INTENTIONAL
MISREPRESENTATION OR FRAUD, (4) NONDISCLOSURE, (5) BREACH OF ANY ALLEGED DUTY OF
GOOD FAITH AND FAIR DEALING, OR (6) ANY OTHER MATTER ARISING FROM OR RELATED TO
THE INTERPRETATION OF ANY TERM OR PROVISION OF THIS AGREEMENT, OR ANY DEFENSE
GOING TO THE PARTIES ENTERING INTO, OR VALIDITY OF, THIS AGREEMENT, OR ANY
PROVISION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALLEGATIONS OF
UNCONSCIONABILITY, FRAUD IN THE INDUCEMENT, OR FRAUD IN THE EXECUTION, WHETHER
SUCH DISPUTE ARISES BEFORE OR AFTER THE CLOSE OF ESCROW (EACH A "DISPUTE"),
SHALL BE SUBMITTED TO NEUTRAL, NON-BINDING, MEDIATION PURSUANT TO THE
THEN-CURRENT COMMERCIAL MEDIATION RULES OF JAMS ("JAMS"). SUBMISSION OF THE
DISPUTE TO, AND PARTICIPATION IN GOOD FAITH IN, MEDIATION SHALL BE A CONDITION
PRECEDENT TO BUYER'S RIGHT TO FILE OR PURSUE ANY LITIGATION OR ARBITRATION OF
THE DISPUTE.
IN THE EVENT THAT THE DISPUTE IS NOT RESOLVED THROUGH SUCH MEDIATION, THEN,
EITHER PARTY SHALL HAVE THE RIGHT TO PURSUE A CIVIL ACTION IN ANY COURT OF
COMPETENT JURISDICTION; PROVIDED, HOWEVER, THE PARTIES AGREE THAT ALL DISPUTES
(UNLESS SUBMITTED TO ARBITRATION AS DESCRIBED BELOW) SHALL BE TRIED BEFORE A
JUDGE WITHOUT A JURY. THE JUDGE IN SUCH COURT OF COMPETENT JURISDICTION SHALL
ONLY HAVE THE POWER TO GRANT THOSE LEGAL AND EQUITABLE REMEDIES EXPRESSLY
PERMITTED BY THE TERMS OF THIS AGREEMENT. THE PARTIES HERETO EACH HEREBY WAIVE
AND COVENANT NOT TO ASSERT THEIR CONSTITUTIONAL RIGHT TO TRIAL BY JURY OF ANY
AND ALL DISPUTES. THE PARTIES HERETO HEREBY COVENANT AND AGREE THAT THEIR MUTUAL
WAIVER OF JURY TRIAL SHALL BE BINDING UPON THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS AND UPON ALL PERSONS AND ENTITIES ASSERTING RIGHTS OR CLAIMS OR
OTHERWISE ACTING ON BEHALF OF THE PARTIES HERETO OR THEIR SUCCESSORS AND
ASSIGNS.
I/WE HAVE READ THE FOREGOING PROVISION PERTAINING TO WAIVER OF JURY TRIAL AND
AGREE, IF SUCH PROVISION IS APPLICABLE, TO WAIVE ANY RIGHTS TO JURY TRIAL.
/s/ ME
SELLER'S INITIALS
/s/ PM
BUYER'S INITIALS
IF THE PARTIES AGREE TO FOREGO A COURT ACTION AND SUBMIT THE MATTER TO
ARBITRATION, THE DISPUTE SHALL BE ARBITRATED PURSUANT TO THE FEDERAL ARBITRATION
ACT.
[The balance of this page has intentionally been left blank. Signature pages
follow.]
IN WITNESS WHEREOF, the parties have executed this instrument as of the day and
year first set forth above.
SELLER:
STORAGE PARTNERS OF ALPHARETTA, LLC, a Delaware limited liability company
By: East Coast Storage Partners III, LP, its sole member
By: GF II/US-Georgia LLC, its general partner
By: Fidelity Real Estate Growth Fund II, L.P., its sole member
By: Pyramis Global Advisors Trust Company, as Investment Manager and Not
Individually
By: /s/ Michael L. Elizondo
Name: Michael L. Elizondo
Title: Vice President
STORAGE PARTNERS OF POWERS FERRY ROAD, LLC, a Delaware limited liability company
By: East Coast Storage Partners III, LP, its sole member
By: GF II/US-Georgia LLC, its general partner
By: Fidelity Real Estate Growth Fund II, L.P., its sole member
By: Pyramis Global Advisors Trust Company, as Investment Manager and Not
Individually
By: /s/ Michael L. Elizondo
Name: