Common use of Cooperation with Buyer’s Auditors and SEC Filing Requirements Clause in Contracts

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) to file its Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst & Young) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding the Closing Date, and shall cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s auditor a letter of representation (the “Representation Letter”) in the form attached hereto as EXHIBIT T, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall shall, without representation, warranty or liability of any kind to Buyer or any affiliate of Buyer, provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) to file its Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst Deloitte & YoungTouche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding to date of the year in which the Closing Dateoccurs plus up to the three prior calendar years. Buyer shall be responsible for all costs and expenses associated with this audit, and Seller shall have no obligation to incur any cost or expense under this Paragraph 22.24. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide provide, without representation, warranty or liability of any kind to Buyer or any affiliate of Buyer, to Buyer’s auditor a letter of representation (the “Representation Letter”) in the form attached hereto as EXHIBIT T, andauditor, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall shall, without representation, warranty or liability of any kind to Buyer or any affiliate of Buyer, provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall shall, without representation, warranty or liability of any kind to Buyer or any affiliate of Buyer, furnish to Buyer such financial and other information as may be reasonably required by Buyer or any Affiliate of Buyer to make any required filings with the SEC Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, accountants at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) to file its Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst Deloitte & YoungTouche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding to date of the year in which the Closing Date, and occurs plus up to the three prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s auditor a letter of representation (the “Representation Letter”) in the form attached hereto as EXHIBIT T, andauditor, if requested by such auditor, existing historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the SEC Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information, and Seller shall not be deemed to make any representation or warranty regarding such matters and Buyer shall have no claim with respect to such matters under Section 4.1 hereof. Seller’s obligations as set forth in this Section 8.5 shall survive for a period of twelve (12) months from the Closing Date.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Prior to and after the Closing Date, Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. Hxxxx or Xxxxx Real Estate Investment Trust [II], Inc.an Affiliate of Hxxxx) to file its Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst Deloitte & YoungTouche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding to date of the year in which the Closing Dateoccurs, and plus up to the three (3) prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate reasonably (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s auditor a letter of representation in the form attached as Schedule 33 hereto (the “Representation Letter”) in the form attached hereto as EXHIBIT T), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closingthe Closing Date. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any Affiliate of Buyer to make any required filings with the SEC Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall provide to Buyer (at Buyer’s 's expense) copies ofоf, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) to file its Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s 's auditor (Ernst Deloitte & YoungTouche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding to date of the year in which the Closing Date, and occurs plus up to the one additional prior calendar year. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer’s 's auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s auditor a letter of representation (the “Representation Letter”) in the form attached hereto as EXHIBIT T, and's auditor, if requested by such auditor, up to 3 years of historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s 's operating statements of the Property, at Buyer’s 's expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer Buyer, at Buyer's expense, such financial and other information (but not including copies of invoices) as may be reasonably required by Buyer or any Affiliate of Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information. This Section 19.19 shall survive the Closing for one year.