STATE LAW.
7.2.6
SUCH PARTY IS FINANCIALLY ABLE TO BEAR THE ECONOMIC
RISK OF AN INVESTMENT IN HSRE-ESP, INCLUDING THE TOTAL LOSS THEREOF.
7.2.7
NEITHER THE OTHER PARTY NOR
HSRE-ESP IS UNDER ANY
OBLIGATION TO REGISTER OR QUALIFY INTERESTS IN THE COMPANY UNDER THE SECURITIES
ACT OR UNDER ANY STATE SECURITIES LAW, OR TO ASSIST SUCH PARTY IN COMPLYING WITH
ANY EXEMPTION FROM REGISTRATION AND QUALIFICATION.
SUCH PARTY IS AN EXPERIENCED
INVESTOR IN UNREGISTERED AND RESTRICTED SECURITIES OF LIMITED LIABILITY
COMPANIES OR LIMITED PARTNERSHIPS.
7.3
INDEMNIFICATION REGARDING WARRANTIES AND
REPRESENTATIONS.
EACH PARTY AGREES TO INDEMNIFY AND HOLD HARMLESS EACH OTHER
PARTY, HSRE-ESP, AND ANY
22
OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, PARTNERS,
AGENTS, ATTORNEYS, REGISTERED REPRESENTATIVES, AND CONTROL PERSONS OF ANY SUCH
ENTITY WHO WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY
THREATENED, PENDING, OR COMPLETED ACTION, SUIT, OR PROCEEDING, WHETHER CIVIL,
CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE, BY REASON OF OR ARISING FROM ANY
MISREPRESENTATION OR MISSTATEMENT OF FACTS OR OMISSION TO REPRESENT OR STATE
FACTS MADE BY SUCH PARTY INCLUDING, WITHOUT LIMITATION, THE INFORMATION IN THIS
AGREEMENT, AGAINST LOSSES, LIABILITIES, AND EXPENSES OF HSRE-ESP, EACH AND EVERY
OTHER PARTY, AND ANY OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS,
EMPLOYEES, PARTNERS, ATTORNEYS, AGENTS, REGISTERED REPRESENTATIVES, AND CONTROL
PERSONS OF ANY SUCH PERSON (INCLUDING ATTORNEYS' FEES, JUDGMENTS, FINES, AND
AMOUNTS PAID IN SETTLEMENT, PAYABLE AS INCURRED) INCURRED BY SUCH PERSON IN
CONNECTION WITH SUCH ACTION, SUIT, PROCEEDING, OR THE LIKE.
7.4
SURVIVAL.
THE PROVISIONS OF THIS SECTION 7
SHALL SURVIVE THE CLOSING AND/OR ANY TERMINATION OF THIS AGREEMENT.
8.
INSPECTIONS.
8.1
INSPECTIONS.
SUBJECT TO THE PROVISIONS OF
THIS SECTION 8, DURING THE FORTY-FIVE (45) DAY PERIOD FOLLOWING THE FULL
EXECUTION OF THIS AGREEMENT (THE "DUE DILIGENCE PERIOD"), HSRE SHALL BE
PERMITTED TO MAKE A COMPLETE REVIEW AND INSPECTION OF THE PHYSICAL, LEGAL,
ECONOMIC AND ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, INTERVIEWS WITH EXTRA SPACE'S PERSONNEL AT THE FACILITIES, IF ANY,
OR THE PERSONNEL OF EXTRA SPACE'S PROPERTY MANAGER, ANY LEASES AND CONTRACTS
AFFECTING THE PREMISES, BOOKS AND RECORDS MAINTAINED BY EXTRA SPACE OR ITS
AGENTS RELATING TO THE PROPERTY, PEST CONTROL MATTERS, SOIL CONDITION, ASBESTOS,
PCB, HAZARDOUS WASTE, TOXIC SUBSTANCE OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE
WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS,
PLANS AND SPECIFICATIONS, STRUCTURAL, LIFE SAFETY, HVAC AND OTHER BUILDING
SYSTEM AND ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, AND ALL OTHER
INFORMATION PERTAINING TO THE PROPERTY.
WITHOUT REPRESENTATION OR WARRANTY,
EXTRA SPACE SHALL COOPERATE IN HSRE'S REVIEW AND PROVIDE HSRE WITH THE
OPPORTUNITY TO REVIEW LEASES, FINANCIAL REPORTS AND OTHER THIRD-PARTY INSPECTION
REPORTS AND SIMILAR MATERIALS IN EXTRA SPACE'S POSSESSION RELATING TO THE
PROPERTY (EXCLUDING APPRAISALS, INTERNAL VALUATIONS OR SIMILAR PROPRIETARY
MATERIALS THAT MAY BE IN EXTRA SPACE'S POSSESSION).
THE PROPERTY MANAGEMENT
AGREEMENT APPLICABLE TO EACH FACILITY SHALL BE TERMINATED AS OF CLOSING.
PRIOR
TO THE EXPIRATION OF THE INSPECTION PERIOD, HSRE SHALL NOTIFY EXTRA SPACE IN
WRITING OF ANY REPAIR AND MAINTENANCE ITEMS THAT HSRE HAS IDENTIFIED DURING