  $  9,405    $0.02    YES
737028   U-Haul Center Cen-Tex       Good        522   500    79,325 4.86     45   $    0  $  1,469    $0.00    YES
739050   U-Haul Center of Crystal
           Lake                      Good        758   756    68,100 8.77     20   $    0  $314,208    $0.38    YES
741025   U-Haul Center of McKinney   Good        602   543    59,305  540     48   $    0  $    448    $0.00    YES
741027   U-Haul Center Tollwat       Good        608   608    46,200 2.61     45   $    0  $  7,166    $0.01    YES
741041   U-Haul Center of Lewisville Good        698   698    53,900 5.09     44   $    0  $  3,582    $0.01    YES
745057   U-Haul Highway 290          Good        656   656    52,865 3.87     45   $    0  $ 21,255    $0.03    YES
746028   U-Haul Hwy 6 South          Good      1,273  1224   143,673 7.08  25-30   $    0  $488,942    $0.28    YES
746043   U-Haul Center of League
           City                      Good        652   651    55,775 2.65     43   $    0  $ 17,410    $0.03    YES
746044   U-Haul center Katy          Good        598   597    52,575 2.74     47   $    0  $ 11,393    $0.02    YES
757026   U-Haul Center of Alsip      Good        673   660    46,975 4.12     40   $    0  $ 58,553    $0.10    YES
757031   U-Haul Center of Fox Valley Good        816   815    57,575 3.03     49   $    o  $ 17,377    $0.03    YES
757053   U-Haul Center of Naperville Good        762   702   112,270 9.48     49   $    0  $ 27,018    $0.02    YES
759051   U-Haul Center Merrillville  Good        519   513    58,075 4.32     37   $    0  $ 83,122    $0.12    YES
772057   U-Haul - Cool Springs       Good        640   638    81,700 2.89     50   $    0  $  8,897    $0.01    YES
776026   U-Haul Center of Pleasant
           Hill                      Good        640   637    50,500 2.64     45   $    0  $ 21,202    $0.03    YES
776034   U-Haul Center of Conyers    Good        608   608    40,950 2.52     45   $    0  $ 27,264    $0.06    YES
776055   U-Haul Center of
           Highway 124               Good        507   507    42,100 2.78     47   $4,000  $ 53,735    $0.11    YES
777025   U-Haul Storage Highway 85   Good        658   630    55,547 3.01  43-24   $3,200  $130,390    $0.20    YES
777026   U-Haul Center of Kennesaw   Good        781   807    62,800    3     46   $7,550  $ 93,760    $0.12    YES
780022   U-Haul - Gastonia           Good        685   688    56,625 3.45     45   $    0  $ 45,718    $0,07    YES
784052   U-Haul Center Mandarin      Good        471   471    37,000 2.57     47   $    0  $ 29,057    $0.07    YES
785027   U-Haul Center Kirkman Road  Good        581   581    78,540 3.97     45   $    0  $ 15,772    $0.02    YES
785038   U-Haul Center Hunters Creek Good        759   758    58,500 4.76     50   $    0  $  3,621    $0.01    YES
785041   U-Haul Center Ocoee         Good        698   698    98,795 3.61     47   $    0  $  8,831    $0.01    YES
786042   U-Haul Gandy Boulevard      Good        994   999   146,752 7.28     25   $1,000  $981,079    $0.56    YES
785038   U-Haul Center Chantilly     Good        450   450    35,975 2.45     40   $    0  $ 15,489    $0.04    YES
795048   U-Haul Center Dumfries      Good        505   505    38,800    3     48   $    0  $ 37,956    $0.08    YES
795051   U-Haul Center of Newington  Good        774   788    58,825 2.53     50   $    0  $ 25,541    $0.04    YES
795065   U-Haul Center Potomac Mills Good-Fair   184   184    22,806 2.33     44   $    0  $ 68,480    $0.25    YES
796036   U-Haul Center Stoughton     Good        571   571    44,835 3.16     49   $  125  $ 10,099    $0.02    YES
803034   U-Haul Bruckner and 138th
           Street                    Good-Fair   764   764    42,380 0.63     24   $2,000  $106,117    $0.21    YES




                                                                         
818034 U-Haul Center Central Avenue        Good      1,095 1,095 77,830  3.4 46  $ 2,500 $ 83,709  $0.09 YES
825025 U-Haul Center of Southpark          Good        242   242 37,186  2.2 25  $   250 $227,553  $0.51 YES Only gross square
                                                                                                             footage is
829053 U-Haul Center Orange City           Good        528   525 53,610 8.41 50  $     0 $ 16,642  $0.03 YES
829054 U-Haul Center of Lake Mary          Good        816   817 72,625 4.56 42  $   500 $ 75,069  $0.09 YES
829057 U-Haul Center of Semoran            Good        630   623 47,950 5.18 50  $     0 $  4,660  $0.01 YES
834025 U-Haul Center Buckley Road          Good        598   598 40,875 3.54 45  $     0 $ 17,847  $0.04 YES
834035 U-Haul Highlands Ranch              Good        653   653 47,425 2.54 45  $     0 $  8,571  $0.02 YES
836023 U-Haul Center of Grapevine          Good        629   629 50,550 3.55 45  $     0 $ 19,611  $0.03 YES
836026 U-Haul Storage - John T. White      Good        724   724 59,750 4.82 45  $     0 $ 13,705  $0.02 YES
838023 U-Haul Center West Craig Road       Good        744   744 60,300 9.22 45  $   125 $ 19,550  $0.03 YES
838024 U-Haul Center Las Vegas Blvd.       Good        719   639 51,450 2.07 50  $     0 $ 21,629  $0.04 YES
838025 U-Haul Center Nellis Boulevard      Good        765   752 58,490 2.94 45  $     0 $  7,273  $0.01 YES
838058 U-Haul Center Henderson             Good        735   712 53,975 2.41 50  $     0 $  9,808  $0.02 YES
                                                                                                             Replace the extension
                                                                                                             cord mounted to the
882059 U-Haul - South 40th Street          Good-Fair   247   247 31,312 1.65 35  $ 1,175 $ 95,914  $0.26 YES south building
883046 U-Haul Storage Hylton Road          Good-Fair   507   506 38,270 2.18 18  $ 8,650 $233,828  $0.51 YES
883064 U-Haul Center Montgomery Park       Good        348   347 16,840 2.14 30  $     0 $ 30,222  $0.15 YES
884024 U-Haul Center St. Peters            Good        156   156 21,220 4.68 30  $     0 $115,110  $0.45 YES
884056 U-Haul Cenre of DeSoto              Fair        269   269 34,849 2.67 45  $     0 $ 30,122  $0,07 YES
884057 U-Haul - Barksdale                  Good        288   288 51,500 3.81 28  $   500 $109,478  $0.18 YES
884066 U-Haul Center at Kingsley & Jupiter Good        534   526 49,000 1.44 45  $     0 $  8,789  $0.01 YES
884067 U-Haul -Stillwater                  Good        331   331 38,720 5.69 45  $     0 $    512  $0.00 YES
884068 U-Haul Storage Rainbow              Good        794   727 97,666 3.62 45  $     0 $ 50,532  $0.04 YES
884069 U-Haul Center of Key Largo          Good        417   409 45,450 7.37 30  $     o $  7,063  $0.01 YES
884073 U-Haul Center of Maitland           Good        456   395 73,300 8.95 35  $     0 $ 17,663  $0.02 YES
884075 U-Haul center Northern Lights       Good        369   369 40,950 2.27 45  $     0 $ 21,342  $0.04 YES
884077 U-Haul Storage Oxford               Good-Fair   419   419 50,800 3.35 45  $21,116 $148,302  $0.24 YES
884078 U-Haul Center of Arlington          Good        654   654 77,080 4.44 45  $     0 $  6,078  $0.01 YES
884080 U-Haul Center Colonial Boulevard    Good        664   596 77,235 5.69 44  $ 1,000 $105,774  $0.11 YES
884081 U-Haul Center Government Street     Good        134   134 20,540 1.04 47  $     0 $ 12,634  $0.05 YES
884082 Gatorland U-Haul Storage            Good        393   354 54,712 5.12 45  $     0 $ 16,236  $0.02 YES
                                                                                                             Inspect and recharge
                                                                                                             the Fire Extinguishers
884083 U-Haul - Fountain Hills             Good        686   674 60,850 3.53 50  $ 2,000 $ 21,004  $0.03 YES throughout the
                                                     45668 44900                 $57,441



NOTE: THE OPERATIONS OF 721034 ARE



                                   SCHEDULE II

                                  REPLACEMENTS

                                 (See Attached)





                                                                                           RESERVES
PROPERTY                             PROPERTY  UNITS UNITS/                      IMMEDIATE OVER TERM   PSF       QC
#              PROPERTY NAME         CONDITION /PCA  SPREADS  SQ. FT. ACRES  RUL  REPAIRS    (12)    RESERVES COMPLETED  COMMENTS
                                                                                    
