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

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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) Purchaser or its auditor may audit Seller's operating statements of the Property, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“H” (the “Representation Letter”), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date date of this Agreement through and including sixty seventy five (6075) days after the last Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating PartnershipTrust II, L.P. or Inc., a Maryland corporation and/or Strategic Storage Growth Trust, Inc.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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“I”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" “I” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.18 shall survive Closing. B. Although the Representation Letter is premised upon Seller utilizing generally accepted accounting principles (“GAAP”), Seller has informed Purchaser that Seller’s books and records are not kept in accordance with GAAP, but rather use the modified cash and accrual basis method of accounting. Inasmuch as the Representation Letter requires that Seller’s books and records be kept in accordance with GAAP, Purchaser has agreed, at its expense, to have its auditors convert Seller’s books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following the conversion of its books and records to GAAP by Purchaser’s auditors.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date date of this Agreement through and including sixty seventy five (6075) days after the last Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating PartnershipTrust II, L.P. or Inc., a Maryland corporation and/or Strategic Storage Growth Trust, Inc.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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“I”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" “I” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.18 shall survive Closing. B. Although the Representation Letter is premised upon Seller utilizing generally accepted accounting principles ("GAAP"), Seller has informed Purchaser that Seller's books and records are not kept in accordance with GAAP, but rather use the modified cash and accrual basis method of accounting. Inasmuch as the Representation Letter requires that Seller's books and records be kept in accordance with GAAP, Purchaser has agreed, at its expense, to have its auditors convert Seller's books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following the conversion of its books and records to GAAP by Purchaser's auditors.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“H” (the “Representation Letter”), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. parties The provisions of this Section 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date date hereof through and including sixty (60) days after the first anniversary of the Closing Date, Seller shall provide to Purchaser (at Purchaser's expenseno out-of-pocket fee or expense to Seller) copies of, or shall provide Purchaser and its representatives, agents and employees access to, the books and records and financial and other information with respect to the period of Seller’s ownership, management, maintenance and operation of the Property Property, and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of SellerSeller or Property Manager, or any of its their affiliates, agents, or accountants, to enable Purchaser or its assignee and their outside, third party accountants (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.the “Accountants”), to prepare and file its financial statements in compliance with any or their Form 8all of (a) Rule 3-K, if, as and when such filing may be required by 05 or Rule 3-14 of Regulation S-X of the Securities and Exchange Commission ("SEC"the “Commission”), (b) any other rule issued by the Commission and applicable to Purchaser or its Affiliates, and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Purchaser or its Affiliates. At Purchaser's sole cost and expenseno out-of-pocket fee or expense to Seller, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. BDO LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements and balance sheets, if necessary, of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with and provide reasonable assistance to Purchaser's ’s auditor and Accountants in the conduct of such audit. In additionWithout limiting the generality of the foregoing, Seller agrees to (i) provide to Purchaser's ’s auditor a customary representation letter in such form as is reasonably required by the Accountants, with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate (the “Representation Letter”), signed by the individual(s) responsible for Seller’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of representation substantially the American Institute of Certified Public Accountants, which Representation Letter may be required to assist the Accountants in the form attached hereto as Exhibit "G"rendering an opinion on such financial statements in order to comply with clauses (a), and(b) and (c) above, (ii) if requested by such auditor, provide to Purchaser’s 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) Purchaser or its auditor may audit Seller's operating statements of the Property, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms extent that Seller’s financial statements have previously been audited, Seller shall use commercially reasonable efforts to cause the auditor of Seller’s financial statements to provide its consent to the inclusion of its report, without exception or qualification, with respect to such audited financial statements and provisions to provide Purchaser and/or its affiliates appropriate comfort letters in accordance with the American Institute of this Agreement or to expose Seller to any risk of liability to third partiesPublic Accountants’ professional standards. The provisions of this Section 9.20 10.3 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies ofоf, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date of Closing) and the two (2) one additional prior years, and calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser Purchaser, at Purchaser’s expense, such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 This provision shall survive Closingthe Closing for one year.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller Sellers shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of SellerSellers, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller Sellers shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to SellerSellers) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees Sellers agree to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"I (the “Representation Letter”) relating to the Property (or separate Representation Letters relating to each project comprising the Property), 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, but in no event shall Sellers be required to provide any financial information other than for the Property. Without limiting the foregoing, (i) Purchaser or its auditor may audit Seller's Sellers’ operating statements of the Property, at Purchaser's ’s expense, and Seller Sellers shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller Sellers shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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, or its their agents and accountants, at no cost to SellerSellers, and in the format that Seller Sellers (or its their affiliates, agents or accountants) have maintained such information, and (iii) Seller Sellers and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller Sellers to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller Sellers to any risk of liability to third parties. The provisions of , (iv) Purchaser shall promptly reimburse Sellers for all reasonable, out-of-pocket costs and expenses incurred by Sellers in connection with Sellers’ obligations under this Section 9.20 shall survive Closing12.22 (it being acknowledged that Seller will incur costs to a third-party administrator or accountant for the preparation, review and other requirements of Sellers hereunder), and (v) Purchaser agrees to defend, indemnify and hold Sellers harmless from any liability, damages, or costs, including (without limitation) reasonable attorneys' fees, that may result from Sellers providing such information and documentation under this Section 12.22, unless arising as a result of the negligence or willful misconduct of Sellers. B. Inasmuch as any adjustments to Sellers’ books and records are required to conform to generally accepted accounting principles ("GAAP"), Purchaser has agreed, at its expense, to have its auditors convert Sellers’ books and records to GAAP, prior to Sellers executing the Representation Letter, and Sellers agrees to so execute the Representation Letter following Sellers’ review and approval of any adjustments of its books and records by Purchaser's auditors.