REPRESENTATIVE IS
LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES,
GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE ESP INTERESTS, THE TEXAS INTERESTS OR THE PROPERTY.
14.14
REPORTING PERSON.
EXTRA SPACE AND HSRE HEREBY DESIGNATE TITLE
INSURER TO ACT AS AND PERFORM THE DUTIES AND OBLIGATIONS OF THE "REPORTING
PERSON" WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FOR
PURPOSES OF 26 C.F.R. SECTION 1.6045-4(E)(5) RELATING TO THE REQUIREMENTS FOR
INFORMATION REPORTING ON REAL ESTATE TRANSACTION CLOSED ON OR AFTER JANUARY 1,
1991.
IN THIS REGARD, EXTRA SPACE AND HSRE EACH AGREE TO EXECUTE AT CLOSING,
AND TO CAUSE TITLE INSURER TO EXECUTE AT CLOSING, A DESIGNATION AGREEMENT,
DESIGNATING TITLE INSURER AS THE REPORTING PERSON WITH RESPECT TO THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
14.15
PUBLIC NOTICES.
ANY PRESS RELEASE AND OTHER PUBLIC NOTICE TO BE
RELEASED BY ANY PARTY HERETO DISCLOSING THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL FIRST BE SUBMITTED TO THE OTHER PARTIES HERETO FOR
REVIEW AND COMMENT, AND EACH PARTY HERETO SHALL REASONABLY COOPERATE IN
ADDRESSING THE CONCERNS OF THE OTHER WITH RESPECT TO THE NATURE AND CONTENT OF
SUCH DISCLOSURE (EXCEPT AND TO THE EXTENT ANY SUCH DISCLOSURE MAY BE REQUIRED BY
LAW).
32
14.16
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
14.17
CONFIDENTIAL INFORMATION.
ALL INFORMATION OBTAINED PURSUANT TO THIS
AGREEMENT BY ANY PARTY HERETO FROM THE OTHER PARTIES HERETO AND THE MATTERS AND
PROVISIONS HEREOF SHALL BE AND REMAIN CONFIDENTIAL (SUBJECT TO THE NECESSITY OF
DIVULGING TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS,
ACCOUNTANTS, ENGINEERS, ARCHITECTS AND PROSPECTIVE EQUITY PARTNERS AND LENDERS,
SUCH INFORMATION AS EITHER PARTY MAY REQUIRE IN ORDER TO PERFORM ITS OBLIGATIONS
HEREUNDER AND SUBJECT TO DISCLOSURE OF ALL INFORMATION REQUIRED BY GOVERNMENTAL
AUTHORITIES (INCLUDING DISCLOSURES REQUIRED UNDER STATE OR FEDERAL SECURITIES
LAWS OR THE RULES OF A PARTY'S PRINCIPAL SECURITIES EXCHANGE) AND ANY ACTUAL OR
PROSPECTIVE LENDER TO THE COMPANY OR ANY SUBSIDIARY).
NO PARTY WILL ISSUE OR
CAUSE THE ISSUANCE OF, AND EACH WILL PREVENT ITS EMPLOYEES OR AGENTS FROM
ISSUING OR CAUSING THE ISSUANCE OF, ANY PRESS OR MEDIA RELEASE OR OTHER
INFORMATION IN THE NATURE OF A PRESS RELEASE RELATING TO EITHER THIS AGREEMENT
OR THE TRANSACTION CONTEMPLATED HEREBY EXCEPT UPON THE PRIOR WRITTEN APPROVAL OF
EXTRA SPACE AND HSRE AS TO THE EXACT TEXT OF SUCH PRESS RELEASE.
[SIGNATURE PAGE FOLLOWS NEXT]
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IN WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED ON THE DAY AND YEAR FIRST ABOVE
WRITTEN.
EXTRA SPACE
EXTRA SPACE STORAGE LLC, a Delaware limited liability company
By:
/s/ Charles L. Allen
Name: Charles L. Allen
Title: Manager
HSRE
HSRE-ESP IA, LLC, a Delaware limited liability company
By: HSREP II Holding LLC, a Delaware limited liability company, its sole member,
HSRE REIT II, a Maryland real estate investment trust, a member
By:
/s/ Stephen M. Gordon
Name:
Stephen M. Gordon
Its:
Trustee
34
EXHIBIT D
ARBITRATION AND PRORATION