Common use of Damage to Property Clause in Contracts

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this Agreement, the parties shall have no further obligations to each other under this Agreement.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result (A) Promptly upon obtaining knowledge of any fire, flood, earthquake, similar acts damage to the Property or any part thereof with an estimated cost of nature or other acts restoration in excess of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Fifty Thousand and No/100 Dollars ($500,000.0050,000), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within but in no event later than ten (10) days after Borrower obtains such amount has been determinedknowledge, Borrower shall notify Lender of such damage in writing. Borrower shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Borrower shall be applied to such restoration. Lender shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Lender, at Borrower's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the material amount of the Insurance Proceeds is not sufficient to restore the Property based on an independent contractor's or adverse change involves damage requiring repair and engineer's opinion, subject to revision as restorations are made, Borrower shall be obligated to pay the difference toward the restoration costs in excess of Five the Property, prior to the application of any Insurance Proceeds to such restoration as provided herein. (B) If the estimated cost of restoration is equal to or less than One Hundred Fifty Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”150,000), the parties Borrower shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Lender shall deliver such to such material or adverse change shall be treated as a “cost” which Borrower for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than One Hundred Fifty Thousand Dollars ($150,000), however, that HSRE Lender shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Lender without its prior consent. Upon settlement of insurance claims, and if Borrower can demonstrate to the reasonable satisfaction of Lender that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Note and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess "Debt Coverage Ratio") will be at least one hundred five percent (105%) for the twelve (12) months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties Insurance Proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with Section 1.05 below.

Damage to Property. If before Seller agrees to give Buyer prompt notice of any fire or other casualty affecting the Land, the Improvements or the Personal Property between the Effective Date and the Closing one that would allow Buyer to terminate this Contract or that Seller reasonably estimates would cost more than $25,000 to repair. Buyer or its designated agents may enter upon the Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Contract for the purpose of inspecting any such casualty. (a) If, prior to the Closing, the Property is damaged by a fire or other casualty that would cost $500,000 or more to repair, then in such event, Buyer may, at its option, elect to terminate this Contract by written notice to Seller within 20 days after the date of Seller’s notice to Buyer of the Facilities is materially casualty or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with at the Closing, whichever is earlier, in which case the Xxxxxxx Money (other than the Option Money) will be refunded to Buyer, and neither party will have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations which survive termination. In that eventIf neither Buyer nor Seller timely makes its election to terminate this Contract, if (A) then the amount Closing will take place as provided herein without reduction of the Purchase Price, and there will be assigned to Buyer at the Closing all interest of Seller in and to any casualty insurance proceeds available for received or to be received by reason of such damage or destruction (net of proceeds of rental loss have been determined prior and business interruption insurance allocable to the period through the Closing Date, amounts expended by Seller to stabilize or repair the Property and costs incurred by Seller in making proof of loss or settling claims with insurers) and Seller shall tender at Closing the deductible amounts under Seller’s insurance policies (including business interruption and rental loss insurance of Seller that would be applicable to the period after the Closing). (b) If, prior to the Closing, the Property is damaged by a fire or other casualty that would cost less than $500,000 to repair, then the difference between in such event (i) the cost of repairing and restoring such Facilities and this Contract shall not terminate, (ii) the total amount Seller keep Buyer informed of insurance proceeds payable Seller’s remedial actions with respect to such material adverse change fire or other casualty, and (the “Casualty Adjustment Amount”iii) at Closing, Seller shall be treated as a “cost” which is charged assign and transfer to Extra Space for purposes Buyer all interest of determining the Extra Space Distribution Amount pursuant Seller in and to Section 2.2.2 above, or (B) the amount of the any casualty insurance proceeds available for received or to be received by reason of such damage or destruction (net of proceeds of rental loss have not been determined prior and business interruption insurance allocable to the period through the Closing Date, then amounts expended by Seller to stabilize or repair the right Property and costs incurred by Seller in making proof of loss or settling claims with insurers) and Seller shall tender at Closing the deductible amounts under Seller’s insurance policies (including business interruption and rental loss insurance of Seller that would be applicable to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of period after the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determinedClosing). If the material damage or adverse change involves damage requiring repair and restoration costs in excess destruction arises out of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”)an uninsured risk, the parties Seller shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceedselect, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable by written notice within twenty (20) 10 days of the occurrence of such Major Eventdamage or destruction, either to terminate this Agreement Contract or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Buyer. (c) If and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have to the right to so terminate this Agreement), in which event, except as specifically provided otherwise extent that Seller is required in this AgreementSection 15 to assign and transfer to Buyer Seller’s right, title, and interest in and to insurance proceeds, (i) Seller shall use commercially reasonable efforts to cause its insurance carriers pay any unpaid insurance proceeds to which Buyer is entitled (including business interruption and rental loss insurance of Seller that would be applicable to the parties period after the Closing) to Buyer and for Buyer’s benefit, and (ii) if Seller’s insurance carriers do not permit assignment of such insurance proceeds to Buyer, then upon receipt of all such unpaid insurance proceeds, Seller shall have no further obligations pay the same to each other under Buyer. The provisions of this AgreementSection 15(c) shall survive the Closing.