721024   U-Haul Prescott             Good        741   741    95,222 3.53     50   $    0  $ 13,464   $0.01    YES
721025   U-Haul Center - Cave Creek  Good        525   530    40,225 2.31     45   $    0  $  7,333   $0.02    YES
721034   U-Haul - Anthem RV          Good        148     0    45,756 5.19     50   $    0  $ 16,223   $0.03    YES      Only gross
                                                                                                                        square
                                                                                                                        footage
721044   U-Haul Bell and Grand       Good        556   564    47.675 2.28     45   $    0  $ 18,248   $0.03    YES
721045   U-Haul - Anthem Way         Good        552   545    60,100  2.5     50   $    0  $  6,909   $0.01    YES
721046   U-Haul - I-17 and Deer
           Valley                    Good        701   702    87,360 2.27     47   $    0  $ 17,433   $0.02    YES
                                                                                                                        Repair
                                                                                                                        damaged
                                                                                                                        exterior
721047   U-Haul - 87th & Bell        Good        507   508    41,600 1.75     45   $  250  $ 15,439   $0.03    YES      concrete
                                                                                                                        stairs at
                                                                                                                        the loading
722036   U-Haul Center Chamber Road  Good        832   824    62,360 3.47     50   $    0  $ 10,877   $0.01    YES
724024   U-Haul center and Storage
           of Montana                Good        530   530    43,400 2.35     45   $    0  $  1,308   $0.00    YES
724026   U-Haul Center Rio Rancho    Good        319   312    47,661 3.37     35   $1,000  $ 82,292   $0.14    YES      Install
                                                                                                                        Fire
                                                                                                                        Extingushers
729051   U-Haul Center Apple Valley  Good        527   514    52,731 4.57     48   $    0  $ 18,380   $0.03    YES
734032   U-Haul - Lexena             Good        923   917    73,485 4.39     47   $  500  $266,120   $0.30    YES
736051   U-Haul St. Peters           Good        652   654    48,355 2.44     50   $    0  $  3,605   $0.01    YES
736054   U-Haul - O'Fallon           Good        646   640    55,049  2.2     48   $    0  $  1,890   $0.00    YES
737023   U-Haul Center Slaughter
           Lane                      Good        558   558    41,150 4.12     47   $    0  $  9,405   $0.02    YES
737028   U-Haul Center Cen-Tex       Good        522   500    79,325 4.86     45   $    0  $  1,469   $0.00    YES
739050   U-Haul Center of Crystal
           Lake                      Good        758   756    68,100 8.77     20   $    0  $314,208   $0.38    YES
741025   U-Haul Center of McKinney   Good        602   543    59,305  540     48   $    0  $    448   $0.00    YES
741027   U-Haul Center Tollwat       Good        608   608    46,200 2.61     45   $    0  $  7,166   $0.01    YES
741041   U-Haul Center of Lewisville Good        698   698    53,900 5.09     44   $    0  $  3,582   $0.01    YES
745057   U-Haul Highway 290          Good        656   656    52,865 3.87     45   $    0  $ 21,255   $0.03    YES
746028   U-Haul Hwy 6 South          Good      1,273  1224   143,673 7.08  25-30   $    0  $488,942   $0.28    YES
746043   U-Haul Center of League
           City                      Good        652   651    55,775 2.65     43   $    0  $ 17,410   $0.03    YES
746044   U-Haul center Katy          Good        598   597    52,575 2.74     47   $    0  $ 11,393   $0.02    YES
757026   U-Haul Center of Alsip      Good        673   660    46,975 4.12     40   $    0  $ 58,553   $0.10    YES
757031   U-Haul Center of Fox Valley Good        816   815    57,575 3.03     49   $    0  $ 17,377   $0.03    YES
757053   U-Haul Center of Naperville Good        762   702   112,270 9.48     49   $    0  $ 27,018   $0.02    YES
759051   U-Haul Center Merrillville  Good        519   513    58,075 4.32     37   $    0  $ 83,122   $0.12    YES
772057   U-Haul - Cool Springs       Good        640   638    81,700 2.89     50   $    0  $  8,897   $0.01    YES
776026   U-Haul Center of Pleasant
           Hill                      Good        640   637    50,500 2.64     45   $    0  $ 21,202   $0.03    YES
776034   U-Haul Center of Conyers    Good        608   608    40,950 2.52     45   $    0  $ 27,264   $0.06    YES
776055   U-Haul Center of
           Highway 124               Good        507   507    42,100 2.78     47   $4,000  $ 53,735   $0.11    YES
777025   U-Haul Storage Highway 85   Good        658   630    55,547 3.01  43-24   $3,200  $130,390   $0.20    YES
777026   U-Haul Center of Kennesaw   Good        781   807    62,800    3     46   $7,550  $ 93,760   $0.12    YES
780022   U-Haul - Gastonia           Good        685   688    56,625 3.45     45   $    0  $ 45,718   $0.07    YES
784052   U-Haul Center Mandarin      Good        471   471    37,000 2.57     47   $    0  $ 29,057   $0.07    YES
785027   U-Haul Center Kirkman Road  Good        581   581    78,540 3.97     45   $    0  $ 15,772   $0.02    YES
785038   U-Haul Center Hunters Creek Good        759   758    58,500 4.76     50   $    0  $  3,621   $0.01    YES
785041   U-Haul Center Ocoee         Good        698   698    98,795 3.61     47   $    0  $  8,831   $0.01    YES
786042   U-Haul Gandy Boulevard      Good        994   999   146,752 7.28     25   $1,000  $981,079   $0.56    YES
795038   U-Haul Center Chantilly     Good        45O   45O    35,975 2.45     40   $    0  $ 15,489   $0.04    YES
795048   U-Haul Center Dumfries      Good        505   505    38,800    3     48   $    o  $ 37,956   $0.08    YES
795051   U-Haul Center of Newington  Good        774   788    58,825 2.53     50   $    0  $ 25,541   $0.04    YES
795065   U-Haul Center Potomac Mills Good-Fair   184   184    22,806 2.33     44   $    0  $ 68,480   $0.25    YES
796036   U-Haul Center Stoughton     Good        571   571    44,835 3.16     49   $  125  $ 10,099   $0.02    YES
803034   U-Haul Bruckner and 138th
           Street                    Good-Fair   764   764    42,380 0.63     24   $2,000  $106,117   $0.21    YES




                                                                         
818034 U-Haul Center Central Avenue        Good      1,095 1,095 77,830  3.4 46  $ 2,500 $  83,709 $0.09 YES
825025 U-Haul Center of Southpark          Good        242   242 37,186  2.2 25  $   250 $ 227,553 $0.51 YES Only gross square
                                                                                                             footage is
829053 U-Haul Center Orange City           Good        528   525 53,610 8.41 50  $     0 $  16,642 $0.03 YES
829054 U-Haul Center of Lake Mary          Good        816   817 72,625 4.56 42  $   500 $  75,069 $0.09 YES
829057 U-Haul Center of Semoran            Good        630   623 47,950 5.18 50  $     0 $   4,660 $0.01 YES
834025 U-Haul Center Buckley Road          Good        598   598 40,875 3.54 45  $     0 $  17,847 $0.04 YES
834035 U-Haul Highlands Ranch              Good        653   653 47,425 2.54 45  $     0 $   8,571 $0.02 YES
836023 U-Haul Center of Grapevine          Good        629   629 50,550 3.55 45  $     0 $  19,611 $0.03 YES
836026 U-Haul Storage - John T. White      Good        724   724 59,750 4.82 45  $     0 $  13,705 $0.02 YES
838023 U-Haul Center West Craig Road       Good        744   744 60,300 9.22 45  $   125 $  19,550 $0.03 YES
838024 U-Haul Center Las Vegas Blvd.       Good        719   639 51,450 2.07 50  $     0 $  21,629 $0.04 YES
838025 U-Haul Center Nellis Boulevard      Good        765   752 58,490 2.94 45  $     0 $   7,273 $0.01 YES
838058 U-Haul Center Henderson             Good        735   712 53,975 2.41 50  $     0 $   9,808 $0.02 YES
                                                                                                             Replace the extension
                                                                                                             cord mounted to the
882059 U-Haul - South 40th Street          Good-Fair   247   247 31,312 1.65 35  $ 1,175 $  95,914 $0.26 YES south building
883046 U-Haul Storage Hylton Road          Good-Fair   507   506 38,270 2.18 18  $ 8,650 $ 233,828 $0.51 YES
883064 U-Haul Center Montgomery Park       Good        348   347 16,840 2.14 30  $     O $  30,222 $0.15 YES
884024 U-Haul Center St. Peters            Good        156   156 21,220 4.68 30  $     0 $ 115,110 $0.45 YES
884056 U-Haul Cenre of DeSoto              Fair        269   269 34,849 2.67 45  $     0 $  30,122 $0.07 YES
884057 U-Haul - Barksdale                  Good        288   288 51,500 3.81 28  $   500 $ 109,478 $0.18 YES
884066 U-Haul Center at Kingsley & Jupiter Good        534   526 49,000 1.44 45  $     0 $   8,789 $0.01 YES
884067 U-Haul - Stillwater                 Good        331   331 38,720 5.69 45  $     0 $     512 $0.00 YES
884068 U-Haul Storage Rainbow              Good        794   727 97,666 3.62 45  $     0 $  50,532 $0.04 YES
884069 U-Haul Center of Key Largo          Good        417   409 45,450 7.37 30  $     0 $   7,063 $0.01 YES
884073 U-Haul Center of Maitland           Good        456   395 73,300 8.95 35  $     0 $  17,663 $0.02 YES
884075 U-Haul center Northern Lights       Good        369   369 40,950 2.27 45  $     0 $  21,342 $0.04 YES
884077 U-Haul Storage Oxford               Good-Fair   419   419 50,800 3.35 45  $21,116 $ 148,302 $0.24 YES
884078 U-Haul Center of Arlington          Good        654   654 77,080 4.44 45  $     0 $   6,078 $0.01 YES
884080 U-Haul Center Colonial Boulevard    Good        664   596 77,235 5.69 44  $ 1,000 $ 105,774 $0.11 YES
884081 U-Haul Center Government Street     Good        134   134 20,540 1.04 47  $     0 $  12,634 $0.05 YES
884082 Gatorland U-Haul Storage            Good        393   354 54,712 5.12 45  $     0 $  16,235 $0.02 YES
                                                                                                             Inspect and recharge
                                                                                                             the Fire Extinguishers
884083 U-Haul - Fountain Hills             Good        686   674 60,850 3.53 50  $ 2,000 $  21,004 $0.03 YES throughout the
                                                     45668 44900                 $57,441



NOTE: THE OPERATIONS OF 721034 ARE



                                  SCHEDULE III

                             ALLOCATED LOAN AMOUNTS



Property                                        Amount
                                             




                             Appreciated              Acquisition       Acquisition                  Mortgage
                             Stabilized                 Prior              Prior         Mortgage     Amount
   City              State      Value               (Excluding for)   (Including for)     Amount    (Rounded)
   --------------------------------------           -----------------------------------------------------------
                                                                            