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From Upon the Effective Date through and including sixty (60) days after request of the Closing DatePurchaser, Seller post-Closing, the Sellers shall provide to the Purchaser (at the Purchaser's ’s expense) copies of, or shall provide the Purchaser reasonable access to, such factual information as may be reasonably and timely requested by the books Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, the Sellers or any of its affiliates, agents, the Sellers’ Affiliates or accountants, accountants to enable the Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.), and/or its Affiliates) to file its or their Current Report on Form 8-K, including all amendments thereto, if, as and when such filing may be required by the Securities and Exchange Commission ("SEC"). At the Purchaser's ’s sole cost and expense, Seller post-Closing, the Sellers shall allow Purchaser's auditor ’s independent public accounting firm (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaserthe “Auditor”) to conduct an audit of the income statements of the Property Company for the year of Closing (to the date of Closing) and the its most recently completed two (2) prior fiscal years, and shall cooperate (at no cost to Seller) with Purchaser's auditor the Auditor in the conduct of such audit. In addition, Seller agrees post-Closing (but not more than ten (10) business days after the Purchaser’s request therefor), the Sellers agree to provide to Purchaser's auditor the Auditor a letter of representation (at no cost to the Sellers) substantially in the same form attached hereto as Exhibit "G", F (the “Representation Letter”) and, if requested by such auditorthe Auditor, historical financial statements for the Property, Company including income and balance sheet data for the Property, whether required before or after ClosingCompany. Without limiting the foregoing, post-Closing (i) the Purchaser or its auditor the Auditor may audit Seller's the operating statements of the PropertyCompany, at the Purchaser's ’s expense, ; and Seller the Sellers shall provide such documentation as the Purchaser or its auditor the Auditor may reasonably request in order to complete such audit, (ii) Seller the Sellers shall furnish to the Purchaser such financial and other information as may be reasonably required by the Purchaser 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, Seller, the Sellers or its agents and the Sellers’ Affiliates or accountants, at no cost to Sellerthe Sellers, and in the format that Seller (the Sellers or its affiliates, agents the Sellers’ Affiliates or accountants) accountants have maintained such information, ; and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is Representation Letter will not intended to expand, extend, supplement or increase any of the representations and or warranties made by Seller to Purchaser pursuant to the terms and provisions of set forth in this Agreement or any Sellers Additional Agreement or Ancillary Agreement in any manner or to expose Seller the Sellers to any risk of liability to the Purchaser, any of the Purchaser’s Affiliates or any other third parties, other than the Auditor as expressly set forth in the Representation Letter. The Notwithstanding anything to the contrary, the provisions of this Section 9.20 shall survive ClosingClosing for a period of two years. All matters under this Section 9.16 which are at the Purchaser’s expense or at no cost to the Sellers, which shall include reasonable internal costs and expenses, shall be paid by the Purchaser to the Sellers on demand.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Xxxxx Operating Partnership, L.P. or Strategic Storage Xxxxx Real Estate Investment 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Ernst & Young or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“R”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" “R” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 paragraph 13(f) shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From In addition to the Effective Date through and including sixty (60) days after the Closing Dateaccess contemplated by Section 5.B above, Seller shall provide agrees to cooperate with Purchaser (at Purchaser's expense) copies of, or shall to provide Purchaser access to, to such factual information concerning the books and records with respect to the ownership, management, maintenance and operation of the Property Properties as may be requested by Purchaser, and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the actual possession or control of Seller, any of the Owners (other than CalPERS), CommonWealth, or any of their respective subsidiaries (other than subsidiaries of CalPERS), or reasonably obtainable from its affiliates, agents, property manager or accountants, to the extent actually necessary to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.), to file its or their any reports on Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission ("SEC"), at no cost to Seller (other than typical and customary administrative expenses). At Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income and operating statements of the Property Properties for the year of Closing (to through and including the date of Closing) and to the extent in Seller’s or its property manager’s actual possession, the two (2) prior years, and shall cooperate (cooperate, at no cost to Seller) Seller (other than typical and customary administrative expenses), with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees audit and in connection with such audit to provide deliver to Purchaser's ’s auditor a representation letter ("Letter of representation substantially Representation") in the form attached hereto as Exhibit "GX", and, if requested by such auditor, historical financial statements for which Letter of Representation shall only apply to the Property, including income and balance sheet data for period of time during which Seller (or the Property, whether required before or after Closing. Without limiting the foregoing, (iapplicable Owner) Purchaser or its auditor may audit Seller's operating statements owned each of the Property, at Purchaser's expense, Properties and Seller shall provide such documentation with each statement in the Letter of Representation made to "Seller’s knowledge" as Purchaser or its auditor may reasonably request that phrase is defined in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental authoritythis Agreement; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession ofphrase, or reasonably obtainable by, Seller, or its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions for purposes of this Section 9.20 5.C shall also include Xx. Xxxx Xxxxxx, and Seller’s controller if requested by the auditor(s). The Seller’s obligation to cooperate under this Section 5.C shall survive Closing.Closing for nine (9) months and thereafter, Seller shall have no obligation whatsoever under this Section 5.C. <<page ends>>

