AND MORE PARTICULARLY
DESCRIBED ON SCHEDULE 5.1.3 ATTACHED HERETO (COLLECTIVELY, THE "SURVEYS"), AND
(VI) STANDARD EXCEPTIONS WHICH CANNOT BE WAIVED OR DELETED FROM THE TITLE POLICY
(DEFINED BELOW) IN THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED
(COLLECTIVELY, THE "PERMITTED EXCEPTIONS").
5.1.4
LEASES.
EXTRA SPACE HAS MADE AVAILABLE TO HSRE AT THE FACILITIES
TRUE AND COMPLETE COPIES OF ALL LEASES SET FORTH IN THE RENT ROLLS DESCRIBED ON
SCHEDULE 5.1.4 ATTACHED HERETO (THE "LEASES") AND ALL OF EXTRA SPACE'S FILES AND
CORRESPONDENCE RELATING TO THE LEASES.
THE RENT ROLLS DESCRIBED IN SCHEDULE
5.1.4 ARE TRUE, CORRECT AND COMPLETE.
AS OF CLOSING, ESP 51 OR ESP TEXAS (AS
APPLICABLE) SHALL BE THE LANDLORD UNDER EACH LEASE AND SHALL NOT HAVE ASSIGNED
ANY INTEREST THEREIN TO ANY ENTITY OR PERSON.
THE INFORMATION SET FORTH ON
CENTER SHIFT (AS DEFINED IN SECTION 8.2.1) RELATING TO THE PROPERTY AND THE
LEASES IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
5.1.5
CONTRACTS.
WITH THE EXCEPTION OF THE PERMITTED EXCEPTIONS, THE
THIRD PARTY LOAN DOCUMENTS, THE LEASES, AND THE EXISTING PROPERTY MANAGEMENT
CONTRACTS BETWEEN ESMI AND EITHER ESP 51 OR ESP TEXAS, AS APPLICABLE, ALL OF
WHICH PROPERTY MANAGEMENT CONTRACTS WILL BE TERMINATED AT CLOSING, THERE ARE NO
SERVICE, MAINTENANCE, REPAIR, PARKING, EMPLOYMENT, UNION, CONSTRUCTION, LEASING
OR OTHER SIMILAR CONTRACTS TO WHICH EITHER ESP 51 OR ESP TEXAS IS A PARTY AND
RELATING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY (THE "CONTRACTS").
12
5.1.6
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 5.1.6 ATTACHED HERETO
AND NEITHER ESP 51 NOR ESP TEXAS HAS BEEN SERVED WITH ANY LITIGATION (INCLUDING
EMINENT DOMAIN PROCEEDINGS) WHICH, AS OF THE DATE OF THIS AGREEMENT, IS STILL
PENDING AGAINST ANY OF SUCH PARTIES WITH RESPECT TO THE OWNERSHIP OR OPERATION
OF THE PROPERTY.
NEITHER ESP 51 NOR ESP TEXAS HAS BEEN SERVED WITH ANY
LITIGATION WHICH IS STILL PENDING AGAINST SUCH PARTY WITH RESPECT TO THE ESP
INTERESTS, THE TEXAS INTERESTS.
5.1.7
VIOLATIONS.
NEITHER EXTRA SPACE, ESP 51 NOR ESP TEXAS HAS RECEIVED
FROM ANY GOVERNMENTAL AUTHORITY WRITTEN NOTICE OF, NOR DOES EXTRA SPACE HAVE ANY
KNOWLEDGE OF, ANY PENDING, THREATENED OR CURRENTLY EXISTING MATERIAL VIOLATION
OF ANY ZONING, BUILDING, FIRE, ENVIRONMENTAL OR HEALTH CODE OR ANY OTHER
STATUTE, ORDINANCE, RULE, REGULATION OR ORDER APPLICABLE TO EXTRA SPACE, ESP 51,
ESP TEXAS OR THE PROPERTY OR ANY PART THEREOF.
5.1.8
BROKERAGE AGREEMENTS.
THERE ARE NO LEASING BROKERAGE AGREEMENTS,
LEASING COMMISSION AGREEMENTS OR OTHER AGREEMENTS PROVIDING FOR THE PAYMENT OF
ANY AMOUNT FOR LEASING ACTIVITIES WITH RESPECT TO THE PROPERTY OR ANY PORTION
THEREOF.
5.1.9
LICENSES.
EXTRA SPACE, ESP 51 OR ESP TEXAS (AS APPLICABLE) HAS
OBTAINED AND KEPT IN FORCE ANY NECESSARY LICENSES TO CARRY ON ITS BUSINESS NOW
CONDUCTED IN THE STATES IN WHICH THE PROPERTY IS LOCATED. TO EXTRA SPACE'S
KNOWLEDGE, ANY NECESSARY BUSINESS CERTIFICATES OR FICTITIOUS NAME CERTIFICATES,
OR BOTH, REQUIRED TO BE FILED BY EXTRA SPACE, ESP 51 OR ESP TEXAS (AS
APPLICABLE) UNDER THE LAWS OF ANY STATE HAVE BEEN DULY FILED AND ARE IN