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller A. From the Effective Date through and including seventy five (75) days after the Closing Date, Sellers shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Buyer with such factual additional information concerning the same as may be Buyer shall reasonably requested by Buyer, request and which is in the possession or control of SellerSellers, or its property manager any of their affiliates, agents, or accountants, to enable Buyer (or Xxxxx Operating Partnership [Strategic Storage Trust II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) , a Maryland corporation and/or Strategic Storage Growth Trust, Inc, a Maryland corporation or their respective affiliates), to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller Sellers shall allow Buyer’s auditor (Ernst & YoungCohnReznick LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal calendar year immediately preceding prior to Closing (or to the Closing Datedate of Closing) and the two (2) prior years, and shall cooperate (at no cost to SellerSellers) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees Sellers agree to provide to Buyer’s auditor a letter of representation substantially in the form attached hereto as Schedule 13 (the “Representation Letter”) in the form attached hereto as EXHIBIT T), and, if requested by such auditor, will provide historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s Sellers’ operating statements of the Property, at Buyer’s expense, and Seller Sellers shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller Sellers shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller Sellers shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, SellerSellers, its property manager or their agents and accountants, at no cost to SellerSellers, and in the format that Seller Sellers (or its property manager their affiliates, agents or accountants) have maintained such information, and (iii) Sellers and Buyer acknowledge and agree that the Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Sellers to Buyer pursuant to the terms and provisions of this Agreement or to expose Sellers to any risk of liability to third parties.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Buyer (at Buyer’s 's expense) copies of, or shall provide Buyer access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Buyer with such factual additional information concerning the same as may be Buyer shall reasonably requested by Buyer, request and which is in the possession or control of Seller, or any of its property manager affiliates, agents, or accountants, to enable Buyer (or Xxxxx Strategic Storage Operating Partnership [II]Partnership, L.P. or Xxxxx Real Estate Investment Trust [II]Strategic Storage Trust, Inc.) ), to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“"SEC”"). At Buyer’s 's sole cost and expense, Seller shall allow Buyer’s 's auditor (Ernst & YoungXxxxxxx Group, P.C. or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding of Closing (to the Closing Datedate of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Buyer’s 's auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s 's auditor a letter of representation (the “Representation Letter”) substantially in the form attached hereto as EXHIBIT TExhibit "J", and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s 's operating statements of the Property, at Buyer’s 's expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, or its property manager or agents and accountants, at no cost to Seller, and in the format that Seller (or its property manager affiliates, agents or accountants) have maintained such information., and (iii) Seller and Buyer acknowledge and agree that the letter of representation to be delivered by Seller to Buyer substantially in the form attached hereto as Exhibit "J" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Buyer pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions of this Section 45 shall survive Closing. (signature blocks on the following page) SELLER: U-Store-It, L.P., a Delaware limited partnership By: U-Store-It Trust, its general partner By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Chief Financial Officer Date of Execution by Seller: May 30, 2008 BUYER: U.S. Commercial LLC, a Virginia limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: President

Cooperation with Buyer’s Auditors and SEC Filing Requirements. A. From the Effective Date through and including seventy five (75) days after the Closing Date, Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Buyer with such factual additional information concerning the same as may be Buyer shall reasonably requested by Buyer, request and which is in the possession or control of Seller, or any of its property manager affiliates, agents, or accountants, to enable Buyer (or Xxxxx Operating Partnership [Strategic Storage Trust II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) , a Maryland corporation and/or Strategic Storage Growth Trust, Inc, a Maryland corporation or their respective affiliates), to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst & YoungCohnReznick LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal calendar year immediately preceding prior to Closing (or to the Closing Datedate of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s auditor a letter of representation substantially in the form attached hereto as Schedule 13 (the “Representation Letter”) in the form attached hereto as EXHIBIT T), and, if requested by such auditor, will provide historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, or its property manager or agents and accountants, at no cost to Seller, and in the format that Seller (or its property manager affiliates, agents or accountants) have maintained such information, and (iii) Seller and Buyer acknowledge and agree that the Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Buyer pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) to file its Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst Deloitte & YoungTouche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding to date of the year in which the Closing Date, and occurs plus up to the three prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s auditor a letter of representation (the “Representation Letter”) in the form attached hereto as EXHIBIT T, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any Affiliate of Buyer