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. (a) From and after the Effective Acceptance Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser Purchaser’s auditor (CohnReznick LLP or any successor auditor selected by Purchaser) (the “Auditors”) access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating PartnershipTrust II, L.P. or Inc., a Maryland corporation and/or Strategic Storage Growth Trust, Inc.Inc, a Maryland corporation or their respective affiliates), to file its or their Form 8-KK and any related filings (the “Filings”), if, as and when such filing may be required by the Securities and Exchange Commission ("“SEC"”). At Solely in connection with the Filings, at Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) the Auditors to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's auditor the Auditors in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor the Auditors a letter of representation substantially in the form attached hereto as Exhibit "G"Schedule 11.15 (the “Representation Letter”), and, if requested by such auditorthe Auditors, 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) Purchaser or its auditor the Auditors may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser the Auditors such financial and other information as may be reasonably required by Purchaser the Auditors to make any required filings with the SEC or other governmental authorityFilings; 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 11.15 shall survive Closing. (b) Although the Representation Letter is premised upon Seller utilizing generally accepted accounting principles (“GAAP”), Seller has informed Purchaser that Seller’s books and records are not kept in accordance with GAAP, but rather use the modified cash and accrual basis method of accounting. Inasmuch as the Representation Letter requires that Seller’s books and records be kept in accordance with GAAP, Purchaser has agreed, at its expense, to have the Auditors convert Seller’s books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following the conversion of its books and records to GAAP by Purchaser’s auditors. (c) The Purchaser shall indemnify the Seller, the Nominees, and each of their respective directors, officers, employees, contractors and shareholders (individually, a “Seller’s Representative”), and save them harmless from and against any and all loss, claims, actions, damages, liability and expense whatsoever arising from or out of, directly or indirectly, the audit and matters set out under this Section 11.15, save and except to the extent such loss, claim, action, damage, liability and/or expense arises as a result of any act or omission of a Seller’s Representative, or those for whom such Seller’s Representative is responsible at law. This indemnification shall survive any termination of this Agreement

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing DateSeller shall, Seller shall without representation, warranty or liability of any kind to Purchaser or any affiliate of Purchaser, provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser reasonable access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property Premises for the year of Closing (to the date of Closing) and the two year in which the Closing occurs plus up to one (21) prior yearscalendar year (provided, and however, such audit shall not include an audit of management fees or interest expenses). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide provide, without representation, warranty or liability of any kind to Purchaser or any affiliate of Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", and, if requested by such auditor, historical financial statements for the PropertyPremises, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (ia) Purchaser or its designated independent or other auditor may audit Seller's operating statements of the PropertyPremises, at Purchaser's expense, and Seller shall shall, without representation, warranty or liability of any kind to Purchaser or any affiliate of Purchaser, provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (iib) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 This Section 9.20 shall survive Closingthe Closing for a period of six (6) months.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Xxxxx Core Office Income Operating Partnership, L.P. or Strategic Storage TrustXxxxx Core Office Income REIT, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. & Xxxxxx or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the last complete fiscal year of Closing (to the date of Closing) and the two (2) prior yearsimmediately preceding year, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"Schedule 11.17, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information. At no cost to Seller, and (iii) at the specific request of Buyer, Seller shall cooperate reasonably with Buyer to arrange for interviews of Tenants and Purchaser acknowledge and agree that governmental authorities in connection with the letter Property. [Remainder of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closingpage intentionally left blank.]

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Wxxxx Operating Partnership, L.P. or Strategic Storage Wxxxx Real Estate Investment 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Axxxxx Axxxxxxx LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing 2000 (partial year), 2001 and 2002 (to the date of Closing) and the two (2) prior years), and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“DD” and by this reference made a part hereof (the “Representation Letter”), 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, ; and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Xxxxx Real Estate Investment 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Ernst & Young or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"BB, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions obligations of Seller under this Section 9.20 9.3.10 shall survive the Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Xxxxx Operating Partnership, L.P. or Strategic Storage Xxxxx Real Estate Investment 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Ernst & Young or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“O”, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, Seller’s property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage and/or Xxxxx Real Estate Investment 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Ernst & Young LLP or any successor auditor selected by Purchaser, the “Auditor”) to conduct an audit of the income statements of the Property for the year of Closing 2000, 2001, 2002 and 2003 (to the date of Closing) and the two (2) prior years), and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G", T (the “Representation Letter”) 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) Purchaser or its auditor Auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, ; and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, ; and (iii) Seller Purchaser acknowledges, and Purchaser acknowledge and agree agrees that the letter of representation only representations and warranties that Purchaser may have relied on, or may be entitled to be delivered rely on, in connection with the transactions contemplated by Seller to Purchaser substantially this Agreement are those set forth in Sections 5.1 and 8.1 hereof and that the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the such representations and or warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement in any manner or to expose Seller to any risk of liability to third parties. The provisions of this Section 9.20 shall survive Closing, other than the Auditor as set forth in the Representation Letter.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date three prior calendar years. Purchaser shall be responsible for all of Closing) and the two (2) prior years, and Seller’s out-of-pocket costs associated with this audit. Seller shall cooperate (at no out-of-pocket cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", and’s auditor, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 its agents and accountants, at no out-of-pocket cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 This provision shall survive ClosingClosing until the expiration of the Survival Period (as defined below).