Damage to Property. If before the Closing one Building, or more any material part thereof, shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged that substantial alteration or reconstruction of the Facilities is materially Building shall, in Landlord’s reasonable opinion after consultation with Tenant, be required or adversely affected in the event any way mortgagee of Landlord’s should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any firematerial uninsured loss to the Building, floodLandlord may, earthquakeat its option, similar acts terminate this Lease by notifying the Tenant in writing of nature or other acts such termination within ninety (90) days after the date of destruction which involves damage requiring repair such casualty. If Landlord does not elect to terminate this Lease, Landlord shall commence and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with reasonable diligence to restore the Closing. In Building to substantially the same condition in which it was immediately prior to the occurrence of the casualty, except that eventLandlord’s obligation to restore shall not exceed the scope of the work required to be done by Landlord in originally constructing the Building and installing improvements in the Building, if (A) the nor shall Landlord be required to spend for such work an amount in excess of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising actually received by Landlord as a result of the casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such material damage or adverse changethe repair thereof. Until such repairs and restoration are completed, all Rent is abated in which event, proportion to the amount portion of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” Building which is charged untenantable or inaccessible by Tenant in the conduct of its business. In the event Landlord is unable to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured complete all repair and restoration costs within three hundred sixty-five (365) after the date of such fire or casualty, Tenant may terminate this Lease upon written notice to Landlord. If any such damage causes any portion of the Building to become unusable or inaccessible by Tenant in excess the conduct of $500,000its business during the last year of the then existing Term of this Lease, either Extra Space Landlord or HSRE shall have Tenant may, on thirty (30) days’ notice to the right to so other, terminate this Agreement), in which event, except as specifically provided otherwise in this Agreement, the parties shall have no further obligations to each other under this AgreementLease.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Purchaser prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts of destruction which involves damage requiring repair casualty affecting the Land, the Improvements, or the Personal Property between the Effective Date and restoration costs of less than the Closing. (a) If, before Closing, the Property is damaged (i) by an insured fire or equal to Five Hundred Thousand other casualty that would cost One Million and No/100 no/100 Dollars ($500,000.00)1,000,000.00) or more to repair, the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) by an uninsured casualty that Seller is unwilling or unable to repair on or before Closing, (iii) which causes access to or parking on the total amount of insurance proceeds payable Property to be materially and adversely affected, (iv) which results in the Property violating any laws or failing to comply with respect to such material adverse change (zoning or any covenants, conditions or restrictions affecting the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 aboveProperty, or (Bv) the amount which gives rise to a right on behalf of the insurance proceeds available for such loss have not been determined prior any tenant under a Tenant Lease to the Closing Dateterminate its Tenant Lease (collectively, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major EventCasualty”), the parties shall proceed then Purchaser may, at its option, elect to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right terminate this Agreement by written notice to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable Seller within twenty (20) days after the date of Seller’s notice to Purchaser of the occurrence of such Major Eventcasualty or at the Closing, whichever is earlier, in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further rights or obligations under this Agreement, other than rights and obligations that expressly survive termination. If Purchaser fails to timely makes its election to terminate this Agreement pursuant to this Section 16 and the casualty is insured, then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller’s deductible under its insurance policies, and Seller shall assign to Purchaser at the Closing all of Seller’s interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence, including, to the extent assignable, the proceeds of any business interruption or loss of rental insurance. If Purchaser fails to timely makes its election to terminate this Agreement pursuant to this Section 16 and the casualty is uninsured, then the Closing shall take place as provided herein, Purchaser shall accept the Property in its condition at Closing and the Sales Price shall not be reduced. (b) If, before Closing, the Property is damaged by a fire or other casualty that is not a Major Casualty or if an uninsured casualty and if such Major Event results in uninsured repair and restoration costs in excess of $500,000Seller repairs the damage before Closing, either Extra Space or HSRE shall have the right to so then Purchaser may not terminate this Agreement), in which event, except as specifically provided otherwise in this Agreementand if the casualty is insured, the parties Sales Price shall have no further obligations be reduced by an amount equal to each other Seller’s deductible under this Agreementits insurance policies, and Seller shall assign to Purchaser at the Closing all of Seller’s interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence, including, to the extent assignable, the proceeds of any business interruption or loss of rental insurance. (c) Seller and Purchaser both agree to use the Seller’s insurance adjuster’s assessment to determine the amount of damages.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Buyer prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)casualty affecting the Land, the parties shall be obligated to proceed with Improvements or the Personal Property between the Effective Date and the Closing. In that event, if . (Aa) the amount of the insurance proceeds available for such loss have been determined If prior to the Closing Date, then the difference between either (i) the cost of repairing Property is damaged by an uninsured casualty costing TWO-HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00) or more to repair and restoring Seller is unwilling or unable to repair such Facilities and damage on or prior to the Closing; or (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” Property is damaged by fire or other casualty which is charged insured that would cost TWO-HUNDRED FIFTY-THOUSAND AND NO/100 DOLLARS ($250,000.00) or Contract of Sale — Wxxxxx Ranch Apartments more to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant repair, then in any such event, either Buyer or Seller may, at its option, elect to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior terminate this Contract by written notice to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable party within twenty (20) days after the date of Seller’s notice to Buyer of the occurrence of such Major Eventcasualty or at the Closing, whichever is earlier, in which case the Exxxxxx Money and any Extension Fee shall be refunded to Buyer, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If neither Buyer nor Seller timely makes its election to terminate this Agreement Contract, then the Closing shall take place as provided herein without reduction of the Sales Price (except for (i) the amount equal to Seller’s deductible under its insurance policies and if such Major Event results (ii) the amount, be in no event more than TWO-HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00) of the estimated cost to repair any uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreementcasually), and there shall be assigned to Buyer at the Closing all interest of Seller in and to any casualty insurance proceeds, including, to the extent assignable the proceeds of any business interruption or loss of rental insurance. (b) If prior to the Closing there shall occur damage to the Property caused by fire or other casualty which is insured that would cost less TWO-HUNDRED FIFTY-THOUSAND AND NO/100 DOLLARS ($250,000.00) to repair, then in any such event, except as specifically provided otherwise in this Agreement, the parties Buyer shall have no further obligations right to each other terminate this Contract, but there shall be assigned to Buyer at Closing all interest of Seller in and to any casualty insurance proceeds that may be payable to Seller on account of any such occurrence, including, to the extent assignable the proceeds of any business interruption or loss of rental insurance and the Sales Price shall be reduced by an amount equal to Seller’s deductible under this Agreementits insurance policies. (c) Seller and Buyer both agree to use the Seller’s insurance adjuster’s assessment to determine the amount of damages.