48 MOBILE            AL        700,000      0.24%         708,926         738,142         433,048      434,000
47 OXFORD            AL      2,000,000      0.67%       2,916,074       2,108,977       1,237,281    1,237,000
41 FOUNTAIN HILLS    AZ      4,100,000      1.38%       4,128,851       4,323,403       2,536,425    2,536,000
50 PEORIA            AZ      1,218,000      1.08%       3,232,588       3,384,909       1,985,836    1,986,000
51 PHOENIX EAST      AZ      1,000,000      0.34%       1,007,037       1,054,489         618,640      619,000
45 PHOENIX WEST      AZ      4,200,000      1.42%       4,229,555       4,428,352       2,598,289    2,598,000
44 PHOENIX WEST      AZ      1,900,000      0.64%       1,913,370       2,003,528       1,175,417    1,175,000
43 PHOENIX WEST      AZ      3,618,000      1.29%       3,916,810       4,017,602       2,357,020    2,357,000
42 PHOENIX WEST      AZ      4,000,000      1.35%       4,088,147       4,217,955       2,474,561    2,475,000
46 PRESCOTT          AZ      4,200,000      1.42%       4,318,588       4,428,852       2,998,289    2,598,000
49 SURPRISE          AZ      4,300,000      1.45%       4,333,258       4,334,301       2,660,153    2,660,000
59 AURORA SOUTH      CO      3,258,809      1.10%       3,378,878       3,427,988       2,018,981    2,011,000
40 DENVER NORTH      CO      4,390,000      1.47%       4,302,610       4,587,326       2,491,085    2,691,000
38 LITTLETON         CO      4,200,000      1.42%       4,239,855       4,828,852       2,598,299    2,598,000
29 FORT MYERS        FL      5,000,000      1.69%       5,559,936       5,293,533       3,105,575    3,108,000
57 JACKSONVILLE      FL      3,000,000      1.01%       3,887,110       3,169,886       1,855,021    1,856,000
30 KEY LARGO         FL      3,410,000      1.15%       3,435,995       3,595,306       2,109,564    2,110,000
35 OCOEE             FL      4,500,000      1.52%       4,531,505       4,745,199       2,783,882    2,784,000
33 ORANGE CITY       FL      4,280,000      1.42%       4,249,595       4,449,942       2,510,662    2,611,000
62 ORLANDO           FL      5,000,000      1.82%       5,437,899       5,694,230       3,560,658    3,341,000
36 ORLANDO           FL      5,798,000      1.94%       5,788,442       6,063,310       3,557,182    3,557,000
53 ORLANDO           FL      4,306,000      1.43%       4,369,336       4,473,032       2,629,035    2,823,000
59 ORLANDO NORTH     FL      1,000,000      1.01%       3,081,150       3,163,466       1,855,921    1,856,000
32 SANFORD           FL      4,000,000      1.35%       4,516,147       4,217,055       2,474,561    2,435,000
54 TAMPA             FL      4,200,000      1.59%       4,735,873       4,556,097       2,907,610    2,908,000
31 WINTER PARK       FL      4,098,000      1.35%       4,588,347       4,337,955       2,476,561    2,475,000
57 CONYERS           GA      3,798,000      1.27%       3,776,388       3,956,332       2,318,901    2,320,000
27 KENNESAW          GA      4,000,000      1.59%       4,637,369       4,250,648       2,358,216    2,046,000
56 LAWRENCEVILLE     GA      3,000,000      1.28%       3,886,340       4,007,057       2,350,833    2,351,000
55 RIVERDALE         GA      4,288,000      1.49%       4,500,227       4,513,211       2,667,781    2,688,000
28 SNELLVILE         GA      2,200,000      1.08%       3,328,188       3,337,364       1,979,649    1,900,000
26 SMYRNA            GA        400,000      0.17%         400,000         536,598                            -
25 ALEDO             IL      4,004,000      1.48%       4,438,383       2,539,750       2,722,018    2,732,000
24 AURORA            IL      5,000,000      1.69%       5,036,184       5,322,443       3,093,302    3,093,000
58 CRYSTAL LAKE      IL      5,100,000      1.72%       5,185,884       5,377,892       3,155,056    3,155,000
23 NAPERVILLE        IL      6,798,000      2.28%       6,791,498       7,117,798       4,175,822    4,176,000
22 MERRELLVILLE      IN      4,000,000      1.45%       4,330,254       4,534,301       2,660,155    2,660,000
21 LIMEXA            KS      4,100,000      1.34%       4,230,351       4,323,403       2,530,425    2,536,000
59 BORDER CITY       LA      2,000,000      0.74%       2,328,681       2,319,875       1,361,000    1,361,000
61 CHICOPEE          MA      1,190,000      0.39%       1,258,002       1,212,662         711,456      711,000
20 STOUGHTON         MA      4,000,000      1.38%       4,338,280       4,313,859       2,520,239    2,530,000
60 CAPITAL HEIGHTS   MD     10,000,000      3.51%      10,575,183      10,066,882       6,433,360    6,438,000
19 APPLE VALLEY      MN      3,000,000      1.01%       3,564,330       3,363,864       1,833,921    1,856,000
16 O'FALLON          MO      4,000,000      1.39%       4,667,042       4,267,963       2,434,564    2,475,000
17 LAKE CHARLES      MO      3,500,000      1.19%       3,534,699       3,650,710       2,163,341    2,165,000
18 HATTIESBURG       MS        450,000      0.19%         488,267         434,520         278,368      278,000
66 GASTONIA          NC      3,200,000      1.25%       3,786,836       3,901,688       2,286,969    2,280,000
68 PENNSAUKEN        NJ      1,700,000      0.57%       1,711,963       1,792,631       1,651,699    1,052,000
64 RIO RANCHO        NM      1,368,000      0.66%       1,963,222       2,056,353       1,206,349    1,204,000
13 HENDERSON         NV      4,000,000      1.35%       4,238,347       4,217,955       2,474,561    2,475,000
62 LAS VEGAS         NV      4,100,000      1.38%       4,238,381       4,233,103       2,556,625    2,536,000
14 LAS VEGAS         NV      4,456,000      1.49%       4,448,532       4,560,295       2,278,204    2,728,000
12 LAS VEGAS         NV      6,000,000      2.23%       6,546,663       6,999,625       4,083,026    4,083,000
15 NORTH LAS VEGAS   NV      5,000,000      1.06%       5,538,702       5,799,588       3,402,523    3,403,000
65 BRONX             NY      5,000,000      1.91%       5,688,264       5,957,861       3,403,318    3,495,000
11 COLUMBUS          OH      1,000,000      0.61%       1,832,646       1,838,080       1,113,553    1,114,000
67 STILLWATER        OK      1,300,000      0.46%       1,308,348       1,370,855         804,252      804,000
10 BRENTWOOD         TN      4,710,000      1.59%       4,745,263       4,966,641       2,913,796    2,914,000
75 ARLINGTON         TX      3,000,000      1.28%       3,826,740       4,007,057       2,350,333    2,351,000
76 AUSTIN            TX      4,000,000      1.37%       4,078,499       4,270,670       2,505,403    2,505,000
 4 DALLAS            TX      2,608,000      0.88%       2,618,296       2,741,670       1,608,465    1,608,000
 5 DESOTO            TX      1,000,000      0.54%       1,307,837         105,449         618,640      619,000
70 EL PASO           TX      5,150,000      1.04%       3,172,186       3,321,639       1,948,717    1,939,000
74 FORT WORTH        TX      4,500,000      1.47%       4,300,000       4,597,570       2,607,272    2,797,000
 6 GRAPEVINE         TX      5,530,000      1.87%       5,563,003       5,831,322       3,421,061    3,421,000
72 HOUSTON NORTH     TX      1,000,000      1.15%       3,823,005       3,585,201       2,103,377    2,103,000
71 HOUSTON SOUTH     TX      5,000,000      1.69%       5,006,184       5,272,443       3,093,382    3,003,000
73 HOUSTON SOUTH     TX      3,320,000      1.19%       3,564,260       3,711,800       2,177,644    2,170,000
 9 KILLEEN           TX      3,190,000      1.00%       3,212,443       3,343,819       1,973,000    1,973,000
 7 LEAGUE CITY       TX      1,710,000      1.35%       3,716,106       2,912,913       2,295,156    2,295,000
69 LEWISVILLE        TX      4,800,000      1.35%       4,038,547       4,217,955       2,474,561    2,750,000
 8 MC KINNEY         TX      3,500,000      1.28%       3,826,740       4,007,057       2,350,833    2,350,000
68 PLANO             TX      4,500,000      1.58%       4,782,803       4,945,552       2,901,403    2,901,000
77 CHANTILLY         VA      4,800,000      1.62%       4,833,777       5,061,545       1,969,474    2,969,000
 1 COLONIAL HEIGHTS  VA      1,120,000      0.38%       1,127,889       1,181,027         692,877      683,000
 3 MANASSAS          VA      4,360,000      1.44%       4,319,317       4,513,211       2,647,761    2,647,000
 2 NEWINGTON         VA      7,000,000      2.36%       7,849,258       7,381,420       4,330,482    4,330,000
78 WOODBRIDGE        VA      2,360,000      0.97%       2,880,825       3,015,838       1,769,311    1,770,000

                           296,300,000    100.00%     398,385,850     312,444,983     183,000,000  183,000,000



                                   SCHEDULE IV

                           EXCEPTIONS TO SECTION 4.13

                                      NONE.



                                   SCHEDULE V

                           EXCEPTIONS TO SECTION 4.16

                                      NONE



                                   SCHEDULE VI

                           EXCEPTIONS TO SECTION 4.29

                                      NONE.

EX-10.5

                                                                    EXHIBIT 10.5

                       GUARANTY AND SURETYSHIP AGREEMENT

      THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty"), dated as of the
31st day of March, 2004, made by U-HAUL INTERNATIONAL, INC., a Nevada
corporation ("Guarantor"), to UH STORAGE (DE) LIMITED PARTNERSHIP, a Delaware
limited partnership ("Landlord").