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating PartnershipHoldings, L.P. LLC or Strategic Storage Trust, Inc.its 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "“G"”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "“G" ” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing. B. Although the Representation Letter is premised upon Seller utilizing generally accepted accounting principles (“GAAP”), Seller has informed Purchaser that Seller’s books and records are not kept in accordance with GAAP, but rather use the modified cash and accrual basis method of accounting. Inasmuch as the Representation Letter requires that Seller’s books and records be kept in accordance with GAAP, Purchaser has agreed, at its expense, to have its auditors convert Seller’s books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following the conversion of its books and records to GAAP by Purchaser’s auditors.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. (a) From and after the Effective Acceptance Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s sole cost and expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or and/or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnershipits assignee, L.P. or Strategic Storage Trust, Inc.)and each of 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO, P.C. CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees agree to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"Schedule 11.18 (the Representation Letter), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s sole cost and expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, ; and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, respective agents or accountants) have maintained such information, ; and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 11.18 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s sole expense) copies of, or shall provide Purchaser access to, the books and records which are in Seller’s possession or reasonable control with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or reasonable control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Xxxxx Operating Partnership, L.P. or Strategic Storage Xxxxx Real Estate investment 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Ernst & Young or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of ClosingClosing Date) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, ; and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.]

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after Subsequent to the Closing Datebut no later than one (1) calendar year following the Closing, Seller shall provide to Purchaser Purchaser’s auditor (at Xxxx Xxxxx or any successor auditor selected by Purchaser's expense) copies ofmay conduct an audit, or shall provide Purchaser access to, the books and records with respect only to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.), to file its or their Form 8-K, if, as and when such filing may be extent required by the Securities and Exchange Commission ("SEC"the “Audit”). At Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the last complete fiscal year of immediately preceding the Closing and the stub period through the Closing (the “Audit Period”) and to otherwise enable Purchaser or its affiliates to prepare audited financial statements to the date extent necessary to comply with requirements of Closing) the Securities and the two (2) prior years, and Exchange Commission. Seller shall reasonably cooperate (at no cost or liability of any kind to Seller) with Purchaser's ’s auditor in the conduct of the Audit, so long as such audit. In addition, cooperation does not entail an excessive amount of time to be spent by Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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 Closingits representatives. Without limiting the foregoing, (ia) Purchaser or its designated independent or other auditor may audit Seller's the operating statements of the PropertyProperty for the Audit Period, at Purchaser's expense’s expense and, and upon Purchaser’s reasonable prior written request, Seller shall provide allow Purchaser’s auditors reasonable access to such documentation books and records maintained by Seller, its property manager or accountants in respect to the Property and pertaining to the Audit Period as Purchaser or its auditor may reasonably request in order necessary to complete such audit, conduct the Audit; and (iib) Seller shall furnish use reasonable efforts to provide to Purchaser such existing financial and other information as may be reasonably required by Purchaser and required for Purchaser’s auditors to make any required filings with conduct the SEC or other governmental authority; Audit, provided, however, that the foregoing ongoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable bycontrol of Seller, Seller, ’s accountants or its agents and accountantsproperty manager, at no cost or liability of any kind to Sellerany of such parties, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions obligations of Seller under this Section 9.20 Paragraph shall survive Closingthe Closing for one (1) year.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date of Closing) and the two (2) three prior calendar years, and . Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", andprovide, 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, (ia) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (iib) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall use commercially reasonable efforts to provide to Purchaser (at Purchaser's ’s expense) copies of, or shall use commercially reasonable efforts to provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish such factual information as may be reasonably requested by Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, Seller or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupDeloitte & Touche LLP, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date of Closing) and the two three (23) prior years, and calendar years (the “314 Audit”). Purchaser shall be responsible for all out-of-pocket costs associated with the 314 Audit. Seller shall use commercially reasonable efforts to cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such auditthe 314 Audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation in substantially in the form attached hereto as Exhibit "G", Z (the “Representation Letter”) and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required requested before or after Closing. Without limiting the foregoing, : (ia) Purchaser or its designated independent or other auditor may may, as part of the 314 Audit, audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall use commercially reasonable efforts to provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, ; and (iib) Seller shall use commercially reasonable efforts to furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser 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 its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have has maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From For a period of one (1) year following the Effective Date through and including sixty (60) days after the Closing DateClosing, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is Documents in the possession or reasonable control of Seller, or any of its affiliates, agents, or accountants, Seller to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements Operating Statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date last three (3) years or any shorter period of Closing) Seller’s ownership of the Property and any additional information concerning the two (2) prior years, revenue and operating expense information in the possession of Seller reasonably necessary to complete such audit. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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) Purchaser or its designated independent or other auditor may audit Seller's operating statements ’s Operating Statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation Operating Statements as Purchaser or its auditor may reasonably request in order to complete such audit together with any additional information concerning the revenue and operating expense information in the possession of Seller reasonably necessary to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information Documents as may be reasonably required by Purchaser or any affiliate of Purchaser 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 existing Documents as may be in the possession of, or reasonably obtainable by, reasonable control of Seller, or its agents and accountants, at no cost to Seller, and in . All of the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to foregoing shall be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant subject to the terms and provisions conditions of this Agreement or Section 6.3 hereof. Seller’s undertaking pursuant to expose Seller to any risk of liability to third parties. The provisions of this Section 9.20 23.11 shall survive the Closing for a period of one (1) year and shall not be merged into any instrument of conveyance delivered at Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to may conduct an audit as required of Purchaser pursuant to Rule 3-14 of Securities and Exchange Commission Regulation S-X (the “3-14 Audit”) of the income statements of the Property for the last complete fiscal year of immediately preceding the Closing Date (to the date of Closing) and the two (2) prior years“Covered Audit Period”), and Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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 Closing3-14 Audit. