THE
COURSE OF ITS INSPECTIONS, ALONG WITH AN ESTIMATE OF THE EXPENSE TO REPAIR SUCH
ITEMS (THE "REPAIR NOTICE").
WITHIN FIVE (5) BUSINESS DAYS AFTER EXTRA SPACE'S
RECEIPT OF THE REPAIR NOTICE, EXTRA SPACE SHALL PROVIDE WRITTEN NOTICE (THE
"REPAIR RESPONSE") TO HSRE OF THOSE ITEMS WHICH IT AGREES TO REPAIR (THE "REPAIR
ITEMS").
IF EXTRA SPACE DOES NOT ELECT TO REPAIR ALL OF THE ITEMS SET FORTH IN
THE REPAIR NOTICE, HSRE MAY EITHER WAIVE HSRE'S REQUIREMENT THAT EXTRA SPACE
REPAIR SUCH REPAIR ITEMS AND PROCEED TO CLOSING OR TERMINATE THIS AGREEMENT BY
PROVIDING WRITTEN NOTICE TO EXTRA SPACE WITHIN THREE (3) BUSINESS DAYS OF HSRE'S
RECEIPT OF THE REPAIR RESPONSE.
UPON SUCH TERMINATION, NEITHER PARTY SHALL HAVE
ANY FURTHER RIGHTS OR LIABILITIES HEREUNDER EXCEPT FOR THOSE PROVISIONS WHICH
EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
IF
23
PRIOR TO CLOSING EXTRA SPACE FAILS TO COMPLETE THE REPAIR OF ANY REPAIR ITEMS
THAT EXTRA SPACE ELECTED TO REPAIR, A PORTION OF THE EXTRA SPACE DISTRIBUTION
AMOUNT EQUAL TO ONE HUNDRED FIFTY PERCENT (150%) OF HSRE'S REASONABLE ESTIMATE
TO REPAIR SUCH ITEMS (AS SET FORTH IN THE REPAIR NOTICE) SHALL BE HELD IN AN
ESCROW WITH THE TITLE INSURER PURSUANT TO INSTRUCTIONS THAT ARE REASONABLY
ACCEPTABLE TO HSRE AND EXTRA SPACE TO ENSURE THE COMPLETION OF SUCH REPAIR
ITEMS.
8.2
CONDUCT OF INSPECTIONS.
8.2.1
INSPECTIONS IN GENERAL.
DURING THE DUE DILIGENCE
PERIOD, HSRE, ITS AGENTS, AND EMPLOYEES SHALL HAVE THE RIGHT TO ENTER UPON THE
PROPERTY FOR THE PURPOSE OF MAKING NON-INVASIVE INSPECTIONS AT HSRE'S SOLE RISK,
COST AND EXPENSE.
BEFORE ANY SUCH ENTRY, HSRE SHALL PROVIDE EXTRA SPACE WITH A
CERTIFICATE OF INSURANCE NAMING EXTRA SPACE AS AN ADDITIONAL INSURED AND WITH AN
INSURER AND INSURANCE LIMITS AND COVERAGE REASONABLY SATISFACTORY TO EXTRA
SPACE.
ALL SUCH ENTRIES UPON THE PROPERTY SHALL BE AT REASONABLE TIMES DURING
NORMAL BUSINESS HOURS AND AFTER AT LEAST 24 HOURS PRIOR NOTICE TO EXTRA SPACE OR
EXTRA SPACE'S AGENT, AND EXTRA SPACE OR EXTRA SPACE'S AGENT SHALL HAVE THE RIGHT
TO ACCOMPANY HSRE DURING ANY INSPECTION ACTIVITIES PERFORMED BY HSRE ON THE
PROPERTY.
HSRE SHALL NOT DISTURB THE TENANTS ON THE PROPERTY, AND HSRE'S
INSPECTION SHALL BE SUBJECT TO THE RIGHTS OF TENANTS UNDER THE LEASES.
DURING
THE DUE DILIGENCE PERIOD, EXTRA SPACE SHALL PROVIDE TO HSRE, FROM TIME TO TIME
AT THE REQUEST OF HSRE, COPIES OF CURRENT REPORTS AND INFORMATION WITH RESPECT
TO THE FACILITIES WHICH ARE AVAILABLE FROM THE CENTER SHIFT PROPERTY MANAGEMENT
SYSTEM ("CENTER SHIFT").
IF ANY INSPECTION OR TEST DISTURBS THE PROPERTY, HSRE
WILL RESTORE THE PROPERTY TO THE SAME CONDITION AS EXISTED BEFORE THE INSPECTION
OR TEST.
HSRE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS EXTRA SPACE AND EXTRA
SPACE'S PARTNERS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS,
AFFILIATES, TENANTS, AGENTS, CONTRACTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS
("EXTRA SPACE RELATED PARTIES") AND THE PROPERTY FROM AND AGAINST ANY AND ALL
LOSSES, COSTS, DAMAGES, CLAIMS, OR LIABILITIES, INCLUDING REASONABLE ATTORNEYS'
FEES, ARISING OUT OF OR IN CONNECTION WITH ANY ENTRY OR