                                   W I T N E S S E T H:

      WHEREAS, Landlord, as lessor, has entered into a Lease Agreement of even
date herewith (the "Lease"), in which Landlord leased to U-Haul Moving Partners,
Inc., a Nevada limited partnership ("Tenant"), certain premises listed on
Schedule A attached hereto (collectively, the "Leased Premises");

      WHEREAS, all of the issued and outstanding partnership interests of Tenant
are owned by Guarantor; and

      WHEREAS, the execution and delivery by Guarantor of this Guaranty is a
material inducement to Landlord to execute the Lease, and Guarantor expects to
derive financial benefit from the Lease.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is hereby acknowledged by
Guarantor, and intending to be legally bound, Guarantor hereby covenants and
agrees as follows:

                                   ARTICLE I.
                                   GUARANTEE

      1.01. Guaranteed Obligations. Guarantor hereby absolutely
unconditionally and irrevocably guarantees to and becomes surety for Landlord
and its successors and assigns for the due, punctual and full payment,
performance and observance of, and covenants with Landlord to duly, punctually
and fully pay and perform, the following (collectively, the "Guaranteed
Obligations"):

      (a) the full and timely payment of all Rent and all other amounts due or
to become due to Landlord from Tenant under the Lease or any other agreement or
instrument executed in connection therewith, including without limitation the
Seller/Lessee's Certificate of even date therewith in favor of Landlord, whether
now existing or hereafter arising, contracted or incurred (collectively, the
"Monetary Obligations"); and

      (b) all covenants, agreements, terms, obligations and conditions,
undertakings and duties contained in the Lease to be observed, performed by or
imposed upon Tenant under the Lease, whether now existing or hereafter arising,
contracted or incurred (collectively, the "Performance Obligations"),

as and when such payment, performance or observance shall become due (whether by
acceleration or otherwise) in accordance with the terms of the Lease, which
terms are incorporated herein by reference. The Guaranteed Obligations shall not
be affected by the Tenant's voluntary or involuntary bankruptcy, assignment for
the benefit of creditors reorganization or similar proceeding affecting the
Tenant. If for any reason any Monetary Obligation shall not be paid promptly
when due, Guarantor shall, immediately upon demand, pay



the same to Landlord when due under the terms of the Lease. If for any reason
Tenant shall fail to perform or observe any Performance Obligation, Guarantor
shall, immediately upon demand, perform and observe the same or cause the same
to be performed or observed. If, by reason of any bankruptcy, insolvency or
similar laws affecting the rights of creditors, Landlord shall be prohibited
from exercising any of Landlord's rights and remedies, including, but not
limited to, enforcement of the terrns of the Lease against the Tenant, then as
to Guarantor such prohibition shall be of no force and effect, and Landlord
shall have the right to make demand upon, and receive payment and/or performance
from Guarantor of all Guaranteed obligations and Guarantor's obligation in this
respect shall be primary and not secondary. Guarantor shall pay all Monetary
Obligations to Landlord at the address and in the manner set forth in the Lease
or at such other address as Landlord shall notify Guarantor in writing.

      1.02. Guarantee Unconditional. The obligations of Guarantor hereunder are
continuing, absolute and unconditional, irrespective of any circumstance
whatsoever which might otherwise constitute a legal or equitable discharge or
defense of a guarantor or surety. Without limiting the generality of the
foregoing, the obligations of Guarantor hereunder shall remain in full force and
effect without regard to, and shall not be released, discharged, abated,
impaired or in any way affected by:

      (a) any amendment, modification, extension, renewal or supplement to the
Lease or any termination of the Lease or any interest therein;

      (b) any assumption by any party of Tenant's or any other party's
obligations under, or Tenant's or any other party's assignment of any of its
interest in, the Lease;

      (c) any exercise or nonexercise of or delay in exercising any right,
remedy, power or privilege under or in respect of this Guaranty or the Lease or
pursuant to applicable law (even if any such right, remedy, power or privilege
shall be lost thereby), including, without limitation, any so-called self-help
remedies, or any waiver, consent, compromise, settlement, indulgence or other
action or inaction in respect thereof;

      (d) any change in the financial condition of Tenant, the voluntary or
involuntary liquidation, dissolution, sale of all or substantially all of the
assets, marshalling of assets and liabilities, receivership, conservatorship,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting Landlord, Tenant or Guarantor or any of their assets or any
impairment, modification, release or limitation of liability of Landlord, Tenant
or Guarantor or their respective estates in bankruptcy or of any remedy for the
enforcement of such liability resulting from the operation of any present or
future provision of the United States Bankruptcy Code or other similar statute
or from the decision of any court;

      (e) any extension of time for payment or performance of the Guaranteed
Obligations or any part thereof;

      (f) the genuineness, invalidity or unenforceability of all or any portion
or provision of the Lease;

      (g) any defense that may arise by reason of the failure of Landlord to
file or enforce a claim against the estate of Tenant in any bankruptcy or other
proceeding;

      (h) the release or discharge of or accord and satisfaction with of Tenant
or any other person or entity from performance or observance of any of the
agreements, covenants, terms or conditions contained in the Lease by operation
of law or otherwise;

                                      -2-


      (i) the failure of Landlord to keep Guarantor advised of Tenant's
financial condition, regardless of the existence of any duty to do so;

      (j) any assignment by Landlord of all of Landlord's right, title and
interest in, to and under the Lease and/or this Guaranty as collateral security
for any Loan;

      (k) any present or future law or order of any government (de jure or de
facto) or of any agency thereof purporting to reduce, amend or otherwise affect
the Guaranteed Obligations or any or all of the obligations, covenants or
agreements of Tenant under the Lease (except by payment in full of all
Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in
full of all Guaranteed Obligations);

      (l) the default or failure of Guarantor fully to perform any of its
obligations set forth in this Guaranty;

      (m) any actual, purported or attempted sale, assignment or other transfer
by Landlord of the Lease or the Leased Premises or any part thereof or of any of
its rights, interests or obligations thereunder;

      (n) any merger or consolidation of Tenant into or with any other entity,
or any sale, lease, transfer or other disposition of any or all of Tenant's
assets or any sale, transfer or other disposition of any or all of the shares of
capital stock or other securities of Tenant or any affiliate of Tenant to any
other person or entity;

      (o) Tenant's failure to obtain, protect, preserve or enforce any rights in
or to the Lease or the Leased Premises or any interest therein against any party
or the invalidity or unenforceability of any such rights; or

      (p) any other event, action, omission or circumstances which might in any
manner or to any extent impose any risk to Guarantor or which might otherwise
constitute a legal or equitable release or discharge of a guarantor or surety.

all of which may be given or done without notice to, or consent of, Guarantor.

No setoff, claim, reduction or diminution of any obligation, or any defense of
any kind or nature which Tenant or Guarantor now has or hereafter may have
against Landlord shall be available hereunder to Guarantor against Landlord.

      1.03. Disaffirmance of Lease. Guarantor agrees that, in the event of
rejection or disaffirmance of the Lease by Tenant or Tenant's trustee in
bankruptcy pursuant to the United States Bankruptcy Code or any other law,
Guarantor will, if Landlord so requests, assume all obligations and liabilities
under the express terms of the Lease, to the same extent as if Guarantor had
been originally named instead of Tenant as a party to the Lease and there had
been no rejection or disaffirmance; and Guarantor will confirm such assumption
in writing at the request of Landlord on or after such rejection or
disaffirmance. Guarantor, upon such assumption, shall have all rights of Tenant
under the Lease (to the extent permitted by law).

      1.04. No Notice or Duty to Exhaust Remedies. Guarantor hereby waives
notice of any default in the payment or non-performance of any of the Guaranteed
Obligations (except as expressly required hereunder), diligence, presentment,
demand, protest and all notices of any kind. Guarantor agrees that liability
under this Guaranty shall be primary and hereby waives any requirement that
Landlord exhaust any right or remedy, or proceed first or at any time, against
Tenant or any other guarantor of, or any security for, any of the Guaranteed
Obligations.

                                      -3-


Guarantor hereby waives notice of any acceptance of this Guaranty and all
matters and rights which may be raised in avoidance of, or in defense against,
any action to enforce the obligations of Guarantor hereunder. Guarantor hereby
waives any and all suretyship defenses or defenses in the nature thereof without
in any manner limiting any other provision of this Guaranty. This Guaranty
constitutes an agreement of suretyship as well as of guaranty, and Landlord may
pursue its rights and remedies under this Guaranty and under the Lease in
whatever order, or collectively, and shall be entitled to payment and
performance hereunder notwithstanding any action taken by Landlord or inaction
by Landlord to enforce any of its rights or remedies against any other
guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of
payment and performance and not merely of collection.

      Landlord may pursue its rights and remedies under this Guaranty
notwithstanding any other guarantor of or security for the Guaranteed
Obligations or any part thereof. Guarantor authorizes Landlord, at its sole
option, without notice or demand and without affecting the liability of
Guarantor under this Guaranty, to terminate the Lease, either in whole or in
part, in accordance with its terms.

      Each default on any of the Guaranteed Obligations shall give rise to a
separate cause of action and separate suits may be brought hereunder as each
cause of action arises or, at the option of Landlord any and all causes of
action which arise prior to or after any suit is commenced hereunder may be
included in such suit.

      1.05. Subrogation. The Guarantor will not exercise any rights which it may
acquire by way of subrogation, indemnification or contribution, by reason of any
payment made by it hereunder or otherwise, until after the date on which all of
the Guaranteed Obligations shall have been satisfied and performed in full and,
until such time, any such rights against the Tenant shall be fully subordinate
in lien and payment to any claim which the Landlord now or hereafter has against
the Tenant. If any amount shall be paid to the Guarantor on account of such
subrogation, indemnification or contribution at any time when all of the
Guaranteed Obligations and all other expenses guaranteed pursuant hereto shall
not have been paid and performed in full, such amount shall be held in trust for
the benefit of the Landlord, shall be segregated from the other funds of the
Guarantor and shall forthwith be paid over to the Landlord to be applied in
whole or in part by the Landlord against the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms of the Lease. Guarantor
waives all rights and defenses arising out of an election of remedies by the
Landlord, even though that election of remedies has destroyed the Guarantor's
rights of subrogation and reimbursement against the Tenant by the operation of
Section 580d of the California Code of Civil Procedure or otherwise.

                                  ARTICLE 11.
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

      2.01. Representations and Warranties. The representations and warranties
made by Guarantor in that certain Guarantor's Certificate of even date herewith
made by Guarantor in favor of Landlord are hereby incorporated by reference
herein (with all related definitions). Guarantor hereby represents and warrants
to Landlord as provided therein.

      2.02. Financial Statements; Books and Records.

      (a) Guarantor shall keep adequate records and books of account with
respect to the finances and business of Guarantor generally and with respect to
the Leased Premises, in accordance with generally accepted accounting principles
("GAAP") consistently applied, and

                                      -4-


shall permit Landlord and Lender by their respective agents, accountants and
attorneys, upon reasonable notice to Guarantor, to examine (and make copies of)
the records and books of account and to discuss the finances and business with
the officers of Guarantor, at such reasonable times as may be requested by
Landlord or Lender. Upon the request of Lender or Landlord (either
telephonically or in writing), Guarantor shall provide the requesting party with
copies of any information to which such party would be entitled in the course of
a personal visit.