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller's the operating statements of the Property, at Purchaser's expense’s expense and, upon Purchaser’s prior written request, Seller shall allow Purchaser’s auditors reasonable access to such books and records maintained by Seller in respect to the Property and pertaining to the Covered Audit Period as necessary to conduct such 3-14 Audit, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish use reasonable efforts to provide to Purchaser such existing financial and other information as may be reasonably required by Purchaser and required for Purchaser’s auditors to make any required filings with the SEC or other governmental authorityconduct such 3-14 Audit; provided, however, that the foregoing ongoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, control of Seller, the Seller’s accountants or its agents and accountantsProperty Manager, at no cost to Sellerany of such parties, and in the format that Seller (or its affiliates, agents accountants or accountants) Property Manager have maintained such information. Notwithstanding anything contained in this Section 11.18 to the contrary, in no event shall Seller or any of Seller’s Affiliates be obligated to (i) make any representations or certificates regarding such financial information, or (ii) disclose any confidential or non-public financial information with respect to any of Seller’s Affiliates or any property of any such Seller’s Affiliate. Purchaser acknowledges and (iii) Seller agrees that Purchaser’s obligation to close the transaction contemplated by this Agreement shall not be conditioned on the completion of such 3-14 Audit and Purchaser acknowledge and agree that the letter of representation Closing shall not be delayed in order for such 3-14 Audit to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closingcompleted.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, excluding any materials of a privileged, confidential or proprietary nature, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage TrustXxxxx Core Office Income REIT, 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. & Xxxxxx or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the last complete fiscal year of Closing (to the date of immediately preceding Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially with respect to the last complete fiscal year immediately preceding Closing in the form attached hereto as Exhibit "GH", and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet expense data for the Property, whether required before Closing or after for up to 180 days following closing, for the three (3) year period preceding Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller's operating statements of the Property, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental authority, excluding any materials of a privileged, confidential or proprietary nature; 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 Seller, or its agents and 's accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing DateClosing, Seller shall provide to Purchaser (at Purchaser's ’s expense, including reimbursement of Seller’s time providing such information at commercially reasonable rates) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expenseexpense (including reimbursement of Seller’s time at commercially reasonable rates), Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two one (21) prior yearsyear, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“H” (the “Representation Letter”), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. (a) From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "“G"”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "“G" ” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing. (b) Although the Representation Letter is premised upon Seller utilizing generally accepted accounting principles (“GAAP”), Seller has informed Purchaser that Seller’s books and records are not kept in accordance with GAAP, but rather use the modified cash and accrual basis method of accounting. Inasmuch as the Representation Letter requires that Seller’s books and records be kept in accordance with GAAP, Purchaser has agreed, at its expense, to have its auditors convert Seller’s books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following the conversion of its books and records to GAAP by Purchaser’s auditors.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies ofоf, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date of Closing) and the two (2) one additional prior years, and calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", andauditor, 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) Purchaser or its designated independent or other auditor may audit Seller's operating statements of the Property, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser Purchaser, at Purchaser's expense, such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 This Section 9.20 15.24 shall survive Closingthe Closing for one year.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date date of this Agreement through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating PartnershipTrust II, L.P. or Inc., a Maryland corporation and/or Strategic Storage Growth Trust, Inc.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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"L (the “Representation Letter”), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.and

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property which are in Seller’s possession or under Seller’s control and shall furnish Purchaser Purchaser, at Purchaser’s expense, with such additional non-proprietary information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, affiliates or accountants, to enable assist Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“H” (the “Representation Letter”), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents affiliates or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.19 shall survive ClosingClosing for a period of seventy-five (75) days.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "“G"” (the “Representation Letter”), 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From Upon the Effective Date through and including sixty (60) days after the Closing Daterequest of Purchaser, post-Closing, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably and records with respect to the ownershiptimely requested by Purchaser, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, Seller’s property manager, Affiliates or any of its affiliates, agents, or accountants, accountants to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.), and/or its Affiliates) to file its or their Current Report on Form 8-K, including all amendments thereto, if, as and when such filing may be required by the Securities and Exchange Commission ("“SEC"”). At Purchaser's ’s sole cost and expense, post-Closing, Seller shall allow Purchaser's auditor ’s independent public accounting firm (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaserthe “Auditor”) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the most recently completed two (2) prior fiscal years, and shall cooperate (at no cost to Seller) with Purchaser's auditor the Auditor in the conduct of such audit. In addition, post-Closing (but not more than ten (10) business days after Purchaser’s request therefor), Seller agrees to provide to Purchaser's auditor the Auditor a letter of representation (at no cost to Seller) in substantially in the form attached hereto as of Exhibit "G", “T” (the “Representation Letter”) 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, post-Closing (i) Purchaser or its auditor the Auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, ; and Seller shall provide such documentation as Purchaser or its auditor the Auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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, Seller’s property manager, Affiliates or its agents and accountants, at no cost to Seller, and in the format that Seller (Seller, Seller’s property manager, Affiliates or its affiliates, agents or accountants) accountants have maintained such information, ; and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is Representation Letter will not intended to expand, extend, supplement or increase any of the representations and or warranties made by Seller to Purchaser pursuant to the terms and provisions of set forth in this Agreement or any Transaction Document in any manner or to expose Seller to any risk of liability to the Purchaser, the Purchaser’s Affiliates or any third parties, other than the Auditor as expressly set forth in the Representation Letter. The Notwithstanding anything to the contrary, the provisions of this Section 9.20 shall survive ClosingClosing for a period of nine (9) months. All matters under this paragraph which are at Purchaser’s expense and at no out-of pocket cost to Seller, shall be paid by Purchaser to Seller on demand.