FULL
FORCE AND EFFECT IN ACCORDANCE WITH THE RESPECTIVE TERMS THEREOF.
5.1.10
OTHER PROPERTY.
NEITHER ESP 51 NOR ESP TEXAS OWNS, NOR HAS IT EVER
OWNED, DIRECTLY OR INDIRECTLY, ANY REAL OR PERSONAL PROPERTY OTHER THAN THE
DIRECT FACILITIES (AS TO ESP 51) OR THE TEXAS FACILITIES (AS TO ESP TEXAS).
5.1.11
EMPLOYEES.
NEITHER ESP 51 NOR ESP TEXAS 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 51 NOR ESP TEXAS 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 51 AND ESP TEXAS 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 51
AND ESP TEXAS AND ITS SUBSIDIARIES.
AS OF THE TIME OF FILING, THE FOREGOING TAX
RETURNS (IF
13
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 51 OR ESP TEXAS (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 51 NOR ESP TEXAS 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 51, ESP TEXAS OR ESP TEXAS GP.
5.1.16
REZONING AND PROPERTY ASSESSMENTS.
TO EXTRA SPACE'S KNOWLEDGE AND
EXCEPT AS SET FORTH ON SCHEDULE 5.1.16, NONE OF EXTRA SPACE, ESP 51 OR ESP TEXAS
HAS RECEIVED WRITTEN NOTICE OF ANY PENDING OR PROPOSED PROCEEDING TO CHANGE OR
REDEFINE THE ZONING CLASSIFICATION OF ALL OR ANY PART OF ANY FACILITY.
5.1.17
TANGIBLE PERSONAL PROPERTY.
AS OF CLOSING, THE TANGIBLE PERSONAL
PROPERTY WILL BE OWNED BY ESP 51 OR ESP TEXAS FREE AND CLEAR OF ANY CONDITIONAL
BILLS OF SALE, CHATTEL MORTGAGES, SECURITY AGREEMENTS OR FINANCING STATEMENTS OR
OTHER SECURITY INTERESTS OF ANY KIND.
5.1.18
ESP 51, ESP TEXAS AND STORAGE FACILITIES IN COMPLIANCE WITH LAWS,
REGULATIONS, ETC.
EACH OF ESP 51, ESP TEXAS AND THE FACILITIES ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY AND ALL APPLICABLE FEDERAL, STATE
AND LOCAL LAWS, REGULATIONS, ORDINANCES AND RULES PERTAINING TO THE OPERATING OF
THE FACILITIES.
5.1.19
ENVIRONMENTAL LAWS.
TO THE KNOWLEDGE OF EXTRA SPACE AND EXCEPT AS
DISCLOSED IN ANY ENVIRONMENTAL SITE ASSESSMENT PROVIDED BY EXTRA SPACE TO HSRE,
NONE OF EXTRA SPACE, ESP 51 OR ESP TEXAS ARE IN VIOLATION IN ANY MATERIAL