LOAN AGREEMENT

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                                                                    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

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                                TABLE OF CONTENTS

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<S>                                                                                                              <C>
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
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
  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
</TABLE>

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<TABLE>
<S>                                                                                                             <C>
  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
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
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
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
  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
</TABLE>

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                                 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.

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      "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

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      "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.

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      "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

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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

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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

<PAGE>

      "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

<PAGE>

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

<PAGE>

      "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

<PAGE>

      "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

<PAGE>

      "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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

      "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

<PAGE>

            (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
<PAGE>

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

<PAGE>

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

<PAGE>

      "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

<PAGE>

      "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

<PAGE>

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

<PAGE>

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

<PAGE>

       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

<PAGE>

                   (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

<PAGE>

                        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

<PAGE>

                        (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

<PAGE>

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:

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<PAGE>

                  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.

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<PAGE>

      (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

<PAGE>

      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

<PAGE>

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

<PAGE>

      (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

<PAGE>

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

<PAGE>

      (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

<PAGE>

      (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

<PAGE>

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

<PAGE>

      (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

<PAGE>

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

<PAGE>

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

<PAGE>

      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

<PAGE>

       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
<PAGE>

      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
<PAGE>

      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
<PAGE>

      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
<PAGE>

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
<PAGE>

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
<PAGE>

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 respe