PROVIDED BY EXTRA SPACE TO HSRE AND TO THE
KNOWLEDGE OF EXTRA SPACE, THERE ARE NO UNDERGROUND STORAGE TANKS ON THE PREMISES
NOR HAVE ANY UNDERGROUND STORAGE TANKS BEEN REMOVED FROM THE PREMISES.
5.1.21
OPERATING AGREEMENTS; PARTNERSHIP AGREEMENT.
ATTACHED AS SCHEDULE
5.1.21A IS A TRUE, CORRECT AND COMPLETE COPY OF THE OPERATING AGREEMENT OF ESP
52.
ATTACHED AS SCHEDULE 5.1.21B IS A TRUE, CORRECT AND COMPLETE COPY OF THE
OPERATING AGREEMENT OF ESP 58.
ATTACHED AS SCHEDULE 5.1.21C IS A TRUE, CORRECT
AND COMPLETE COPY OF THE OPERATING AGREEMENT OF ESP MARYLAND TWO.
5.1.22
TITLE TO ESP INTERESTS.
EXTRA SPACE OWNS THE ESP INTERESTS AND ESP
52 OWNS THE ESP MARYLAND INTERESTS FREE AND CLEAR OF ANY SECURITY
15
AGREEMENTS, FINANCING STATEMENTS, LIENS, ENCUMBRANCES, SECURITY INTERESTS OR
OTHER CLAIMS OF ANY KIND.
THE ESP INTERESTS CONSTITUTE ALL OF EXTRA SPACE'S
INTEREST IN ESP 52 AND ESP 58.
THE ESP MARYLAND INTERESTS CONSTITUTE ALL OF
EXTRA SPACE'S INTEREST IN ESP MARYLAND TWO.
EXTRA SPACE HAS NOT ENTERED INTO
ANY SIDE LETTERS OR OTHER WRITTEN INSTRUMENTS RELATING TO THE ESP INTERESTS OR
THE ESP MARYLAND INTERESTS OTHER THAN THE AGREEMENTS DESCRIBED IN SECTION 5.1.21
OTHER THAN THOSE DESCRIBED ON SCHEDULE 5.1.22.
5.1.23
NO UNDISCLOSED LIABILITIES.
AS OF THE DATE OF THIS AGREEMENT,
EXCEPT FOR TRADE PAYABLES INCURRED IN THE ORDINARY COURSE OF BUSINESS
RESPECTIVELY OF ESP 52, ESP 58 AND ESP MARYLAND TWO AND EXCEPT AS SHOWN ON THE
BALANCE SHEET ATTACHED HERETO AS SCHEDULE 5.1.23 OR DISCLOSED IN THE FINANCIAL
STATEMENTS (INCLUDING THE FOOTNOTES THERETO) THAT WERE DELIVERED TO HSRE PRIOR
TO THE DATE OF THIS AGREEMENT (THE "ESP FINANCIALS"), NONE OF ESP 52, ESP 58 NOR
ESP MARYLAND TWO HAS ANY INDEBTEDNESS OR LIABILITIES (WHETHER ACCRUED, ABSOLUTE,
CONTINGENT OR OTHERWISE; WHETHER DUE OR TO BECOME DUE; AND INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO TAXES) THAT WOULD NORMALLY BE DISCLOSED ON A BALANCE
SHEET (INCLUDING ITS FOOTNOTES) THAT WAS PREPARED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES IF SUCH INDEBTEDNESS OR LIABILITIES HAD BEEN
KNOWN AT THE TIME OF THE BALANCE SHEET'S PREPARATION.
THE ESP FINANCIALS ARE
TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
5.1.24
ERISA.
NEITHER ESP 52, ESP 58 NOR ESP MARYLAND TWO SPONSORS,
MAINTAINS, CONTRIBUTES TO OR HAS ANY OBLIGATION TO SPONSOR, MAINTAIN OR
CONTRIBUTE TO, OR HAS (OR MAY HAVE) LIABILITY UNDER ANY "EMPLOYEE BENEFIT PLAN,"
AS DEFINED IN SECTION 3(3) OF ERISA (WHETHER OR NOT SUBJECT TO ERISA), OR ANY
EMPLOYMENT, CONSULTING, OR OTHER EMPLOYEE BENEFIT PLAN, UNDERSTANDING,
AGREEMENT, ARRANGEMENT, POLICY OR PAYROLL PRACTICE, INCLUDING, WITHOUT
LIMITATION, SEVERANCE PAY, SICK LEAVE, VACATION PAY, SALARY CONTINUATION FOR
DISABILITY, RETIREMENT, DEFERRED COMPENSATION, BONUS, STOCK PURCHASE, STOCK
OPTION, STOCK OWNERSHIP, STOCK APPRECIATION RIGHTS, PHANTOM STOCK, EQUITY (OR
EQUITY-BASED), LAYOFF, DEPENDENT CARE, LEGAL SERVICES, CAFETERIA, HEALTH,
DENTAL, VISION, ACCIDENT, CHANGE OF CONTROL, TERMINATION, HOSPITALIZATION,
MEDICAL INSURANCE, LIFE INSURANCE, TUITION REIMBURSEMENT AND SCHOLARSHIP
PROGRAMS.
5.1.25
EXISTING INDEBTEDNESS.
TO EXTRA SPACE'S KNOWLEDGE, SCHEDULE 5.1.25
SETS FORTH THE OUTSTANDING PRINCIPAL BALANCE OWING UNDER EACH OF THE THIRD PARTY
NOTES.
NONE OF