      (b) If at any time during the Term, Guarantor ceases to be a publicly
traded company and/or its financial reports and statements (e.g. 10-K and 10-Q
reports) are no longer available to Landlord via Edgar or other online reporting
sources without material cost to Landlord, then Guarantor shall deliver to
Landlord and to Lender (i) within one hundred twenty (120) days of the close of
each fiscal year, annual audited financial statements of Guarantor prepared by
nationally recognized independent certified public accountants and (ii) within
seventy-five (75) days after the end of each of the three remaining fiscal
quarters unaudited financial statements and all other quarterly reports of
Guarantor, certified by Guarantor's chief financial officer, and all filings, if
any, of Form 10-K, Form 10-Q and other required filings with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934, as amended, or any other Law. All financial statements of Guarantor shall
be prepared in accordance with GAAP consistently applied. All annual financial
statements shall be accompanied (i) by an opinion of said accountants stating
that (A) there are no qualifications as to the scope of the audit and (B) the
audit was performed in accordance with GAAP and (ii) by the affidavit of the
president or a vice president of Guarantor, dated within five (5) days of the
delivery of such statement, stating that (C) the affiant knows of no Event of
Default, or event which, upon notice or the passage of time or both, would
become an Event of Default which has occurred and is continuing hereunder or, if
any such event has occurred and is continuing, specifying the nature and period
of existence thereof and what action Guarantor has taken or proposes to take
with respect thereto and (D) except as otherwise specified in such affidavit,
that Guarantor has fulfilled all of its obligations under this Guaranty which
are required to be fulfilled on or prior to the date of such affidavit.

      2.03. Notice of Certain Events. Promptly upon becoming aware thereof,
Guarantor shall give Landlord notice of (i) the commencement, existence or
threat of any proceeding by or before any duly constituted governmental
authority or agency against or affecting Guarantor which, if adversely decided,
would have a material adverse effect on the business, operations or condition,
financial or otherwise, of Guarantor or on its ability to perform its
obligations hereunder or (ii) any material adverse change in the business,
operations or condition, financial or otherwise, of Guarantor.

      2.04. Estoppel Certificates. Guarantor shall, at any time upon not less
than ten (10) days' prior written request by Landlord or Lender, deliver to the
party requesting the same a statement in writing, executed by the president or a
vice president of Guarantor, certifying (i) that, except as otherwise specified,
this Guaranty is unmodified and in full force in effect, (ii) that, except as
otherwise specified, Guarantor is not in default hereunder and that no event has
occurred or condition exists which with the giving of notice or the passage of
time or both would constitute a default hereunder, (iii) that, except as
otherwise specified, Guarantor has no defense, setoff or counterclaim against
Landlord arising out of or in any way related to this Guaranty, (iv) that,
except as otherwise specified, there are not proceedings pending or, to the
knowledge of Guarantor, threatened against Guarantor before any court, arbiter
or administrative agency which, if adversely decided, could have a material
adverse effect on the business, operations or conditions, financial or
otherwise, of Guarantor or on its ability to perform its obligations hereunder
and (v) such other matters as Landlord or Lender may reasonably request.

                                      -5-


                                  ARTICLE III.
                               EVENTS OF DEFAULT

      3.01. Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default" under this Guaranty upon
written notice from Landlord declaring such Event of Default (provided, that
with respect to clauses (h), (i), (j) and (k) below, no notice shall be
required):

      (a) a failure by Guarantor to make any payment of any Monetary Obligation,
regardless of the reason for such failure;

      (b) a failure by Guarantor duly to perform and observe, or a violation or
breach of, any other provision hereof not otherwise specifically mentioned in
this Section 3.01;

      (c) any representation or warranty made by Guarantor herein or in any
certificate, demand or request made pursuant hereto proves to be untrue or
incorrect, as of the date made, in any material respect;

      (d) a default beyond any applicable cure period by Guarantor in any
payment of principal or interest on any obligations for borrowed money having an
original principal balance of $10,000,000 or more in the aggregate, or in the
performance of any other provision contained in any instrument under which any
such obligation is created or secured (including the breach of any covenant
thereunder), (i) if such payment is a payment at maturity or a final payment, or
(ii) if an effect of such default is to cause, or permit any person to cause,
such obligation to become due prior to its stated maturity;

      (e) a default by Guarantor beyond any applicable cure period in the
payment of rent under, or in the performance of any other material provision of,
any leases (excluding the Lease) with rental obligations over the terms thereof
of $10,000,000 or more in the aggregate;

      (f) a final, non-appealable judgment or judgments for the payment of money
in excess of $10,000,000 in the aggregate shall be rendered against Guarantor
and the same shall remain undischarged for a period of sixty (60) consecutive
days;

      (g) Intentionally Omitted;

      (h) Guarantor shall (A) voluntarily be adjudicated a bankrupt or
insolvent, (B) seek or consent to the appointment of a receiver for itself or
its assets, (C) file a petition seeking relief under the bankruptcy or other
similar laws of the United States, any state or any jurisdiction, (D) make a
general assignment for the benefit of creditors, or (E) shall declare in writing
its inability to pay its debts as they mature;

      (i) a court shall enter an order, judgment or decree appointing, without
the consent of Guarantor, a receiver or trustee for it or approving a petition
filed against Guarantor which seeks relief under the bankruptcy or other similar
laws of the United States, any state or any jurisdiction, and such order,
judgment or decree shall remain undischarged or unstayed ninety (90) days after
it is entered;

      (j) Guarantor shall be liquidated or dissolved or shall begin proceedings
towards its liquidation or dissolution; or

                                      -6-


      (k) Guarantor shall sell or transfer or enter into an agreement to sell or
transfer all or substantially all of its assets.

                                   ARTICLE IV.
                                  MISCELLANEOUS

      4.01. Effect Of Bankruptcy Proceedings. This Guaranty shall continue to be
effective, or be automatically reinstated, as the case may be, if at any time
payment, in whole or in part, of any of the Guaranteed Obligations is rescinded
or must otherwise be restored or returned by Landlord as a preference,
fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar
law, all as though such payment had not been made. Guarantor hereby agrees to
indemnify Landlord against, and to save and hold Landlord harmless from any
required return by Landlord, or recovery from Landlord, of any such payment
because of its being deemed preferential under applicable bankruptcy,
receivership or insolvency laws, or for any other reason. If an Event of Default
at any time shall have occurred and be continuing or exist and declaration of
default or acceleration under or with respect to the Lease shall at such time be
prevented by reason of the pendency against Tenant of a case or proceeding under
any bankruptcy or insolvency law, Guarantor agrees that, for purposes of this
Guaranty and its obligations hereunder, the Lease shall be deemed to have been
declared in default or accelerated with the same effect as if the Lease had been
declared in default and accelerated in accordance with the terms thereof, and
Guarantor shall forthwith pay and perform the Guaranteed Obligations in full
without further notice or demand.

      4.02. Further Assurances. From time to time upon the request of Landlord,
Guarantor shall promptly and duly execute, acknowledge and deliver any and all
such further instruments and documents as Landlord may deem necessary or
desirable to confirm this Guaranty, to carry out the purpose and intent hereof
or to enable Landlord to enforce any of its rights hereunder.

      4.03. Amendments, Waivers, Etc. This Guaranty cannot be amended, modified,
waived, changed, discharged or terminated except by an instrument in writing
signed by the party against whom enforcement of such amendment, modification,
waiver, change, discharge or termination is sought.

      4.04. No Implied Waiver; Cumulative Remedies. No course of dealing and no
delay or failure of Landlord in exercising any right, power or privilege under
this Guaranty or the Lease shall affect any other or future exercise thereof or
exercise of any other right, power or privilege; nor shall any single or partial
exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege. The rights
and remedies of Landlord under this Guaranty are cumulative and not exclusive of
any rights or remedies which Landlord would otherwise have under the Lease, at
law or in equity.

      4.05. Notices. All notices, requests, demands, directions and other
communications (collectively "notices") under the provisions of this Guaranty
shall be in writing (including telexed communication) unless otherwise expressly
permitted hereunder and shall be sent by first-class or first-class express
mail, or by telex with confirmation in writing mailed first-class, in all cases
with charges prepaid, and any such properly given notice shall be effective when
received. All notices shall be sent to the applicable party addressed, if to
Landlord, at the address set forth in the Lease, and, if to Guarantor, at U-Haul
International, Inc., 2727 North Central Avenue, Phoenix, Arizona 85004,
Attention: President and Assistant General Counsel, or in accordance with the
last unrevoked written direction from such party to the other party.

                                      -7-


      4.06. Expenses. Guarantor agrees to pay or cause to be paid and to save
Landlord harmless against liability for the payment of all reasonable
out-of-pocket expenses, including fees and expenses of counsel for Landlord,
incurred by Landlord from time to time arising in connection with Landlord's
enforcement or preservation of rights under this Guaranty or the Lease,
including but not limited to such expenses as may be incurred by Landlord in
connection with any default by Guarantor of any of its obligations hereunder or
by Tenant of any of its obligations under the Lease.

      4.07. Survival. All obligations of Guarantor to make payments to or
indemnify Landlord shall survive the payment and performance in full of the
Guaranteed Obligations.

      4.08. Severability. If any term or provision of this Guaranty or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable, the remainder of this Guaranty, or the application of such
term or provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Guaranty shall be valid and enforceable to the fullest extent
permitted by law.

      4.09. Counterparts. This Guaranty may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.

            4.10. Governing Law. (a) This Guaranty was negotiated in New York,
and accepted by Landlord in the State of New York, which State the parties agree
has a substantial relationship to the parties and to the underlying transaction
embodied hereby, and in all respects, including, without limiting the generality
of the foregoing, matters of construction, validity and performance, this
Guaranty and the obligations arising hereunder shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contract made and performed in such State and any applicable law of the United
States of America. To the fullest extent permitted by law, Guarantor hereby
unconditionally and irrevocably waives any claim to assert that the law of any
other jurisdiction governs this Guaranty, and the Guaranty shall be governed by
and construed in accordance with the laws of the State of New York pursuant to
Section 5-1401 of the New York General Obligations Law.