Damage to Property. (A) Promptly upon obtaining knowledge of any damage to the Property or any part thereof with an estimated cost of restoration in excess of $50,000.00, but in no event later than five (5) days after Mortgagor obtains such knowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Mortgagor shall be applied to such restoration. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If before the Closing one or more amount of the Facilities Insurance Proceeds is materially not sufficient to restore the Property based on an independent contractor's or adversely affected in any way engineer's opinion, subject to revision as a result of any firerestorations are made, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties Mortgagor shall be obligated to proceed with pay the Closing. In that event, if (A) difference toward the amount restoration of the insurance proceeds available for such loss have been determined Property, prior to the Closing Date, then the difference between (i) the cost application of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect any Insurance Proceeds to such material adverse change (the “Casualty Adjustment Amount”) shall be treated restoration as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or provided herein. (B) If the amount estimated cost of restoration is equal to or less than $250,000.00, Mortgagor shall promptly settle and adjust any claims under the insurance policies which insure against such risks and, upon receipt of the insurance proceeds available Insurance Proceeds, Mortgagee shall deliver such to Mortgagor for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder use in restoration of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten Property. (10C) days after such amount has been determined. If the material or adverse change involves damage requiring repair and estimated cost of restoration costs in excess of Five Hundred Thousand and No/100 Dollars (is greater than $500,000.00) or more (a “Major Event”)250,000.00, the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE Mortgagee shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Note and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess "Debt Coverage Ratio") will be at least 105% for the twelve months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties Insurance Proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with section 1.05 below.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result A. Promptly upon obtaining knowledge of any firedamage to the Property or any part thereof with an estimated cost of restoration in excess of $5,000, floodbut in no event later than five (5) days after Trustor obtains such knowledge, earthquake, similar acts Trustor shall notify Beneficiary of nature such damage in writing. Trustor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or other acts not insurance proceeds are sufficient for such restoration. All proceeds of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars any insurance on the Property ($500,000.00), the parties “Insurance Proceeds”) received by Trustor shall be obligated applied to proceed with such restoration. Beneficiary shall have the Closingright to obtain an opinion of an independent contractor or engineer reasonably satisfactory to Beneficiary, at Trustor’s expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. In that event, if (A) If the amount of the insurance proceeds available for such loss have been determined prior is not sufficient to restore the Closing DateProperty based on an independent contractor’s or engineer’s opinion, then subject to revision as restorations are made, Trustor shall be obligated to pay the difference between (i) toward the restoration of the Property. B. If the estimated cost of repairing restoration is equal to or less than $50,000, Trustor shall promptly settle and restoring adjust any claims under the insurance policies which insure against such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 aboverisks and, or (B) the amount upon receipt of the insurance proceeds available Insurance Proceeds, Trustee and Beneficiary shall deliver such to Trustor for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder use in restoration of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. Property. C. If the material or adverse change involves damage requiring repair and estimated cost of restoration costs in excess of Five Hundred Thousand and No/100 Dollars (is greater than $500,000.00) or more (a “Major Event”)50,000, the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE Beneficiary shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its reasonable discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, to terminate this Agreement adjustment, or compromise shall be final or binding upon Beneficiary without its prior consent (and if such Major Event results in uninsured repair and restoration costs which consent shall not be unreasonably withheld, delayed or conditioned). Upon settlement of insurance claims in excess of $500,00050,000 and if Trustor can demonstrate to the reasonable satisfaction of Beneficiary that the projected ratio of Net Operating Income, either Extra Space or HSRE shall have as defined below, to annual debt service due under the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementNote and any other notes secured by the Property (“Debt Coverage Ratio”) will be at least 105% for the twelve months immediately following reconstruction of the Property, the parties insurance proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with Section 1.5 below.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Buyer prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)casualty affecting the Land, the parties shall be obligated to proceed with Improvements or the Personal Property between the Effective Date and the Closing. In Buyer or its designated agents may enter upon the Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Contract for the purpose of inspecting any such casualty. Seller and Buyer hereby agree that event, if (A) the amount provisions of this Contract shall govern the parties’ obligations in the event of any damage or destruction to the Property or the taking of all or any part of the insurance proceeds Property, as applicable, and to the extent permitted by law, Seller and Buyer each expressly waive any other rights or obligations available for such loss have been determined to the parties under applicable law in the event of any damage or destruction to the Property or the taking of all or any part of the Property. (a) If prior to the Closing Datethere shall occur damage to the Property caused by fire or other casualty which would cost $500,000.00 or more to repair, then the difference between (i) the cost of repairing and restoring in any such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect Buyer may, at its option, elect to such material or adverse change shall be treated as a “cost” which is charged terminate this Contract by written notice to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable Seller within twenty (20) days after the date of Sellers’ notice to Buyer of the occurrence of such Major Eventcasualty or at the Closing, whichever is earlier, in which case the Xxxxxxx Money will be refunded to Buyer, and neither party will have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations which survive termination. If Buyer fails to timely make its election to terminate this Agreement Contract, then the Closing will take place as provided herein without reduction of the Sales Price except for a credit in the amount of the applicable insurance deductible, and there will be assigned to Buyer at the Closing all interest of Seller in and to any casualty insurance proceeds, specifically excluding the proceeds of any business interruption or loss of rental insurance. NAI-1500426046v5 (and if b) If prior to the Closing there shall occur damage to the Property caused by fire or other casualty which would cost less than $500,000.00 to repair, then in any such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall event Buyer will have the no right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementContract, the parties shall have no further obligations Closing will take place as provided herein without reduction of the Sales Price except for a credit in the amount of the applicable insurance deductible, and there will be assigned to each other under this AgreementBuyer at the Closing all interest of Seller in and to any casualty insurance proceeds, specifically excluding the proceeds of any business interruption or loss of rental insurance. (c) Seller and Buyer both agree to use Seller’s insurance adjuster’s assessment to determine the amount of damages.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Buyer prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)casualty affecting the Land, the parties shall be obligated to proceed with Improvements or the Personal Property between the Effective Date and the Closing. In Buyer or its designated agents may enter upon the Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Contract for the purpose of inspecting any such casualty. Seller and Buyer hereby agree that event, if (A) the amount provisions of this Contract shall govern the parties’ obligations in the event of any damage or destruction to the Property or the taking of all or any part of the insurance proceeds Property, as applicable, and to the extent permitted by law, Seller and Buyer each expressly waive any other rights or obligations available for such loss have been determined to the parties under applicable law in the event of any damage or destruction to the Property or the taking of all or any part of the Property. (a) If prior to the Closing Datethere shall occur damage to the Property caused by fire or other casualty which would cost $500,000.00 or more to repair, then the difference between (i) the cost of repairing and restoring in any such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect Buyer may, at its option, elect to such material or adverse change shall be treated as a “cost” which is charged terminate this Contract by written notice to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable Seller within twenty (20) days after the date of Sellers’ notice to Buyer of the occurrence of such Major Eventcasualty or at the Closing, whichever is earlier, in which case the Xxxxxxx Money will be refunded to Buyer, and neither party will have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations which survive termination. If Buyer fails to timely make its election to terminate this Agreement Contract, then the Closing will take place as provided herein without reduction of the Sales Price except for a credit in the amount of the applicable insurance deductible, and there will be assigned to Buyer at the Closing all interest of Seller in and to any casualty insurance proceeds, specifically excluding the proceeds of any business interruption or loss of rental insurance. (and if b) If prior to the Closing there shall occur damage to the Property caused by fire or other casualty which would cost less than $500,000.00 to repair, then in any such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall event Buyer will have the no right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementContract, the parties shall have no further obligations Closing will take place as provided herein without reduction of the Sales Price except for a credit in the amount of the applicable insurance deductible, and there will be assigned to each other under this AgreementBuyer at the Closing all interest of Seller in and to any casualty insurance proceeds, specifically excluding the proceeds of any business interruption or loss of rental insurance. (c) Seller and Buyer both agree to use the Seller’s insurance adjuster’s assessment to determine the amount of damages.

Damage to Property. If before (a) In case during the Closing one or more of Lease Term the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature Premises shall be damaged by fire or other acts casualty Landlord shall proceed forthwith to repair such damage and restore the Premises to substantially their condition at the time of destruction such damage subject to any zoning laws then in existence, but Landlord shall not be responsible for any delay which involves damage requiring repair may result from any cause beyond Landlord's reasonable control and restoration costs of less than or equal Landlord shall not be required to Five Hundred Thousand commence such work until it receives any proceeds it will receive with respect to the loss. Landlord and No/100 Dollars ($500,000.00), the parties Tenant shall use all reasonable efforts to obtain such proceeds within a reasonable time. In no event shall Landlord be obligated to proceed with pay for any such repairs or restorations in excess of available insurance proceeds. (b) If damage to the Closing. In that eventPremises is not covered by the insurance Tenant is required to carry pursuant to Section 11 and the cost to restore such damage exceeds 20% of the replacement cost of the Premises, if then Landlord, within sixty (A60) days after the occurrence of such event may give written notice to Tenant of its election to terminate this Lease, unless Tenant agrees in its discretion to reimburse the Landlord for the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration uncovered costs in excess of Five Hundred Thousand and No/100 Dollars 20% of the replacement cost of the Premises. ($500,000.00c) If the Premises are damaged to such an extent that the restoration thereof is not reasonably estimated to be completed within 180 days following the destructive event or more (a “Major Event”), if the parties shall proceed to Closing with restoration of the Facilities being transferred in their un-restored condition together with Premises is for any insurance proceeds or reason not actually completed within 180 days following the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which destructive event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE then Tenant shall have the right to so terminate this AgreementLease by delivery of written notice to Landlord. (d) In the event that the provisions of Section 12(a), in which event(b), except as specifically provided otherwise in this Agreementor (c) shall become applicable, the parties Base Rent shall have no further obligations be abated or reduced proportionately to each other under the interference with the Tenant's use of the Premises caused by the casualty (and Landlord shall return a pro rata portion of the semi-annual advance Base Rent payment) during any period in which, by reason of such damage or destruction, there is substantial interference with the operation of the business of Tenant in the Premises, having regard to the extent to which Tenant may be required to discontinue its business in the Premises, and such abatement or reduction shall continue for the period commencing with such destruction or damage and ending with the completion by Landlord of such repair or reconstruction as Landlord is obligated to complete. In the event of termination of this AgreementLease pursuant to this Section 12, this Lease and the Lease Term hereof shall cease and come to an end within a reasonable time after notice of termination as is required to permit Tenant to remove its property from the Premises.