to make any required filings with the SEC Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Upon the request of Buyer, from and after the Closing Date, Seller shall, and shall cause Target to, provide to Buyer (at Buyer’s 's expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Target, Seller's or its Target's property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.and/or its Affiliates) to file its or their Current Report on Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“"SEC”"). At Buyer’s 's sole cost and expense, from and after the Closing Date, Seller shall, and shall cause Target to, allow Buyer’s auditor 's independent public accounting firm (Ernst & Youngthe "AUDITOR") to conduct an audit of the income statements of the Property for most recently completed three fiscal years and the last complete period since the end of the most recent fiscal year immediately preceding through the Closing Datedate of Closing, and shall cooperate (at no cost to SellerSeller or Target) with Buyer’s auditor the Auditor in the conduct of such audit. In addition, Seller agrees to provide provide, and to Buyer’s auditor cause the Target to provide, to the Auditor a letter of representation in a form reasonably satisfactory to the Auditor (the “Representation Letter”"REPRESENTATION LETTER") in the form attached hereto as EXHIBIT T, and, if requested by such auditorthe Auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor the Auditor may audit Seller’s 's or Target's operating statements of the Property, at Buyer’s 's expense, ; and Seller shall provide provide, and cause the Target to provide, such documentation as Buyer or its auditor the Auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish furnish, and cause the Target to furnish, to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller and the Target shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its Target, their respective property manager or accountants, at no cost to SellerSeller or Target, and in the format that Seller or Target (or its their respective property manager or accountants) have maintained such information; and (iii) the Representation Letter is not intended to expand, extend, supplement or increase such representations or warranties in any manner or to expose Seller or Target to any risk of liability to third parties, other than the Auditor as set forth in the Representation Letter. Notwithstanding anything to the contrary, the provisions of this Section 3.3 shall survive Closing for a period of twelve (12) months.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall provide to Buyer Cooperate (at Buyer’s expenseno cost to Seller) copies of, or shall with Buyer to provide Buyer access to, to such factual information concerning the operation of the Property as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II]Trust, Inc.) to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst & YoungYoung or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding of Closing (to the Closing Datedate of Closing) and the two prior years, and shall cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide audit and in connection with such audit deliver to Buyer’s auditor a representation letter of representation (the “Representation Letter”) in the form attached hereto as EXHIBIT T, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after ClosingSchedule 3.4(j). Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller under this subsection shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information. The obligations of Seller under this subsection 3.4(j) shall survive the Closing.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. 10.17.1 From and after the Acceptance Date through and including seventy five (75) days after the Closing Date, Seller shall provide to the Buyer (at the Buyer’s expense) copies of, or shall provide the Buyer access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish the Buyer with such factual additional information concerning the same as may be the Buyer shall reasonably requested by Buyer, request and which is in the possession or and/or control of Sellerthe Sellers, or any of its property manager affiliates, agents, or accountants, to enable the Buyer (or Xxxxx Operating Partnership [II]its assignee, L.P. or Xxxxx Real Estate Investment Trust [II]and each of their respective Affiliates, Inc.) to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller the Sellers shall allow the Buyer’s auditor (Ernst & YoungBDO, CohnReznick LLP or any successor auditor selected by the Buyer) to conduct an audit of the income statements of the Property Owned Lands and Buildings for the last complete fiscal calendar year immediately preceding prior to Closing (or to the Closing Datedate of Closing) and the two (2) prior years, and shall cooperate (at no cost to Sellerthe Sellers) with the Buyer’s auditor in the conduct of such audit. In addition, Seller agrees the Sellers agree to provide to the Buyer’s auditor a letter of representation (the “Representation Letter”) substantially in the form attached hereto as EXHIBIT TSchedule 10.17 (the Representation Letter), and, if requested by such auditor, historical financial statements for the PropertyOwned Lands and Buildings, including income and balance sheet data for the PropertyOwned Lands and Buildings, whether required before or after Closing. Without limiting the foregoing, : (i) the Buyer or its designated independent or other auditor may audit Seller’s operating statements of the PropertyOwned Lands and Buildings, at the Buyer’s expense, and Seller the Sellers shall provide such documentation as the Buyer or its auditor may reasonably request in order to complete such