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's sole expense) copies of, or shall provide Purchaser access to, the books and records which are in Seller's possession or reasonable control with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or reasonable control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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) Purchaser or its auditor may audit Seller's operating statements of the Property, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage TrustWxxxx Core Office Income REIT, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Fxxxxxx & Dxxxxx or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the last complete fiscal year of Closing (to the date of Closing) and the two (2) prior yearsimmediately preceding year, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“H”, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental authority; provided. Notwithstanding anything contained herein to the contrary, 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information. At no cost to Seller, and (iii) at the specific request of Buyer, Seller shall cooperate reasonably with Buyer to arrange for interviews of Tenants and Purchaser acknowledge and agree that governmental authorities in connection with the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive ClosingProperty.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"L (the “Representation Letter”), 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, but in no event shall Seller be required to provide any financial information other than for the Property. Without limiting the foregoing, (i) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation PURCHASE AND SALE AGREEMENT (NANTUCKET SELF STORAGE) – Page 26 as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. , (iv) Purchaser shall promptly reimburse Seller for all reasonable, out-of-pocket costs and expenses incurred by Seller in connection with Seller’s obligations under this Section 12.22 (it being acknowledged that Seller will incur costs to a third-party administrator or accountant for the preparation, review and other requirements of Seller hereunder), and (v) Purchaser agrees to defend, indemnify and hold Seller harmless from any liability, damages, or costs, including (without limitation) reasonable attorneys’ fees, that may result from Seller providing such information and documentation under this Section 12.22, unless arising as a result of the negligence or willful misconduct of Seller. B. Inasmuch as any adjustments to Seller’s books and records are required to conform to generally accepted accounting principles (“GAAP”), Purchaser has agreed, at its expense, to have its auditors convert Seller’s books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following Seller’s review and approval of any adjustments of its books and records by Purchaser’s auditors. C. The provisions of this Section 9.20 12.22 shall survive Closing.. PURCHASE AND SALE AGREEMENT (NANTUCKET SELF STORAGE) – Page 27

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Xxxxx Core Income Operating Partnership, L.P. L.P., a Delaware limited partnership, or Strategic Storage TrustXxxxx Core Office Income REIT, Inc.), a Maryland corporation) 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. & Xxxxxx or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the last complete fiscal year of Closing (to the date of Closing) and the two (2) prior yearsimmediately preceding year, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", and’s auditor, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information. In connection with the foregoing, at no cost to Seller, and (iii) at the specific request of Purchaser, Seller shall cooperate reasonably with Purchaser to arrange for interviews of tenants and Purchaser acknowledge governmental authorities in connection with the Property. All books, records, materials and agree that the letter of representation responses to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.questions provided to

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"I (the “Representation Letter”), 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, but in no event shall Seller be required to provide any financial information other than for the Property. Without limiting the foregoing, (i) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation PURCHASE AND SALE AGREEMENT (OCOEE SELF STORAGE) – Page 26 as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. , (iv) Purchaser shall promptly reimburse Seller for all reasonable, out-of-pocket costs and expenses incurred by Seller in connection with Seller's obligations under this Section 12.22 (it being acknowledged that Seller will incur costs to a third-party administrator or accountant for the preparation, review and other requirements of Seller hereunder), and (v) Purchaser agrees to defend, indemnify and hold Seller harmless from any liability, damages, or costs, including (without limitation) reasonable attorneys' fees, that may result from Seller providing such information and documentation under this Section 12.22, unless arising as a result of the negligence or willful misconduct of Seller. B. Inasmuch as any adjustments to Seller's books and records are required to conform to generally accepted accounting principles ("GAAP"), Purchaser has agreed, at its expense, to have its auditors convert Seller's books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following Seller's review and approval of any adjustments of its books and records by Purchaser's auditors. C. The provisions of this Section 9.20 12.22 shall survive Closing.. [SIGNATURE PAGES AND EXHIBITS TO FOLLOW] PURCHASE AND SALE AGREEMENT (OCOEE SELF STORAGE) – Page 27 SIGNATURE PAGE TO

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From In addition to the Effective Date through and including sixty (60) days after the Closing Dateaccess contemplated by Section 5.B above, Seller shall provide agrees to cooperate with Purchaser (at Purchaser's expense) copies of, or shall to provide Purchaser access to, to such factual information concerning the books and records with respect to the ownership, management, maintenance and operation of the Property Properties as may be requested by Purchaser, and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the actual possession or control of Seller, any of the Owners (other than CalPERS), CommonWealth, or any of their respective subsidiaries (other than subsidiaries of CalPERS), or reasonably obtainable from its affiliates, agents, property manager or accountants, to the extent actually necessary to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.), to file its or their any reports on Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission ("“SEC"”), at no cost to Seller (other than typical and customary administrative expenses). At Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income and operating statements of the Property Properties for the year of Closing (to through and including the date of Closing) and to the extent in Seller’s or its property manager’s actual possession, the two (2) prior years, and shall cooperate (cooperate, at no cost to Seller) Seller (other than typical and customary administrative expenses), with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees audit and in connection with such audit to provide deliver to Purchaser's ’s auditor a representation letter (“Letter of representation substantially Representation”) in the form attached hereto as Exhibit "G"“X”, and, if requested by such auditor, historical financial statements for which Letter of Representation shall only apply to the Property, including income and balance sheet data for period of time during which Seller (or the Property, whether required before or after Closing. Without limiting the foregoing, (iapplicable Owner) Purchaser or its auditor may audit Seller's operating statements owned each of the Property, at Purchaser's expense, Properties and Seller shall provide such documentation with each statement in the Letter of Representation made to “Seller’s knowledge” as Purchaser or its auditor may reasonably request that phrase is defined in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental authoritythis Agreement; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession ofphrase, or reasonably obtainable by, Seller, or its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions for purposes of this Section 9.20 5.C shall also include Xx. Xxxx Xxxxxx, and Seller’s controller if requested by the auditor(s). The Seller’s obligation to cooperate under this Section 5.C shall survive Closing.Closing for nine (9) months and thereafter, Seller shall have no obligation whatsoever under this Section 5.C.