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) Promptly upon obtaining knowledge of any damage to the Property or any part thereof with an estimated cost of restoration in excess of $25,000.00, but in no event later than five (5) days after Trustor obtains such knowledge, Trustor shall notify Beneficiary of such damage in writing. Trustor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property (“Insurance Proceeds”) received by Trustor shall be applied to such restoration. Beneficiary shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Beneficiary, at Trustor’s expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the amount of the insurance proceeds available for such loss have been determined is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion, subject to revision as restorations are made, Trustor shall be obligated to pay the difference toward the restoration of the Property, prior to the Closing Date, then the difference between (i) the cost application of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect any Insurance Proceeds to such material adverse change (the “Casualty Adjustment Amount”) shall be treated restoration as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or provided herein. (B) If the amount estimated cost of restoration is equal to or less than $500,000.00, Trustor shall promptly settle and adjust any claims under the insurance policies which insure against such risks and, upon receipt of the insurance proceeds available Insurance Proceeds, Trustee and Beneficiary shall deliver such to Trustor for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder use in restoration of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten Property. (10C) days after such amount has been determined. If the material or adverse change involves damage requiring repair and estimated cost of restoration costs in excess of Five Hundred Thousand and No/100 Dollars (is greater than $500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE Beneficiary shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its commercially reasonable discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Beneficiary without its prior consent. Upon settlement of insurance claims, and if Trustor can demonstrate to the reasonable satisfaction of Beneficiary that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Notes and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess “Debt Coverage Ratio”) will be at least 105% for the twelve months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties insurance proceeds shall have no further obligations be deposited into an escrow fund in accordance with Section 1.5 below, prior to each other under this Agreementthe disbursement of any Condemnation Proceeds to, or for the account of Trustor.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Buyer prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)casualty affecting the Land, the parties shall be obligated to proceed with Improvements or the Personal Property between the Effective Date and the Closing. In that eventIf, if prior to the Closing, the Property is damaged by fire or other casualty which will cost more than $668,000.00 to repair based on Seller’s claims to the insurer (A) the amount “Threshold”), Buyer may, at its option, elect to terminate this Contract by giving written notice to Seller within twenty days after the date of Seller’s notice to Buyer of the insurance proceeds available for such loss casualty, in which case the Xxxxxxx Money (other than the Non-refundable Xxxxxxx Money) will be delivered to Buyer and neither party will have been determined any further rights or obligations hereunder, other than those which expressly survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section and the period of twenty days described in this Section has expired. If the Threshold is not met, or if Buyer does not timely make an election to terminate this Contract, then the Closing will take place as provided herein without reduction of the Sales Price, and at the Closing Buyer will receive (i) a credit against the cash balance of the Sales Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing DateDate under any applicable insurance policy or policies in effect with respect to the Property, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) an assignment of Seller's rights to any payments which may be payable subsequent to the total amount of Closing Date under any applicable insurance proceeds payable policy or policies in effect with respect to the Property (or, if Seller’s insurer will not consent in writing to the assignment of such material adverse change policy and/or payments, a credit for such amounts), (iii) an assignment of Seller's rights to payments with respect to rents due subsequent to the “Casualty Adjustment Amount”Closing Date under any rental insurance policy or policies with respect to the Property (or, if Seller’s insurer will not consent in writing to the assignment of such policy and/or payments, a credit for such amounts), and (iv) shall be treated as a “cost” which is charged credit against the cash balance of the Sales Price payable at the Closing in an amount equal to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the aggregate amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable deductibles with respect to all such material or adverse change shall be treated insurance policies. Seller hereby covenants to (1) keep in force through the Closing Date the same insurance with respect to the Property as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days in effect as of the occurrence Effective Date (copies of such Major Eventwhich have been provided to Buyer with the Submission Matters) and (2) cooperate to adjust, compromise and settle with the insurance company(s) with respect to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this Agreement, the parties shall have no further obligations to each other under this Agreementinsurance policies.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) Promptly upon obtaining knowledge of any damage to the amount Property or any part thereof with an estimated cost of restoration in excess of $100,000.00, but in no event later than five (5) days after Mortgagor obtains such knowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the insurance proceeds available for such loss have been determined Property to the same condition that existed immediately prior to the Closing Datedamage whether or not Insurance Proceeds are sufficient for such restoration. All proceeds of any insurance on the Property (“Insurance Proceeds”) received by Xxxxxxxxx shall be applied to such restoration. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, then the difference between (i) at Xxxxxxxxx’s expense, to estimate the cost of repairing and restoring such Facilities and (ii) to restore the total amount of insurance proceeds payable with respect Property to such material adverse change (the “Casualty Adjustment Amount”) shall its original condition, which opinion may be treated revised as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or restorations are made. (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material estimated cost of restoration, as reasonably determined by Mortgagee, is equal to or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars (less than $500,000.00) or more 500,000.00 for any one Property (a “Major EventSingle Casualty”) or $1,000,000.00 if the Casualty affects more than one Property (a “Multiple Casualty”), the parties Mortgagor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to such material Mortgagor for use in restoration of the Property. (C) If the estimated cost of restoration is greater than $500,000.00 for a Single Casualty or adverse change shall be treated as $1,000,000.00 for a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedMultiple Casualty, however, that HSRE Mortgagee shall have the right, exercisable but not the obligation, to participate in the settlement of the insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such insurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that (i) the Property can be legally rebuilt to the same use and substantially the same condition as existed prior to the casualty in compliance with all applicable current zoning laws, all current leases, and, if applicable, any other agreements or easements affecting the Property, (ii) the Mortgagor has access to sufficient funds, including Insurance Proceeds, to complete the restoration of the Property, and (iii) the projected Underwritable Cash Flow upon completion of the restoration will not be materially less than the Underwritable Cash Flow immediately prior to the casualty (and in all events must be adequate to pay Debt Service), the Insurance Proceeds shall be deposited into an escrow fund in accordance with section 1.05 below. (D) If in the reasonable judgment of Mortgagee the conditions of section 