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 52, ESP MARYLAND TWO 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 52 OR ESP MARYLAND TWO (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 52 OR ESP MARYLAND TWO (AS
APPLICABLE) UNDER THE LAWS OF ANY STATE HAVE BEEN DULY FILED AND ARE IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH THE RESPECTIVE TERMS THEREOF.
5.1.10
OTHER PROPERTY.
NEITHER ESP 52 NOR ESP MARYLAND TWO OWNS, NOR HAS
IT EVER OWNED, DIRECTLY OR INDIRECTLY, ANY REAL OR PERSONAL PROPERTY OTHER
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THAN THE DIRECT FACILITIES (AS TO ESP 52) OR THE MARYLAND FACILITIES (AS TO ESP
MARYLAND TWO).
5.1.11
EMPLOYEES.
NEITHER ESP 52 NOR ESP MARYLAND TWO HAVE, NOR HAVE THEY
EVER HAD, ANY EMPLOYEES.
ALL EMPLOYEES WORKING AT THE FACILITIES ARE EMPLOYEES
OF THE EXISTING PROPERTY MANAGER.
5.1.12
SECURITIES.
NEITHER ESP 52 NOR ESP MARYLAND TWO HAVE SOLD ANY
SECURITIES FROM AND AFTER THE DATE OF ITS FORMATION OR HAVE BEEN OBLIGATED TO
FILE ANY REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS WITH THE SEC
THROUGH THE DATE HEREOF.
5.1.13
TAX STATUS.
EACH OF ESP 52 AND ESP MARYLAND TWO HAS BEEN AT ALL
TIMES SINCE ITS INCEPTION A PARTNERSHIP OR DISREGARDED ENTITY FOR FEDERAL INCOME
TAX PURPOSES AND (II) AS OF THE CLOSING, SHALL BE TREATED FOR FEDERAL INCOME TAX
PURPOSES AS A "DISREGARDED ENTITY".
THERE HAVE BEEN PROPERLY COMPLETED AND
FILED ON A TIMELY BASIS ALL TAX RETURNS REQUIRED TO BE FILED (IF ANY) BY ESP 52
AND ESP MARYLAND TWO AND ITS SUBSIDIARIES.
AS OF THE TIME OF FILING, THE
FOREGOING TAX RETURNS (IF ANY) CORRECTLY REFLECTED IN ALL MATERIAL RESPECTS THE
FACTS REGARDING THE INCOME, BUSINESS, ASSETS, OPERATIONS, ACTIVITIES, STATUS AND
OTHER MATTERS OF OR INFORMATION REGARDING THE ESP 52 OR ESP MARYLAND TWO (AS
APPLICABLE) REQUIRED TO BE SHOWN THEREON AND ALL SUCH TAX RETURNS HAVE BEEN
FILED ON A TIMELY BASIS (INCLUDING EXTENSIONS).
5.1.14
CONDEMNATION.
NEITHER EXTRA SPACE, ESP 52 NOR ESP MARYLAND TWO HAS
RECEIVED WRITTEN NOTICE OF ANY PENDING CONDEMNATION ACTION WITH RESPECT TO ANY
FACILITY.
5.1.15
BANKRUPTCY.
THERE ARE NO ATTACHMENTS, EXECUTIONS, ASSIGNMENTS FOR
THE BENEFIT OF CREDITORS OR VOLUNTARY OR INVOLUNTARY PROCEEDINGS IN BANKRUPTCY
PENDING AGAINST EXTRA SPACE, ESP 52, ESP 58 OR ESP MARYLAND TWO.
5.1.16
REZONING AND PROPERTY ASSESSMENTS.
TO EXTRA SPACE'S KNOWLEDGE AND