BOOKS AND RECORDS
MAINTAINED BY EXTRA SPACE OR ITS AGENTS RELATING TO THE PROPERTY, PEST CONTROL
MATTERS, SOIL CONDITION, ASBESTOS, PCB, HAZARDOUS WASTE, TOXIC SUBSTANCE OR
OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE
AND ZONING LAWS, REGULATIONS AND ORDERS, PLANS AND SPECIFICATIONS, STRUCTURAL,
LIFE SAFETY, HVAC AND OTHER BUILDING SYSTEM AND ENGINEERING CHARACTERISTICS,
TRAFFIC PATTERNS, AND ALL OTHER INFORMATION PERTAINING TO THE PROPERTY.
WITHOUT
REPRESENTATION OR WARRANTY, EXTRA SPACE SHALL COOPERATE IN HSRE'S REVIEW AND
PROVIDE HSRE WITH THE OPPORTUNITY TO
23
REVIEW LEASES, FINANCIAL REPORTS AND OTHER THIRD-PARTY INSPECTION REPORTS AND
SIMILAR MATERIALS IN EXTRA SPACE'S POSSESSION RELATING TO THE PROPERTY
(EXCLUDING APPRAISALS, INTERNAL VALUATIONS OR SIMILAR PROPRIETARY MATERIALS THAT
MAY BE IN EXTRA SPACE'S POSSESSION).
THE PROPERTY MANAGEMENT AGREEMENT
APPLICABLE TO EACH FACILITY SHALL BE TERMINATED AS OF CLOSING.
PRIOR TO THE
EXPIRATION OF THE INSPECTION PERIOD, HSRE SHALL NOTIFY EXTRA SPACE IN WRITING OF
ANY REPAIR AND MAINTENANCE ITEMS THAT HSRE HAS IDENTIFIED DURING THE COURSE OF
ITS INSPECTIONS, ALONG WITH AN ESTIMATE OF THE EXPENSE TO REPAIR SUCH ITEMS (THE
"REPAIR NOTICE").
WITHIN FIVE (5) BUSINESS DAYS AFTER EXTRA SPACE'S RECEIPT OF
THE REPAIR NOTICE, EXTRA SPACE SHALL PROVIDE WRITTEN NOTICE (THE "REPAIR
RESPONSE") TO HSRE OF THOSE ITEMS WHICH IT AGREES TO REPAIR (THE "REPAIR
ITEMS").
IF EXTRA SPACE DOES NOT ELECT TO REPAIR ALL OF THE ITEMS SET FORTH IN
THE REPAIR NOTICE, HSRE MAY EITHER WAIVE HSRE'S REQUIREMENT THAT EXTRA SPACE
REPAIR SUCH REPAIR ITEMS AND PROCEED TO CLOSING OR TERMINATE THIS AGREEMENT BY
PROVIDING WRITTEN NOTICE TO EXTRA SPACE WITHIN THREE (3) BUSINESS DAYS OF HSRE'S
RECEIPT OF THE REPAIR RESPONSE.
UPON SUCH TERMINATION, NEITHER PARTY SHALL HAVE
ANY FURTHER RIGHTS OR LIABILITIES HEREUNDER EXCEPT FOR THOSE PROVISIONS WHICH
EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
IF PRIOR TO CLOSING EXTRA
SPACE FAILS TO COMPLETE THE REPAIR OF ANY REPAIR ITEMS THAT EXTRA SPACE ELECTED
TO REPAIR, A PORTION OF THE EXTRA SPACE DISTRIBUTION AMOUNT EQUAL TO ONE HUNDRED
FIFTY PERCENT (150%) OF HSRE'S REASONABLE ESTIMATE TO REPAIR SUCH ITEMS (AS SET
FORTH IN THE REPAIR NOTICE) SHALL BE HELD IN AN ESCROW WITH THE TITLE INSURER
PURSUANT TO INSTRUCTIONS THAT ARE REASONABLY ACCEPTABLE TO HSRE AND EXTRA SPACE
TO ENSURE THE COMPLETION OF SUCH REPAIR ITEMS.
8.2
CONDUCT OF INSPECTIONS.
8.2.1
INSPECTIONS IN GENERAL.
DURING THE DUE DILIGENCE PERIOD, HSRE, ITS
AGENTS, AND EMPLOYEES SHALL HAVE THE RIGHT TO ENTER UPON THE PROPERTY FOR THE
PURPOSE OF MAKING NON-INVASIVE INSPECTIONS AT HSRE'S SOLE RISK, COST AND
EXPENSE.
BEFORE ANY SUCH ENTRY, HSRE SHALL PROVIDE EXTRA SPACE WITH A
CERTIFICATE OF INSURANCE NAMING EXTRA SPACE AS AN ADDITIONAL INSURED AND WITH AN
INSURER AND INSURANCE LIMITS AND COVERAGE REASONABLY SATISFACTORY TO EXTRA
SPACE.
ALL SUCH ENTRIES UPON THE PROPERTY SHALL BE AT REASONABLE TIMES DURING
NORMAL BUSINESS HOURS AND AFTER AT LEAST 24 HOURS PRIOR NOTICE TO EXTRA SPACE OR
EXTRA SPACE'S AGENT, AND EXTRA SPACE OR EXTRA SPACE'S AGENT SHALL HAVE THE RIGHT
TO ACCOMPANY HSRE DURING