1.04(C) cannot be satisfied, or if the estimated cost of restoration is equal to or greater than fifty percent (50%) of the outstanding balance of the Note and the casualty occurs within twenty twelve (2012) days months of the maturity of the Loan, then at any time from and after the occurrence of such Major Eventthe damage, upon written notice to Mortgagor, Mortgagee may declare the entire balance of the Note and/or any Future Advances then outstanding and accrued and unpaid interest thereon, and all other sums or payments required thereunder or under this Mortgage, without any Prepayment Premium (provided no Event of Default hereunder exists), to terminate be immediately due and payable, and all Insurance Proceeds shall be applied by Mortgagee first to the reimbursement of any costs or expenses incurred by Mortgagee in connection with the damage or the determination to be made hereunder, and then to the payment of the indebtedness secured by this Agreement Mortgage in such order as Mortgagee may determine in its sole discretion. (E) Notwithstanding any provision herein to the contrary, if an Event of Default exists at any time from the time of damage through the completion of restoration and if such Major Event results in uninsured repair and restoration costs in excess the final release of $500,000, either Extra Space or HSRE shall have the right any Insurance Proceeds to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementMortgagor, the parties use of the insurance proceeds shall have no further obligations be governed by the remedies set forth in Article III below. If an event has occurred which with notice, the passage of time, or both, could become an Event of Default, then the Insurance Proceeds shall be held by Mortgagee or in the Escrow Fund, as applicable, pending cure of such event prior to each other under this Agreementthe expiration of any applicable cure or grace period. The application of any Insurance Proceeds to the indebtedness secured hereby shall not cure or waive any Event of Default hereunder or invalidate any act done pursuant to any notice thereof.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result (A) Promptly upon obtaining knowledge of any fire, flood, earthquake, similar acts damage to the Property or any part thereof with an estimated cost of nature or other acts restoration in excess of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Fifty Thousand and No/100 Dollars ($500,000.0050,000), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within but in no event later than ten (10) days after Grantor obtains such amount has been determinedknowledge, Grantor shall notify Beneficiary of such damage in writing. Grantor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Grantor shall be applied to such restoration. Beneficiary shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Beneficiary, at Grantor's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the material amount of the Insurance Proceeds is not sufficient to restore the Property based on an independent contractor's or adverse change involves damage requiring repair and engineer's opinion, subject to revision as restorations are made, Grantor shall be obligated to pay the difference toward the restoration costs in excess of Five the Property, prior to the application of any Insurance Proceeds to such restoration as provided herein. (B) If the estimated cost of restoration is equal to or less than One Hundred Fifty Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”150,000), the parties Grantor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Trustee and Beneficiary shall deliver such to such material or adverse change shall be treated as a “cost” which Grantor for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than One Hundred Fifty Thousand Dollars ($150,000), however, that HSRE Beneficiary shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Beneficiary without its prior consent. Upon settlement of insurance claims, and if Grantor can demonstrate to the reasonable satisfaction of Beneficiary that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Notes and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess "Debt Coverage Ratio") will be at least one hundred five percent (105%) for the twelve (12) months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties Insurance Proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with Section 1.05 below.

Damage to Property. If before Until Closing, the Closing one risk of loss or more damage to the Real Property or any portions thereof by fire, casualty, or any other cause, is assumed by Seller. If, prior to the Closing, all or any part of the Facilities Real Property is materially or adversely affected in any way as a result of any substantially damaged by fire, floodcasualty, earthquakethe elements or any other cause, similar acts Seller shall immediately give notice to Purchaser of nature or other acts of destruction which involves damage requiring repair such fact and restoration costs of less than or equal at Purchaser's option (to Five Hundred Thousand and No/100 Dollars be exercised within thirty ($500,000.0030) days after Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement and the parties Escrow Deposit shall be obligated refunded to proceed with Purchaser. If Purchaser fails to elect to terminate despite such damage, or if the ClosingSubject Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Subject Property to its condition prior to such damage. In that event, if (A) If such damage shall be completely repaired prior to Closing then there shall be no reduction in the amount Purchase Price and Seller shall retain the proceeds of the all insurance proceeds available for related to such loss have been determined damage. If such damage shall not be completely repaired prior to the Closing Datebut Seller is diligently proceeding to repair, then Seller shall complete the difference between (i) repair after the cost Closing and shall be entitled to receive the proceeds of repairing and restoring such Facilities and (ii) the total amount of all insurance proceeds payable with respect related to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which damage after repair is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 abovecompleted; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE Purchaser shall have the right to so terminate delay the Closing until repair is completed. If Seller shall fail to diligently proceed to repair such damage, then Purchaser shall have the right to require the Closing to occur and the Purchase price shall be reduced by the cost of such repair, or at Purchaser's option, Seller shall assign to Purchaser all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Agreement), in which event, except as specifically provided otherwise in this AgreementSection, the parties shall have no further obligations words "substantially damaged" means damage that would cost Thirty Five Thousand ($35,000.00) Dollars or more to each other under this Agreementrepair.