SHALL SURVIVE THE
CLOSING.
EXCEPT AS MAY OTHERWISE BE SPECIFICALLY SET FORTH IN THIS AGREEMENT,
THE OBLIGATIONS OF THE HSRE UNDER THIS AGREEMENT SHALL NOT SURVIVE THE CLOSING
OR ANY TERMINATION OF THIS AGREEMENT.
7.
ADDITIONAL WARRANTIES AND REPRESENTATIONS OF EXTRA SPACE AND
HSRE.
7.1
KNOWLEDGE.
EXTRA SPACE AND HSRE (EACH HEREINAFTER A "PARTY" AND
COLLECTIVELY THE "PARTIES"), SOLELY WITH RESPECT TO ITSELF AND NOT WITH RESPECT
TO ANY OTHER PARTY, EACH WARRANTS AND REPRESENTS TO THE OTHER THAT SUCH PARTY IS
AWARE THAT:
7.1.1
ACQUISITION OF AN INTEREST IN HSRE-ESP IS A SPECULATIVE INVESTMENT
WHICH INVOLVES A SUBSTANTIAL DEGREE OF RISK OF LOSS BY SUCH PARTY OF SUCH
PARTY'S ENTIRE INVESTMENT IN HSRE-ESP, THAT SUCH PARTY UNDERSTANDS AND TAKES
FULL COGNIZANCE OF THE RISK FACTORS RELATED TO ACQUISITION OF AN INTEREST IN
HSRE-ESP.
7.1.2
NO FEDERAL, STATE OR LOCAL AGENCY HAS PASSED UPON THE INTERESTS IN
HSRE-ESP OR MADE ANY FINDING OR DETERMINATION CONCERNING THE FAIRNESS OF AN
INVESTMENT IN HSRE-ESP.
7.1.3
THE TAX CONSEQUENCES TO SUCH PARTY OF INVESTING IN HSRE-ESP WILL
DEPEND ON SUCH PARTY'S PARTICULAR CIRCUMSTANCES, AND NEITHER HSRE-ESP, ANY
MEMBER OF HSRE-ESP, ANY OTHER PARTY, NOR ANY OF THEIR RESPECTIVE, AGENTS,
20
OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR CONSULTANTS OF ANY OF THEM WILL
BE RESPONSIBLE OR LIABLE FOR THE TAX CONSEQUENCES OF AN INVESTMENT IN HSRE-ESP.
SUCH PARTY WILL LOOK SOLELY TO, AND RELY UPON, ITS OWN ADVISERS WITH RESPECT TO
THE TAX CONSEQUENCES OF AN INVESTMENT IN HSRE-ESP.
7.1.4
THERE CAN BE NO ASSURANCE THAT THE INTERNAL REVENUE CODE OR THE
REGULATIONS THEREUNDER WILL NOT BE AMENDED OR INTERPRETED IN THE FUTURE IN SUCH
A MANNER SO AS TO DEPRIVE HSRE-ESP AND ITS MEMBERS OF SOME OR ALL OF THE TAX
BENEFITS THEY MIGHT NOW RECEIVE, NOR THAT SOME OF THE DEDUCTIONS CLAIMED BY
HSRE-ESP OR THE ALLOCATIONS OF ITEMS OF INCOME, GAIN, LOSS, DEDUCTION, OR CREDIT
AMONG ITS MEMBERS MAY NOT BE CHALLENGED BY THE INTERNAL REVENUE SERVICE.
7.1.5
ANY PROJECTIONS WHICH MAY HAVE BEEN DELIVERED TO SUCH PARTY
(INCLUDING PROJECTIONS SET FORTH IN THE "ANNUAL BUSINESS PLAN AND OPERATING
BUDGET (AS DEFINED BELOW)) ARE BASED ON ESTIMATES, ASSUMPTIONS AND FORECASTS OF
EXTRA SPACE AND OTHERS, ARE ONLY ESTIMATES AND OPINIONS, AND ARE NOT GUARANTEED
BY EXTRA SPACE, HSRE-ESP ANY MEMBER OF HSRE-ESP OR ANY OTHER PERSON.
SUCH PARTY
HAS UNDERTAKEN ITS OWN INDEPENDENT REVIEW OF THE INVESTMENT IN HSRE-ESP.
7.1.6
PURSUANT TO THE HSRE-ESP OPERATING AGREEMENT, THERE ARE SUBSTANTIAL
RESTRICTIONS ON THE TRANSFERABILITY OF THE INTERESTS IN HSRE-ESP AND THAT THERE
IS NO PUBLIC MARKET FOR SUCH INTERESTS AND NONE IS EXPECTED TO DEVELOP, AND
THAT, ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR SUCH PARTY TO LIQUIDATE ITS
INVESTMENT IN HSRE-ESP.
7.1.7
SUCH PARTY HAS RECEIVED AND REVIEWED ALL INFORMATION SUCH PARTY
CONSIDERS NECESSARY OR APPROPRIATE FOR DECIDING WHETHER TO ACQUIRE AN INTEREST
IN HSRE-ESP.
SUCH PARTY HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS FROM THE OTHER PARTY AND ITS AFFILIATES AND/OR EMPLOYEES REGARDING THE
TERMS AND CONDITIONS