            (b) Any legal suit, action or proceeding against Guarantor or
Landlord arising out of or relating to this Guaranty shall be instituted in any
federal or state court in New York, New York, pursuant to Section 5-1402 of the
New York General Obligations Law, and Guarantor waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action or
proceeding and hereby irrevocably submits to the jurisdiction of any such court
in any suit, action or proceeding. Guarantor does hereby designate and appoint
CT Corporation, 111 8th Avenue, New York, New York 10011, as its authorized
agent to accept and acknowledge on its behalf service of any and all process
which may be served in any such suit, action or proceeding in any federal or
state court in New York, New York, and agrees that service of process upon said
agent at said address (or at such other office in New York, New York as may be
designated by Guarantor from time to time in accordance with the terms hereof)
with a copy to : U-Haul International, Inc., 2727 North Central Avenue, Phoenix,
Arizona 85004, Attention: President and Assistant General Counsel, and written
notice of said service of Guarantor mailed or delivered to Guarantor in the
manner provided herein shall be deemed in every respect effective service of
process upon Guarantor, in any such suit, action or proceeding in the State of
New York. Guarantor (i) shall give prompt notice to the Landlord of any change
of address of its authorized agent hereunder, (ii) may at any time and from time
to time designate a substitute authorized agent with an office in New York, New
York (which office shall be

                                      -8-


designated as the address for service of process), and (iii) shall promptly
designate such a substitute if its authorized agent ceases to have an office in
New York, New York or is dissolved without leaving a successor.

      4.11. Successors and Assigns. This Guaranty shall bind Guarantor and its
successors and assigns, and shall inure to the benefit of Landlord and its
successors and assigns.

      4.12. Incorporation of Recitals; Definitions. The recitals set forth on
page 1 of this Guaranty are hereby specifically incorporated into the operative
terms of this Guaranty as if fully set forth. Terms not otherwise specifically
defined herein shall have the meanings set forth in the Lease.

      4.13. Rights of Lender. Guarantor acknowledges that the rights of Landlord
under this Guaranty have been assigned to Lender and Lender shall have all of
the rights and benefits of Landlord hereunder.

      4.14. Release. Notwithstanding anything to the contrary contained
elsewhere in this Guaranty, but subject to the terms of this Section 4.14,
Guarantor shall be released from the payment and performance of any Guaranteed
Obligations that arise or accrue after the occurrence of a Lease Assumption
Event (as that term is defined in that Lease Agreement of even date herewith by
and between Landlord, as landlord, and Mercury Partners, LP, as tenant), except
for a Lease Assumption Event that occurs as a result of any Event of Default (as
defined in the Lease), in which event Guarantor shall continue to be fully
liable pursuant to this Guaranty for all Guaranteed Obligations whenever arising
and the release provisions of this Section 4.14 shall be of no force or effect;
provided that, if such Event of Default is an Event of Default under Paragraph
22(a)(xv) of the Lease that constitutes a Limited Remedy Default pursuant to
Paragraph 23(k) of the Lease, then the Guaranteed Obligations hereunder shall
not exceed Tenant's liability under said Paragraph 23(k) of the Lease; provided
further, that nothing herein shall be deemed or construed to extend the
obligations of Guarantor hereunder beyond the later of (i) the expiration of the
initial ten (10) year Term and (ii) the expiration of any Renewal Term that has
been exercised by the U-Move Partners, Inc., during the time it is Tenant under
the Lease.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                      -9-


            IN WITNESS WHEREOF, Guarantor has duly executed and delivered this
Guaranty as of the date first above written.

ATTEST:                                         U-HAUL INTERNATIONAL, INC.,
                                                a Nevada corporation

By: /s/ [ILLEGIBLE]                             By: /s/ Gary B. Harto
    ------------------------                        -----------------------

Title:                                          Title: Assist Treasuser
       _____________________

                      SIGNATURE PAGE OF GUARANTY OF LEASE
                              U-HAUL INTERNATIONAL



            IN WITNESS WHEREOF, Guarantor has duly executed and delivered this
Guaranty as of the date first above written.

ATTEST:                                    U-HAUL INTERNATIONAL, INC.,

                                           a Nevada corporation

By: /s/ Jennifer M. Settle                 By: /s/ Gary V. Klinefelter
    -----------------                          -----------------------------
Title: Agent                               Title: Gary V. Klinefelter, Secretary


                      SIGNATURE PAGE OF GUARANTY OF LEASE
                              U-HAUL INTERNATIONAL



                                   SCHEDULE A



 Related
Premises #                           Related Premises
- ----------                           ----------------
                    
1.                     U-HAUL CENTER GOVERNMENT ST.
                       2505 Government Boulevard, Mobile, AL

2.                     U-HAUL STORAGE OXFORD
                       523 Hamric Drive West, Oxford, AL

3.                     U-HAUL STORAGE FOUNTAIN HILLS
                       9264 Technology Drive, Fountain Hills, AZ

4.                     U-HAUL CENTER 87TH & BELL
                       8746 West Bell Road, Peoria, AZ

5.                     U-HAUL STORAGE S.40TH ST.
                       3425 South 40th Street, Phoenix, AZ

6.                     U-HAUL CENTER CAVE CREEK
                       20618 North Cave Creek Road, Phoenix West, AZ

7.                     U-HAUL CENTER ANTHEM RV
                       42102 N. Vision Way, Phoenix West, AZ

8.                     U-HAUL CENTER ANTHEM WAY
                       42301 N. 41st Drive, Anthem, AZ

9.                     U-HAUL CENTER I-17 & DEER VLY
                       21621 N. 26th Avenue, Phoenix West, AZ

10.                    U-HAUL CENTER PRESCOTT
                       2122 Highway 69, Prescott, AZ

11.                    BELL ROAD AT GRAND AVE MOVING CENTER
                       13440 West Bell Road, Surprise, AZ

12.                    U-HAUL CENTER BUCKLEY ROAD
                       16950 East Ohio Place, Aurora South, CO

13.                    U-HAUL CTR CHAMBERS & I-70
                       15250 East 40th Avenue, Denver North, CO


                                 SCHEDULE A - 1





 Related
Premises #                          Related Premises
- ----------                          ----------------
                    
14.                    U-HAUL HIGHLANDS RANCH
                       1750 East County Line Road, Littleton, CO

15.                    U-HAUL STORAGE COLONIAL BLVD
                       4457 Kernel Circle, Fort Myers, FL

16.                    U-HAUL CENTER OF MANDARIN
                       11490 San Jose Blvd., Jacksonville, FL

17.                    U-HAUL STORAGE KEY LARGO
                       103530 Overseas Highway, Key Largo, FL

18.                    U-HAUL CENTER OCOEE
                       11410 West Colonial Drive, Ocoee, FL

19.                    U-HAUL CENTER ORANGE CITY
                       2395 South Volusia Avenue, Orange City, FL

20.                    U-HAUL CENTER KIRKMAN RD
                       600 South Kirkman Road, Orlando, FL

21.                    U-HAUL STORAGE HUNTER CREEK
                       14500 South Orange Blossom Trail, Orlando, FL

22.                    U-HAUL CENTER HUNTERS CREEK
                       13301 S. Orange Blossom Trail, Orlando, FL

23.                    U-HAUL STORAGE ORANGE BLOSSOM TRAIL
                       7803 N. Orange Blossom Trail, Orlando, FL

24.                    U-HAUL CENTER LAKE MARY
                       3851 South Orlando Drive, Sanford, FL

25.                    U-HAUL CENTER GANDY BLVD
                       3939 W. Gandy Boulevard, Tampa, FL

26.                    U-HAUL CTR OF SEMORAN BLVD
                       2055 Semoran Boulevard, Winter Park, FL

27.                    U-HAUL CENTER OF CONYER
                       1150 Dogwood Drive, Conyers, GA


                                 SCHEDULE A - 2





 Related
Premises #                          Related Premises
- ----------                          ----------------
                    
28.                    U-HAUL CENTER KENNESAW
                       2085 Cobb Parkway, Kennesaw, GA

29.                    U-HAUL CENTER OF PLEASANT HILL
                       1290 Pleasant Hill Road, Lawrenceville, GA

30.                    U-HAUL STORAGE HIGHWAY 85
                       7242 U.S. Highway 85, Riverdale, GA

31.                    U-HAUL CENTER S. COBB & I285
                       5285 S. Cobb Drive, Smyrna, GA

32.                    U-HAUL CENTER OF HIGHWAY 124
                       2040 Scenic Highway North, Snellville, GA

33.                    U-HAUL CENTER OF ALSIP
                       11855 South Cicero Avenue, Alsip, IL

34.                    U-HAUL CENTER OF FOX VALLEY
                       195 S. Route 59, Aurora, IL

35.                    U-HAUL CENTER OF CRYSTAL LAKE
                       4504 West Northwest Highway Crystal Lake, IL

36.                    U-HAUL CENTER OF NAPERVILLE
                       11238 S. Route 59, Naperville, IL

37.                    U-HAUL CENTER MERRILLVILLE
                       1650 West 81st Avenue, Merrillville, IN

38.                    U-HAUL CENTER OF LENEXA
                       9250 Marshall Drive; Lenexa, KS

39.                    U-HAUL STORAGE BARKSDALE
                       4100 Barksdale Boulevard, Bossier City, LA

40.                    U-HAUL STORAGE MONGOMERY PARK
                       499 Montgomery Street, Chicopee, MA

41.                    U-HAUL CENTER STOUGHTON
                       224 Washington Street, Stoughton, MA


                                 SCHEDULE A - 3





 Related
Premises #                          Related Premises
- ----------                         -----------------
                     
