THE FOLLOWING:
IF THE CLOSING UNDER THE POOL 2 CONTRIBUTION AGREEMENT
HAS NOT OCCURRED, THE ADDITIONAL ESS HSRE-ESP INTERESTS AND THE ADDITIONAL HSRE
HSRE-ESP INTERESTS (THE DELIVERY OF WHICH SHALL BE EVIDENCED BY THE EXECUTION
AND DELIVERY OF THE HSRE-ESP OPERATING AGREEMENT BY HSRE AND EXTRA SPACE);
TWO COUNTERPARTS OF THE ASSIGNMENT AGREEMENT [AT
CLOSING, ONE COUNTERPART WILL BE DELIVERED TO EXTRA SPACE AND ONE COUNTERPART
WILL BE DELIVERED TO HSRE-ESP];
TWO COUNTERPARTS OF A PROPERTY MANAGEMENT AGREEMENT WITH
RESPECT TO EACH OF THE FACILITIES EXECUTED, AS APPLICABLE, BY EITHER ESP 52 OR
ESP MARYLAND TWO [AT CLOSING, ONE COUNTERPART OF EACH PROPERTY MANAGEMENT
AGREEMENT WILL BE DELIVERED TO ESMI AND ONE COUNTERPART OF EACH PROPERTY
MANAGEMENT AGREEMENT WILL BE DELIVERED TO HSRE-ESP];
TO EXTRA SPACE, CASH IN THE AMOUNT OF THE EXTRA SPACE
DISTRIBUTION AMOUNT;
ANY AND ALL AFFIDAVITS, UNDERTAKINGS, CERTIFICATES OR
OTHER DOCUMENTS CUSTOMARILY REQUIRED BY TITLE INSURER IN ORDER TO CAUSE IT TO
ISSUE THE TITLE POLICY OR THE ENDORSEMENT, AS APPLICABLE; AND
COPIES OF RESOLUTIONS AUTHORIZING THIS TRANSACTION AND
AN INCUMBENCY CERTIFICATE EVIDENCING THE AUTHORITY OF HSRE'S SIGNATORIES.
4.3
CREDITS AND PRORATIONS.
4.3.1
PRORATIONS.
SUBJECT TO THE PRORATION REVIEW (AS DEFINED IN
EXHIBIT D), THE FOLLOWING SHALL BE APPORTIONED BETWEEN EXTRA SPACE AND HSRE-ESP
WITH RESPECT TO THE PROPERTY, SUCH PRORATIONS TO BE COMPUTED BASED ON THE NUMBER
OF DAYS EXTRA SPACE AND HSRE-ESP EACH OWN THE PROPERTY IN THE MONTH IN WHICH THE
CLOSING OCCURS, AS OF 12:01 A.M. ON THE THIRD DAY PRIOR TO THE CLOSING DATE (THE
"PRORATION DATE"), AS IF EXTRA SPACE WERE SELLING THE PROPERTY TO HSRE ON THE
PRORATION DATE, AND SUCH PRORATIONS SHALL INCREASE OR DECREASE THE AMOUNT OF
CASH DISBURSED TO EXTRA SPACE AT CLOSING:
9
ALL COLLECTED RENTS AND OTHER SUMS RECEIVED UNDER LEASES
("RENTS") (INCLUDING PREPAID RENTS) (TO THE EXTENT THAT COLLECTED RENTS OR OTHER
SUMS ARE DISTRIBUTED BY EITHER ESP 52 OR ESP MARYLAND TWO TO EXTRA SPACE, THE
APPLICABLE PRORATED PORTION OF SUCH COLLECTED RENTS AND OTHER SUMS SHALL BE A
CREDIT TO HSRE-ESP AND TO THE EXTENT THAT SUCH COLLECTED RENTS OR OTHER SUMS ARE
RETAINED BY ESP 52 AND/OR ESP MARYLAND TWO, THE APPLICABLE PRORATED PORTION OF
SUCH COLLECTED RENTS OR OTHER SUMS SHALL BE A CREDIT TO EXTRA SPACE);
TAXES AND ASSESSMENTS (INCLUDING, WITHOUT LIMITATION,
PERSONAL PROPERTY TAXES ON THE PERSONAL PROPERTY AND RENT TAXES) LEVIED AGAINST
THE PROPERTY;
PRE-PAYMENTS AND ACCRUED AMOUNTS DUE UNDER ANY CONTRACTS
RELATING TO THE PROPERTY;
ACCRUED INCOME AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, GAS, ELECTRICITY AND OTHER UTILITY CHARGES FOR WHICH ESP 52 OR ESP
MARYLAND TWO IS LIABLE, IF ANY, WITH SUCH CHARGES TO BE APPORTIONED AS OF THE
PRORATION DATE ON THE BASIS OF THE MOST RECENT METER READING OCCURRING PRIOR TO
THE PRORATION DATE OR, IF UNMETERED, ON THE BASIS OF A CURRENT BILL FOR EACH
SUCH UTILITY);
ALL OTHER EXPENSES PERTAINING TO THE PROPERTY;
PREMIUMS UNDER INSURANCE POLICIES; AND