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating PartnershipHoldings, L.P. LLC, or Strategic Storage Trust, Inc.its 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group’s auditor, P.C. CohnReznick LLP, or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“F”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" “F” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing. B. Although the Representation Letter is premised upon Seller utilizing generally accepted accounting principles (“GAAP”), Seller has informed Purchaser that Seller’s books and records are not kept in accordance with GAAP, but rather use the modified cash and accrual basis method of accounting. Inasmuch as the Representation Letter requires that Seller’s books and records be kept in accordance with GAAP, Purchaser has agreed, at its expense, to have its auditors convert Seller’s books and records to GAAP, prior to Seller executing the Representation Letter, and Seller agrees to so execute the Representation Letter following the conversion of its books and records to GAAP by Purchaser’s auditors. The provisions of this Section 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date of Closing) and the two (2) three prior calendar years, and . Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", andprovide, 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) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to third parties. The provisions of set forth in this Section 9.20 7.4 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies ofîf, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the date of Closing) and the two (2) one additional prior years, and calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", 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) Purchaser or its designated independent or other auditor may audit Seller's operating statements of the Property, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information relating to the Property (as opposed to Seller) as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 relating to the Property (as opposed to Seller) as may be in the possession of, or reasonably obtainable by, Seller, its property manager or its agents and accountants, at no material cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 This provision shall survive Closingclosing for nine (9) months.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser, or shall cause Manager to provide to Purchaser (at Purchaser's ’s expense) ), copies of, or shall provide Purchaser access to, the books such factual information as may be reasonably requested by Purchaser and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, Manager or any of its affiliates, agents, or Seller’s accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two year in which the Closing occurs plus up to one additional calendar year (2) prior yearsthe “Relevant Period”), and excluding any Confidential Documents. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In additionAs a condition to Seller’s granting access and delivering information as provided for under this Section 11.23, Purchaser agrees to cause Manager to provide to Purchaser’s auditor when requested by Purchaser’s auditor letters of representation in the forms attached hereto as Exhibit Z, with such changes as requested by Purchaser’s auditor (the “Representation Letters”); provided, however, Purchaser shall cause Manager to deliver to Purchaser’s auditor the Representation Letters (whether or not requested by Purchaser’s auditor) and provide Seller with a copy thereof after the completion of any such audit. Purchaser shall provide, or cause Manager to provide, to Seller copies of any GAAP financial statements for the Property covering the Relevant Period generated by Purchaser or Manager either in advance of or after submitting the same to the Securities and Exchange Commission or other governmental authority or any other third party. If requested by such auditor, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", and, if requested by such auditor, historical financial statements for the PropertyProperty for the Relevant Period, including income and balance sheet data for the Property, but only to the extent prepared by or for Seller for the Relevant Period, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the PropertyProperty for the Relevant Period, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information relating to the Relevant Period as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 relates to the Relevant Period and as may be in the possession of, or reasonably obtainable by, Seller, Manager or its agents and Seller’s accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents Manager or Seller’s accountants) have maintained such information. Nothing contained in this Section 11.23 shall expand any representations or warranties of Seller set forth in this Agreement, and (iii) Seller does not make, and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expandexpressly disclaims, extend, supplement or increase the any representations and warranties made by Seller to Purchaser pursuant with respect to the terms and provisions of this Agreement or information to expose Seller be provided to any risk of liability to third parties. The provisions of the auditor as described in this Section 9.20 11.23, and no such information shall be relied upon by Purchaser. This provision shall survive Closing.. [signatures commence on following page]

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and that portion of the two (2) prior yearsyears that Seller owned the Property, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“H” (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property from only that period that Seller owned the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access toto during normal business hours and upon seven (7) days prior written notice, the books such factual information as may be reasonably requested by Purchaser, and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) the year in which the Closing occurs and the two (2) prior years, calendar year of 2009 for the sole purpose of complying with the Section 314 audit requirements. Purchaser shall be responsible for all out-of-pocket costs associated with this audit and Purchaser’s request of Seller. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such auditaudit by providing such information. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "G", and’s auditor, if requested by such auditor, historical financial statements for the Property during Seller’s ownership of the Property, including income and balance sheet data for the Property, whether required before or after ClosingClosing for the sole purpose of complying with Section 314 audit requirements. Without limiting the foregoing, (i) Purchaser or its designated independent auditor or other auditor may audit Seller's ’s operating statements of the Property, Property for the calendar year 2009 and 2010 until Closing at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such non-privileged financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser 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, of Seller, its property manager or its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information. Seller’s obligations under this Section 24(m) shall survive Closing for a period of twelve (12) months. Notwithstanding anything contained herein to the contrary, (i) all information provided by Seller is without representation or warranty by Seller or recourse to Purchaser and (iiiii) Seller and Purchaser acknowledge and agree that Seller’s delivery requirements shall be limited to information during the letter period of representation to be delivered by Seller to Purchaser substantially in Seller’s ownership of the form attached hereto as Exhibit "G" is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive ClosingProperty.