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) Promptly upon obtaining knowledge of any damage to the Property or any part thereof with an estimated cost of restoration in excess of $25,000.00, but in no event later than five (5) days after Trustor obtains such knowledge, Trustor shall notify Beneficiary of such damage in writing. Trustor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property (“Insurance Proceeds”) received by Trustor shall be applied to such restoration. Beneficiary shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Beneficiary, at Trustor’s expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the amount of the insurance proceeds available for such loss have been determined is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion, subject to revision as restorations are made, Trustor shall be obligated to pay the difference toward the restoration of the Property, prior to the Closing Date, then the difference between (i) the cost application of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect any Insurance Proceeds to such material adverse change (the “Casualty Adjustment Amount”) shall be treated restoration as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or provided herein. (B) If the amount estimated cost of restoration is equal to or less than $500,000.00, Trustor shall promptly settle and adjust any claims under the insurance policies which insure against such risks and, upon receipt of the insurance proceeds available Insurance Proceeds, Trustee and Beneficiary shall deliver such to Trustor for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder use in restoration of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten Property. (10C) days after such amount has been determined. If the material or adverse change involves damage requiring repair and estimated cost of restoration costs in excess of Five Hundred Thousand and No/100 Dollars (is greater than $500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE Beneficiary shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its commercially reasonable discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Beneficiary without its prior consent. Upon settlement of insurance claims, and if Trustor can demonstrate to the reasonable satisfaction of Beneficiary that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Note and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess “Debt Coverage Ratio”) will be at least 105% for the twelve months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties insurance proceeds shall have no further obligations be deposited into an escrow fund in accordance with Section 1.5 below, prior to each other under this Agreementthe disbursement of any Condemnation Proceeds to, or for the account of Trustor.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result of any fireIf, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, any substantial or material portion of the Purchased Assets is damaged or destroyed by fire or other casualty, then Seller shall promptly upon acquiring actual knowledge thereof deliver written notice to Purchaser of such casualty and the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable following provisions shall apply with respect to such material adverse change casualty: (a) If such damage or destruction results in a casualty loss which would exceed $100,000.00 to repair, as determined by Seller in the exercise of reasonable discretion (the “Casualty Adjustment AmountThreshold”) ), either Purchaser or Seller shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned terminate this Agreement by written notice to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP other Party hereto received within ten (10) days after such amount has been determined. If the material notice of fire or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse changecasualty, in which eventevent this Agreement shall terminate and thereafter neither Party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If this Agreement is not terminated pursuant to this subsection, Seller and Purchaser shall be obligated to close the purchase and sale contemplated hereby. (b) If such damage or destruction results in a casualty loss in an amount not exceeding the Casualty Threshold, neither Purchaser nor Seller shall have such right to terminate this Agreement, except as otherwise provided in this Agreement. (c) At Closing, Seller shall assign to Purchaser all insurance proceeds payable under Seller’s insurance policies (if any) subject to the interest of any Liens on account of any such damage or destruction and credit to Purchaser all such insurance proceeds previously paid to Seller (if any), together with an amount equal to the amount of any “deductible” from insurance deductible applicable to the insurance proceeds payable with respect casualty loss. Seller shall not be obligated to repair or restore the damage to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence Purchased Assets on account of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this Agreement, the parties shall have no further obligations to each other under this Agreementcasualty.

Damage to Property. If before 5.1 The Property is at the Closing one or more risk of the Facilities Vendor until Completion. 5.2 If at any time prior to Completion, there is materially Material Damage to the Property, the Purchaser may elect by notice in writing to the Vendor to rescind this Agreement. On rescission, the Deposit shall be immediately returned to the Purchaser and the Purchaser shall by exchange return to the Vendor all the Title Documents held by the Purchaser and at the Purchaser’s cost withdraw any caveats and cancel any entries relating to the Property in the Singapore Land Authority. Each Party shall bear its own solicitors’ costs in the matter and neither shall have any further claim or adversely affected demand against the other for damages, costs or otherwise. In the event the Purchaser elects, by notice in any way as a result of any firewriting to the Vendor, floodnot to rescind this Agreement, earthquakethe Vendor must at its cost and expense repair that damage prior to Completion. Alternatively, similar acts of nature or other acts of destruction which involves damage requiring the Purchaser may elect to permit the Vendor to complete such repair and restoration reinstatement works at the Vendor’s cost and expense as soon as practicable after Completion subject to the following: 5.2.1 the Parties shall agree on a date by which such repair and reinstatement works (“Material Damage Repairs”) to make good the Material Damage shall be completed at the Vendor’s cost and expense; 5.2.2 the Purchaser shall deduct and retain from the balance Purchase Price payable on Completion pursuant to Clause 3.2.2, an amount (“Material Damage Retention Sum”) agreed between the Parties as the estimated costs and expenses in respect of less than or equal the Material Damage Repairs; and 5.2.3 if the Vendor shall fail to Five Hundred Thousand and No/100 Dollars ($500,000.00)make good the Material Damage by the agreed date mentioned in Clause 5.2.1 above, the parties Purchaser shall be obligated entitled to proceed with carry out and complete the Closing. In Material Damage Repairs and apply the Material Damage Retention Sum towards the costs and expenses for the same; Provided that event, if (A) by the Completion Date the Parties are not able to agree on the date by which the Material Damage Repairs are to be completed or the amount of the insurance proceeds available for such loss have been determined prior Material Damage Retention Sum, the Purchaser may nevertheless elect by notice in writing to the Closing DateVendor to rescind this Agreement. On rescission, then the difference between (i) Deposit shall immediately be refunded to the Purchaser and the Purchaser shall immediately return to the Vendor all the Title Documents held by the Purchaser and at the Purchaser’s cost of repairing withdraw any caveats and restoring such Facilities cancel any entries relating to the Property in the Singapore Land Authority. Each Party shall bear its own solicitors’ costs in the matter and (ii) neither shall have any further claim or demand against the total amount of insurance proceeds payable with respect to such material adverse change (other for damages, costs or otherwise. 5.3 For the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining Clauses 5.2 and 5.4, “Material Damage” means damage to the Extra Space Distribution Amount pursuant Property such that the Building or any part of it is damaged or destroyed so as to Section 2.2.2 abovebe unfit for use or occupation or rendered unsafe or inaccessible or cannot lawfully be used, or (B) and which in the amount opinion of A-REIT’s Appointed Valuers, adversely affects the valuation of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder fair market value of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten Property by more than five (105) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this Agreement, the parties shall have no further obligations to each other under this Agreementper cent.