42.                     U-HAUL CENTER OF CENTRAL AVENUE
                        8671 Central Avenue, Capital Heights, MD

43.                     U-HAUL CTR OF APPLE VALLEY
                        6895 151st Street W, Apple Valley, MN

44.                     U-HAUL CENTER O'FALLON
                        2000 Highway K, O'Fallon, MO

45.                     U-HAUL CENTER ST PETERS
                        3990 North Service Road, St.Peters, MO

46.                     U-HAUL STORAGE HATTIESBURG
                        1303 West 7th Street, Hattiesburg, MS

47.                     U-HAUL CENTER GASTONIA
                        3919 E. Franklin Blvd., Gastonia, NC

48.                     U-HAUL STORAGE HYLTON RD.
                        8505 N. Crescent Blvd,  Pennsauken, NJ

49.                     U-HAUL STORAGE RIO  RANCHO
                        1401 Rio Rancho  Blvd., Rio Rancho, NM

50.                     U-HAUL HENDERSON
                        1098 Stephanie Place, Henderson, NV

51.                     U-HAUL CENTER LAS VEGAS BLVD.
                        8620 S. Las Vegas  Blvd., Las Vegas, NV

52.                     U-HAUL CENTER NELLIS BLVD.
                        333 North Nellis Boulevard,  Las Vegas, NV

53.                     U-HAUL STORAGE RAINBOW
                        2450 North Rainbow Blvd., Las  Vegas, NV

54.                     U-HAUL CENTER WEST CRAIG RD
                        160 West Craig Road, North  Las Vegas, NV

55.                     U-HAUL CENTER BRUCKNER & 138TH ST.
                        780 East 138th  Street, Bronx, NY


                                 SCHEDULE A - 4





 Related
Premises #                      Related Premises
- -----------                     ----------------
                  
56.                  U-HAUL STORAGE NORTHERN LIGHTS
                     3850 Cleveland Avenue, Columbus, OH

57.                  U-HAUL STORAGE STILLWATER
                     5715 W. 6th Street, Stillwater, OK

58.                  U-HAUL CTR OF COOL SPRINGS
                     1619 Mallory Lane, Brentwood, TN

59.                  U-HAUL CENTER COLLINS STREET
                     2729 N. Collins Street, Arlington, TX

60.                  U-HAUL CENTER SLAUGHTER LANE
                     9001 South IH-35 Northbound, Austin, TX

61.                  U-HAUL STG KINGSLEY/JUPITER
                     11383 Amanda Lane, Dallas, TX

62.                  U-HAUL STORAGE DE SOTO
                     1245 South Beckley, De Soto, TX

63.                  U-HAUL CENTER & STORAGE OF MONTANA
                     8450 Montana Ave., E1 Paso, TX

64.                  U-HAUL CENTER JOHN WHITE
                     1101 East Loop 820, Fort Worth, TX

65.                  U-HAUL CENTER GRAPEVINE
                     3517 William D. Tate Avenue, Grapevine, TX

66.                  U-HAUL CENTER 290
                     14225 Northwest Freeway, Houston, TX

67.                  U-HAUL CENTER HIGHWAY 6 SOUTH
                     8518 Highway 6 South, Houston, TX

68.                  U-HAUL CENTER KATY
                     20435 Katy Freeway, Houston, TX

69.                  U-HAUL CTR CEN-TEX
                     3501 E. Central Texas Expressway, Killeen, TX


                                 SCHEDULE A - 5





 Related
Premises #                     Related Premises
- -----------                    ----------------
               
70.               U-HAUL CTR OF LEAGUE CITY
                  351 Gulf Freeway South, League City, TX

71.               U-HAUL CENTER LEWISVILLE
                  525 N. Stimmons Freeway,  Lewisville, TX

72.               U-HAUL CENTER WEST MCKINNEY
                  10061 W. University Drive, McKinney, TX

73.               U-HAUL CENTER TOLLWAY
                  1501 N. Dallas Tollway, Plano, TX

74.               U-HAUL CENTER CHANTILLY
                  3995 Westfax Drive, Chantilly, VA

75.               U-HAUL CENTER OF SOUTHPARK
                  804 West Roslyn Road, Colonial Heights, VA

76.               U-HAUL DUMFRIES
                  10480 Dumfries Road, Manassas, VA

77.               U-HAUL CENTER NEWINGTON
                  8207 Terminal Road, Newington, VA

78.               U-HAUL CENTER POTOMAC MILLS
                  14523 Telegraph Road, Woodbridge, VA


                                            SCHEDULE A- 6

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF REGISTRANT

	STATE OF		STATE OF
NAME OF U.S. SUBSIDIARY	INCORPORATION	NAME OF U.S. SUBSIDIARY	INCORPORATION
(CA) ADS, LLC	Delaware	CCARE (MULTI) GP QRS 11-60, INC.	Delaware
(CA) CHC LP	Delaware	CCARE (MULTI) LIMITED PARTNERSHIP	Delaware
ACT (GER) LLC	Delaware	CFP (MD) QRS 11-30, INC.	Maryland
ACT (GER) QRS 15-58, INC.	Delaware	CFP (MD) QRS 11-33, INC.	Maryland
ACT MM (GER) QRS 15-62, INC.	Delaware	CFP LOAN (MD) QRS 11-40, INC.	Maryland
ADS2 (CA) QRS 11-41, INC.	California	CIP FINANCE COMPANY (UK) QRS 11-50, INC.	Delaware
ADVA 15 (GA) LLC	Delaware	CITRUS HEIGHTS (CA) GP, LLC	Delaware
ADV-QRS 15 (GA) QRS 15-4, INC.	Delaware	CLEAR (NY) L.P.	Delaware
AFF- CALL MANAGER (IL) QRS 15-81, INC.	Delaware	CLEAR (NY) QRS 15-20, INC.	Delaware
AFF-CALL (IL) LLC	Delaware	COMP (TX) QRS 11-42, INC.	Delaware
AFF-CALL MEMBER (IL) QRS 15-70 INC.	Delaware	COMP DELAWARE LP	Delaware
AFSI (AR) 11-2, INC.	Delaware	COMQUEST WEST (AZ) 11-68, INC.	Delaware
AFSNYS (NY) QRS 15-37, INC.	Delaware	CONTAINERS (DE) LIMITED PARTNERSHIP	Delaware
ALP (TX) QRS 11-28, INC.	Texas	CONTAINERS (DE) QRS 15-36, INC.	Delaware
AMERI-MMI (SC) 11-11, INC.	Delaware	CPA 15 FINANCE COMPANY (UK) QRS 15-24, INC.	Delaware
AMPD (DE) LIMITED PARTNERSHIP	Delaware	CTC (VA) QRS 11-32, INC.	Virginia
AMPD GP (DE) QRS 15-35, INC.	Delaware	DAN (FL) QRS 15-7, INC.	Delaware
AMPD LP (DE) TRUST	Maryland	DARWEN (UK) QRS 15-61, INC.	Delaware
ANAD (DE) LIMITED PARTNERSHIP	Delaware	DDI (NE) QRS 10-15, INC.	Nebraska
AUTO (FL) QRS 11-39, INC.	Florida	DDI (NE) QRS 11-13, INC.	Nebraska
AUTO LOAN (MD) TRUST	Maryland	DEFEND 15 LLC	Delaware
AUTOMONEY (TX) QRS 15-28, INC.	Delaware	DELAWARE COMP LLC	Delaware
AUTOMONEY LIMITED PARTNERSHIP	Delaware	DELMO (DE) QRS 11/12-1, INC.	Delaware
BB (MULTI) LP	Delaware	DELMO (PA) QRS 11-36	Pennsylvania
BB 11 (MD)	Maryland	DELMO 11/12 DE LLC	Delaware
BBC (NE) QRS 11-18, INC.	Nebraska	DENT (TX) LP	Delaware
BELGOV (DE) QRS 15-66, INC.	Delaware	DENT (TX) TRUST	Maryland
BELMET (IL) QRS 11-9, INC.	Illinois	DENTON (TX) QRS 10-2, INC.	Texas
BEST (MULTI) QRS 11-55, INC.	Delaware	DENTON (TX) QRS 10-2, LLC	Delaware
BFS (DE) LP	Delaware	DEYKIN AVENUE (UK) QRS 15-22, INC.	Delaware
BN (CT) QRS 11-57, INC.	Delaware	DRAYTON PLAINS (MI), LLC.	Delaware
BN (MA) QRS 11-26, INC.	Massachusetts	DSG (IN) QRS 15-44, INC.	Delaware
BN (MA) QRS 11-58, INC.	Massachusetts	ELWA-BV (NY) QRS 11-24, INC.	New York
BOLDER (CO) QRS 11-44, INC.	Delaware	ENCLOSURES (IRELAND) QRS 15-27, INC.	Delaware
BOLT (DE) LIMITED PARTNERSHIP	Delaware	ENERGY (NJ) QRS 15-10, INC.	Delaware
BOLT (DE) QRS 15-26, INC.	Delaware	FINIT (FI) LLC	Delaware
BOLT (DE) TRUST	Maryland	FIT (CO) QRS 15-59, INC.	Delaware
BONE (DE) QRS 15-12, INC.	Delaware	FRAME BOY (DE) QRS 15-23, INC.	Delaware
BOOKS (CT) QRS 11-15, INC.	Connecticut	GAL III (IN) QRS 15-49, INC.	Delaware
BRY-PL (DE) LIMITED PARTNERSHIP	Delaware	GAL III (NJ) QRS 15-45, INC.	Delaware
BRY-PL (MD) TRUST	Maryland	GAL III (NY) QRS 15-48, INC.	Delaware
BRY-PL GP (DE) QRS 15-57, INC.	Delaware	GB-ACT (GER) LIMITED PARTNERSHIP	Delaware
BVNY (DE) LLC	Delaware	GENA, LLC	Delaware
BVNY (DE) MM QRS 11-63, INC.	Delaware	GIFT (VA) LLC	Delaware
BVS (NY) QRS 11-10, INC.	New York	GIFT (VA) QRS 15-43 INC.	Delaware
BVS (NY) QRS 11-64, INC.	Delaware	GOLDFISH (DE) LP	Delaware
CARDS (CA) QRS 11-37, INC.	Delaware	GR (TX) GP QRS 11-67, INC.	Delaware
CARDS LIMITED LIABILITY COMPANY	Delaware	GR (TX) LP	Delaware
CC (ILVA) GP QRS 11-66, INC.	Delaware	GR (TX) TRUST	Maryland
CC (ILVA) L.P.	Delaware	GRC (TX) LIMITED PARTNERSHIP	Delaware

SUBSIDIARIES OF REGISTRANT (Continued)