audit, ; and (ii) Seller the Sellers shall furnish to the Buyer such financial and other information as may be reasonably required by the Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller the Sellers shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Sellerthe Sellers, or its property manager or agents and accountants, at no cost to Sellerthe Sellers, and in the format that Seller the Sellers (or its property manager agents or accountants) have maintained such information; and (iii) the Sellers and the Buyer acknowledge and agree that the Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by the Sellers to the Buyers pursuant to the terms and provisions of this Agreement or to expose the Sellers to any risk of liability to third parties. The Buyer shall and hereby covenants and agrees to indemnify the Sellers from any and all liability and Claims relating to, arising from, or resulting from the foregoing, including any audits, financial statements, filings, the Representation Letter and liability to third parties resulting from any materials provided by the Sellers pursuant to this Section 10.17, save and except where any such liability or Claims arise from the intentional misrepresentation and/or fraud of the Sellers. The Buyer acknowledges that all financial statements of the Sellers are unaudited and are prepared using Canadian accounting principles and any materials provided by the Sellers pursuant to this Section 10.17 will not comply with the requirements of U.S. GAAP. The provisions of this Section 10.17 shall survive Closing.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Buyer (at Buyer’s 's expense) copies of, or shall provide Buyer access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Buyer with such factual additional information concerning the same as may be Buyer shall reasonably requested by Buyer, request and which is in the possession or control of Seller, or any of its property manager affiliates, agents, or accountants, to enable Buyer (or Xxxxx Strategic Storage Operating Partnership [II]Partnership, L.P. or Xxxxx Real Estate Investment Trust [II]Strategic Storage Trust, Inc.) ), to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“"SEC”"). At Buyer’s 's sole cost and expense, Seller shall allow Buyer’s 's auditor (Ernst & YoungXxxxxxx Group, P.C. or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding of Closing (to the Closing Datedate of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Buyer’s 's auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer’s 's auditor a letter of representation (the “Representation Letter”) substantially in the form attached hereto as EXHIBIT TExhibit "J", and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s 's operating statements of the Property, at Buyer’s 's expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, or its property manager or agents and accountants, at no cost to Seller, and in the format that Seller (or its property manager affiliates, agents or accountants) have maintained such information, and (iii) Seller and Buyer acknowledge and agree that the letter of representation to be delivered by Seller to Buyer substantially in the form attached hereto as Exhibit "J" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Buyer pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions of this Section 45 shall survive Closing.

Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall provide shall, at no material cost to Seller, cooperate with Buyer (at Buyer’s expense) copies of, or shall to provide Buyer access to, to such factual information concerning the operation of the Property as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer (or Xxxxx Operating Partnership [II], L.P. or Xxxxx Real Estate Investment Trust [II], Inc.) its affiliates to file its Form 8-K, if, prepare audited financial statements as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Buyer’s sole cost and expense, Seller shall allow Buyer’s auditor (Ernst & YoungYoung LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements statement of revenue and expenses of the Property for the last complete fiscal year immediately preceding the Closing Date, and shall cooperate (at no material cost to Seller) with Buyer’s auditor in the conduct of such auditaudit and review. Specifically, Buyer’s auditor must perform a 3-14 Audit for December 31, 2012 and June 30, 2013 (the “Audit”), which will require Buyer’s auditor to (i) obtain the information from Seller as set forth in the categories listed on Schedule 8.7 hereto (to the extent not previously provided in full to Buyer as part of the Seller Diligence Documents), and (ii) obtain copies of checks, invoices and payment receipts in connection with selections from such information made by Buyer’s auditor, in each case, to the extent such documentation is in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information. In additionconnection with such foregoing Audit, Seller agrees to provide shall deliver to Buyer’s auditor a representation letter in a form agreed to the parties. Seller and Buyer shall reasonably cooperate to agree upon a form of representation (letter prior to the “Representation Letter”) in expiration of the form attached hereto as EXHIBIT T, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after ClosingProperty Approval Period. Without limiting the foregoing, (i) Buyer Buyer, or its designated independent or other auditor auditor, may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller under this subsection shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information. The obligations of Seller under this section 8.7 shall survive the Closing for a period of one (1) year.