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, to file its or their Form 8-K, if, as and when such comply with the filing may be required by requirements of the Securities and Exchange Commission ("“SEC"”). At Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"“I” (the “Representation Letter”), , 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser, or shall cause its property manager to provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect such factual information relating to the ownership, management, maintenance period of Seller’s ownership as may be reasonably requested by Purchaser and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing (occurs plus up to the three prior calendar years, excluding any confidential information described in Section 4.10 hereof; provided, however, Seller shall not be required to provide any such documentation for any period prior to the date of Closing) and that Seller acquired the two (2) prior years, and Property. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide provide, or to cause its property manager to provide, to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"T (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, but only to the extent prepared by or for Seller for the years in which it has owned the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property for the period of Seller’s ownership of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information relating to the period of Seller’s ownership of the Property as may be reasonably required by Purchaser or any Affiliate of Purchaser 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 relates to the period of Seller’s ownership of the Property and as may be in the possession of, or reasonably obtainable by, Seller, its property manager or its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such information. Nothing contained in this Section 14.22 shall expand any representations or warranties of Seller set forth in this Agreement, and (iii) Seller Sell does not make, and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended to expandexpressly disclaims, extend, supplement or increase the any representations and warranties made by Seller to Purchaser pursuant with respect to the information to be provided to the auditor as described in this Section 14.22, and no such information shall be relied upon by Purchaser. The terms and provisions conditions upon which the auditor may rely on such information are set forth in the Representation Letter, and Purchaser shall not be a party to or addressee of this Agreement the Representation Letter or to expose Seller to have any risk of liability to third parties. The provisions of this Section 9.20 shall survive Closingparty or other rights thereunder.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty (60) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year of Closing (to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "“G"”, 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) Purchaser or its auditor may audit Seller's ’s operating statements of the Property, at Purchaser's ’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "“G" ” is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser 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 9.20 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty seventy five (6075) days after the Closing Date, Seller shall provide to Purchaser (at Purchaser's expense) copies of, or shall provide Purchaser access to, the books and records prepared by the property management company for the Property with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage Trust, Inc.)its assignee, 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 Purchaser's sole cost and expense, Seller shall allow Purchaser's auditor (Xxxxxxx GroupBDO USA, P.C. LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property prepared by the property management company for the calendar year of prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's auditor a letter of representation substantially in the form attached hereto as Exhibit "GH" (the "Representation Letter"), 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) Purchaser or its auditor may audit Seller's the operating statements of the PropertyProperty prepared by the property management company, at Purchaser's expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental 22 DOCVARIABLE BABC_DocID 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 agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" Representation Letter is not intended to expand, extend, supplement or increase the representations and warranties made by Seller to Purchaser pursuant to the terms and provisions of this Agreement or to expose Seller to any risk of liability to Purchaser or third parties. Notwithstanding anything to the contrary set forth or implied herein, Seller shall not be required to disclose or make available to Purchaser or its auditor any books and records of SAF-ABUN, LP., a Delaware limited partnership, to the extent unrelated to the management, maintenance and operation of the Property. The provisions of this Section 9.20 9.19 shall survive Closing.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the Effective Date through and including sixty Seller shall, for a period of one hundred twenty (60120) days after the Closing DateClosing, Seller shall provide to Purchaser (at Purchaser's ’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional factual information concerning the same as Purchaser shall reasonably request and other than information which is proprietary, privileged or otherwise confidential (“Disclosure Information”) as may be reasonably requested by Purchaser, and in the possession or control of Seller, or any of its affiliates, agents, property manager or accountants, to enable Purchaser (or Strategic Storage Operating Partnership, L.P. or Strategic Storage TrustXxxxx Core Office Income REIT, 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 Purchaser's ’s sole cost and expense, Seller shall allow Purchaser's ’s auditor (Xxxxxxx Group, P.C. & Xxxxxx or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property Project for the last complete fiscal year of Closing (to the date of Closing) and the two (2) prior yearsimmediately preceding year, and shall reasonably cooperate (at no cost to Seller) with Purchaser's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser's ’s auditor a letter of representation substantially in the form attached hereto as Exhibit "G"M, and, if requested by such auditor, historical financial statements for the PropertyProject, including income and balance sheet data for the PropertyProject, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the PropertyProject, at Purchaser's ’s expense, and Seller shall provide such documentation Disclosure Information as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental authority; provided. Notwithstanding anything contained herein to the contrary, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation Disclosure Information as may be in the possession of, or reasonably obtainable by, Seller, its property manager or its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents property manager or accountants) have maintained such informationDisclosure Information. Seller assumes no liability as a result of such cooperation, and (iii) Purchaser acknowledges and agrees that all Disclosure Information delivered by Seller or its property manager to Purchaser or its auditor pursuant to this Section 37 are provided as a convenience only and that any reliance on or use of such Disclosure Information shall be at the sole risk of Purchaser. Purchaser acknowledge acknowledges and agree agrees that the letter neither Seller, any affiliate of representation to be Seller, nor any person or entity which prepared such Disclosure Information delivered by Seller to Purchaser substantially in the form attached hereto as Exhibit "G" is not intended or its auditor pursuant to expand, extend, supplement or increase the representations and warranties made by Seller this Section 37 shall have any liability to Purchaser pursuant for any inaccuracy in or omission from any Disclosure Information, and Purchaser agrees to the terms indemnify, protect, defend and provisions of this Agreement or to expose hold Seller to harmless from any risk of liability to third parties. The provisions of this Section 9.20 shall survive Closingwith respect thereto.