	STATE OF		STATE OF
NAME OF U.S SUBSIDIARY	INCORPORATION	NAME OF U.S. SUBSIDIARY	INCORPORATION
GRC (TX) QRS 15-47, INC.	Delaware	PLEX (WI) QRS 11-56, INC.	Delaware
GRC-II (TX) LIMITED PARTNERSHIP	Delaware	PLUM (DE) QRS 15-67, INC.	Delaware
GRC-II (TX) QRS 15-80, INC.	Delaware	PMWI (IA) QRS 10-16, INC.	Iowa
GRC-II (TX) TRUST	Maryland	POHJ LANDLORD (FINLAND) LLC	Delaware
GROCERY (OK) QRS 15-5, INC.	Delaware	POHJ MEMBER (FINLAND) QRS 15-82, INC.	Delaware
HAMMER (DE) QRS 15-32, INC.	Delaware	POL (NC) QRS 15-25, INC.	Delaware
HAMMER (DE) LIMITED PARTNERSHIP	Delaware	QRS 10 PAYING AGENT, INC.	New York
HAMMER (DE) LP QRS 15-33, INC.	Delaware	QRS 10-1 (ILL), INC.	Illinois
HIBBETT (AL) 11-41, INC.	Delaware	QRS 10-11 (MD), INC.	Maryland
HINCK 15 LP (DE) QRS 15-84, INC.	Delaware	QRS 10-12 (TX), INC.	Texas
HINCK LANDLORD (DE) LIMITED PARTNERSHIP	Delaware	QRS 10-18 (FL), LLC	Delaware
HUM (DE) QRS 11-45, INC.	Delaware	QRS 10-3 (CT), INC.	Connecticut
ICG (TX) LIMITED PARTNERSHIP	Delaware	QRS 10-5 (OH), INC.	Ohio
ICG-GP (TX) QRS 15-3, INC.	Delaware	QRS 10-7 (NY), INC.	New York
ICG-LP (TX) TRUST	Maryland	QRS 10-9 (AR), INC.	Arizona
ISA JERSEY QRS 11-51, INC.	Delaware	QRS 11-12 (FL), LLC	Delaware
LABRADOR (AZ) LP	Delaware	QRS 11-14 (NC), LLC	Delaware
LEADING ASP MD QRS 15-16 INC.	Delaware	QRS 11-17 (NY), INC.	New York
LEARN (IL) QRS 11-53, INC.	Delaware	QRS 11-2 (AR), INC.	Arizona
LEXGEN (DE) LP	Delaware	QRS 11-20 (UT), INC.	Utah
LEXGEN BT (TX) QRS 15-52, INC.	Delaware	QRS 11-27 (OH), INC.	Ohio
LOGIC (UK) QRS 11-49, INC.	Delaware	QRS 11-29 (TX), INC.	Texas
LT FITNESS (DE) QRS 15-53, INC.	Delaware	QRS 11-3 (MD), INC.	Maryland
MARCOURT INVESTMENTS INCORPORATED	Maryland	QRS 11-41, LLC	Delaware
MASTER (DE) QRS 15-71, INC.	Delaware	QRS 11-5 (TX), INC.	Texas
MBM-BEEF (DE) QRS 15-18, INC.	Delaware	QRS 11-6 (NJ), INC.	New Jersey
MECHANIC (AZ) QRS 15-41, INC.	Delaware	QRS 11-PAYING AGENT, INC.	New York
MEDI (PA) LIMITED PARTNERSHIP	Delaware	QRS 15 PAYING AGENT, INC.	New York
MEDI (PA) QRS 15-21, INC.	Delaware	QS (UK) QRS 15-42, INC.	Delaware
MEDI (PA) TRUST	Delaware	QS ARK (DE) QRS 15-38, INC.	Delaware
MICRO (CA) QRS 11-43, INC.	Delaware	QS-DARWEN (UK) QRS 15-60, INC.	Delaware
MM (UT) QRS 11-59, INC.	Delaware	QSHIRE (IRELAND) QRS 15-29, INC.	Delaware
MMI (SC) QRS 11-11, LLC	South Carolina	QSHIRE (UK) QRS 15-30, INC.	Delaware
MODULE (DE) LMITED PARTNERSHIP	Delaware	QUEST-US WEST (AZ) QRS 11-68, LLC	Delaware
MONS (DE) QRS 15-68, INC.	Delaware	RAILS (UK) QRS 15-54, INC.	Delaware
NEENAH (WI) QRS 11-31, INC.	Wisconsin	RANDOLPH/CLINTON LIMITED PARTNERSHIP	Delaware
NEOSERV (CO) QRS 10-13, INC.	Colorado	RII (CA) QRS 15-2, INC.	Delaware
NEOSERV (CO) QRS 11-8, INC.	Colorado	SALTED PEANUTS (LA) QRS 15-13, INC.	Delaware
ONE CABIN INTERIOR QRS (FL) 15-9, INC.	Delaware	SCAN (OR) QRS 11-47, INC.	Delaware
OPTICAL (CA) QRS 15-8, INC.	Delaware	SF (TX) GP QRS 11-61, INC.	Delaware
OVERTAPE (CA) QRS 15-14, INC.	Delaware	SF (TX) LP	Delaware
OX (AL) LLC	Delaware	SF (TX) TRUST	Maryland
OX-GP (AL) QRS 15-15, INC.	Delaware	SFC (TN) QRS 11-21, INC.	Tennessee
PACK (UK) QRS 11-52, INC.	Delaware	SFC (TX) QRS 11-38, INC.	Texas
PEM (MN) QRS 15-39, INC.	Delaware	SHAQ (DE) QRS 15-75, INC.	Delaware
PET (TX) GP QRS 11-62, INC.	Delaware	SPORT (MI) QRS 15-40, INC.	Delaware
PET (TX) LP	Delaware	ST (TX) GP QRS 11-63, INC.	Delaware
PET (TX) TRUST	Maryland	ST (TX) LP	Delaware
PETS (TX) QRS 11-23, INC.	Texas	ST (TX) TRUST	Maryland
PLANO (TX) QRS 11-7, INC.	Texas	STOR-MOVE UH 15 BUSINESS TRUST	Massachusetts
PLASTIC (DE) TRUST	Maryland	SURFACE (DE) QRS 15-46, INC.	Delaware
PLASTIC LIMITED PARTNERSHIP	Delaware	SUSPENSION (DE) QRS 15-1, INC.	Delaware

SUBSIDIARIES OF REGISTRANT (Continued)

	STATE OF		COUNTRY OF
NAME OF U.S SUBSIDIARY	INCORPORATION	NAME OF FOREIGN SUBSIDIARY	INCORPORATION
THREE AIRCRAFT SEATS (DE) P	Delaware	BBA I INVEST	Foreign — France
THREE CABIN INTERIORS (MD)	Maryland	BBA II INVEST	Foreign — France
THREE OVERHEAD LIGHTS QRS (DE) 15-11, INC.	Delaware	DFENCE BELGIUM 15 SPRL	Foreign — Belgium
TITO (FI) QRS 15-81, INC.	Delaware	KIINTEISTO OY TIETOIE 6	Foreign — Finland
TOYS (NE) QRS 15-74, INC.	Delaware	KIINTEISTO OY TIETOKILO 1-2	Foreign — Finland
TRANS (FL) QRS 15-34, INC.	Maryland	THAL DFENSE AUBAGNE	Foreign – France
TRENDS (FL) QRS 15-6, INC.	Delaware	THAL DFENSE CONFLANS	Foreign — France
TSR (TX) QRS 11-48, INC.	Delaware	THAL DFENSE LAVAL	Foreign — France
UH STORAGE (DE) LIMITED PARTNERSHIP	Delaware	THAL DFENSE YMARE	Foreign — France
UH STORAGE GP (DE) 15-50, INC.	Delaware	TIETOKILO HOLDING OY	Foreign — Finland
UK LOGIC LLC	Delaware	TISSUE SARL	Foreign — France
UNI-TECH (CA) QRS 15-64 INC.	Delaware	WEGELL GMBH	Foreign — Germany
UNITECH (IL) LLC	Delaware
UNITECH (IL) QRS 11-19, INC.	Illinois
UNI-TECH (PA) L.P.	Delaware
UNI-TECH (PA) QRS 15-51, INC.	Delaware
UNI-TECH (PA) QRS 15-63 INC.	Delaware
UTI (IL) GP QRS 11-69, INC.	Delaware
UTI (IL) L.P.	Delaware
UTI (IL) TRUST	Maryland
VENICE (CA) LP	Delaware
WADD-II (TN) LP	Delaware
WADD-II GENERAL PARTNER (TN) QRS 15-19, INC.	Delaware
WALSAFE (CA) QRS 10-8, INC.	California
WEG (GER) QRS 15-83, INC.	Delaware
WELL (MULTI) QRS 15-17, INC.	Delaware
WELL PROP II (GA-MD) QRS 15-55 INC.	Delaware
WELL-MEZZ (MULTI) LLC	Delaware
WELL-PROP (MULTI) LLC	Delaware
WOLV (DE) LIMITED PARTNERSHIP	Delaware
WORLD (DE) QRS 15-65, INC.	Delaware
WORTH (OH-TN) LIMITED PARTNERSHIP	Delaware
WORTH GP (OH-TN) QRS 15-72, INC.	Delaware
WORTH LP (OH-TN) QRS 15-73, INC.	Delaware
WRENCH (DE) LIMITED PARTNERSHIP	Delaware
WRENCH (DE) QRS 15-31, INC.	Delaware
WRENCH (DE) TRUST	Maryland

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-58854) of Corporate Property Associates 15 Incorporated of our report dated March 27, 2006 relating to the financial statements and financial statement schedule, which appear in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
New York, New York
March 27, 2006

EX-31.1

Exhibit 31.1

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)

I, Gordon F. DuGan, certify that:

1. I have reviewed this Annual Report on Form 10-K of Corporate Property Associates 15 Incorporated;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
c)	Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date 3/30/06

/s/ Gordon F. DuGan

Gordon F. DuGan

Vice Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)

I, Mark J. DeCesaris, certify that:

1. I have reviewed this Annual Report on Form 10-K of Corporate Property Associates 15 Incorporated;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
c)	Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date 3/30/06

/s/ Mark J. DeCesaris

Mark J. DeCesaris

acting Chief Financial Officer

EX-32.1

Exhibit 32.1

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Corporate Property Associates 15 Incorporated (the “Company”) on Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gordon F. DuGan, Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Gordon F. DuGan

Gordon F. DuGan

Vice Chairman and Chief Executive Officer

3/30/06
Date

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Corporate Property Associates 15 Incorporated (the “Company”) on Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark J. DeCesaris, acting Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Mark J. DeCesaris

Mark J. DeCesaris

acting Chief Financial Officer

3/30/06
Date

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.