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result (A) Promptly upon obtaining knowledge of any fire, flood, earthquake, similar acts damage to the Property or any part thereof with an estimated cost of nature or other acts restoration in excess of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Fifty Thousand and No/100 Dollars ($500,000.0050,000), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within but in no event later than ten (10) days after Mortgagor obtains such amount has been determinedknowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Mortgagor shall be applied to such restoration. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the material amount of the Insurance Proceeds is not sufficient to restore the Property based on an independent contractor's or adverse change involves damage requiring repair and engineer's opinion, subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference toward the restoration costs in excess of Five the Property, prior to the application of any Insurance Proceeds to such restoration as provided herein. (B) If the estimated cost of restoration is equal to or less than One Hundred Fifty Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”150,000), the parties Mortgagor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to such material or adverse change shall be treated as a “cost” which Mortgagor for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than One Hundred Fifty Thousand Dollars ($150,000), however, that HSRE Mortgagee shall have the right, exercisable within twenty but not the obligation, to participate in the settlement of the insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such insurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio of Net Operating Income, as defined below, to annual debt service due under the Notes and any other notes secured by the Property (20"Debt Coverage Ratio") days will be at least one hundred five percent (105%) for the twelve (12) months immediately following reconstruction of the Property, the Insurance Proceeds shall be deposited into an escrow fund in accordance with Section 1.05 below. As used in this Mortgage, "Net Operating Income" shall mean: (i) all gross operating revenues anticipated to be received during the following twelve-month period based on leases in effect as of the date of calculation and only for such time as those leases are contracted to remain in effect without expiration by their terms or optional termination by the tenant (unless the tenant has waived its termination rights in writing or the term of the lease has been extended in writing), including without limitation all amounts to be received from tenants as payment of operating expenses (including real estate taxes and insurance and/or other operating expenses reimbursed by tenants) but not including refundable deposits, lease termination payments, excess tenant improvement and leasing commission payments included as additional rent, principal or interest payments received by Mortgagor on loans to tenants and fees and reimbursements for work performed for tenants by Mortgagor, LESS: (ii) all amounts, calculated on a pro forma basis, for the operation or maintenance of the Property for the following 12 month period, including ground rents, the cost of property management (which shall be no less than four percent of gross revenues), maintenance, cleaning, security, landscaping, parking maintenance and utilities, and other costs and expenses approved in writing by Mortgagee and amounts reasonably estimated by Mortgagee for the payment of real estate taxes and assessments and other taxes related to the operation of the Property, insurance premiums, necessary repairs and future replacements of equipment; payments under the Note shall not be included in Net Operating Income. Notwithstanding the foregoing, if any of the Related Agreements require a historical calculation of Net Operating Income, it shall be calculated on a cash basis for the previous twelve-month period as of the date of such calculation. (D) If in the reasonable judgment of Mortgagee the conditions of Section 1.04(C) cannot be satisfied, then at any time from and after the occurrence of such Major Eventthe damage, upon written notice to Mortgagor, Mortgagee may declare the entire balance of the Note and/or any Future Advances then outstanding and accrued and unpaid interest thereon, and all other sums or payments required thereunder or under this Mortgage, without any Prepayment Premium (provided there is no Event of Default hereunder), to terminate be immediately due and payable, and all Insurance Proceeds shall be applied by Mortgagee first to the reimbursement of any costs or expenses incurred by Mortgagee in connection with the damage or the determination to be made hereunder, and then to the payment of the indebtedness secured by this Agreement Mortgage in such order as Mortgagee may determine in its sole discretion. (E) Notwithstanding any provision herein to the contrary, if an Event of Default exists at any time from the time of damage through the completion of restoration and if such Major Event results in uninsured repair and restoration costs in excess the final release of $500,000, either Extra Space or HSRE shall have the right any Insurance Proceeds to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementMortgagor, the parties use of the Insurance Proceeds shall have no further obligations be governed by the remedies set forth in Article III below. If an event has occurred which with notice, the passage of time, or both, could become an Event of Default, then the Insurance Proceeds shall be held by Mortgagee or in the Escrow Fund, as applicable, pending cure of such event prior to each other under this Agreementthe expiration of any applicable cure or grace period. The application of any Insurance Proceeds to the indebtedness secured hereby shall not cure or waive any Event of Default hereunder or invalidate any act done pursuant to any notice thereof.

Damage to Property. If before the Closing one Leased Premises are made substantially untenantable by fire or more other casualty, Landlord shall engage a registered architect to provide to both Landlord and Tenant within forty-five (45) days of the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount casualty date an estimate of the insurance proceeds available for such loss have been determined prior time needed to restore the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect Leased Premises to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable propertytenantability, and Extra Space Landlord shall pay the Casualty Adjustment Amount provide to HSRE-ESP Tenant such estimate and all other relevant information in Landlord's possession within ten five (105) days after such amount has been determinedLandlord's receipt thereof. If the material time needed to restore the Leased Premises (including the Tenant Improvements as originally constructed pursuant to Exhibit D) to tenantability exceeds one hundred fifty (150) days, or adverse change involves damage requiring repair and if the restoration costs in excess would commence during the last twelve (12) months of Five Hundred Thousand and No/100 Dollars ($500,000.00) the Lease Term, then either Tenant or more (a “Major Event”), Landlord may elect to terminate this Lease as of the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result date of such material fire or adverse change, in which event, other casualty by delivery of notice of termination to the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable other party within twenty (20) days after Tenant's receipt of the occurrence of such Major Eventarchitect's estimate. If the Leased Premises are damaged by fire or other casualty but are not made substantially untenantable, then Landlord shall proceed with reasonable diligence to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs restore the Leased Premises (including the Tenant Improvements as originally constructed pursuant to Exhibit D), other than leasehold improvements paid for by Tenant, unless such damage occurs during the last six (6) months of the Lease Term, in excess of $500,000, either Extra Space which event Landlord or HSRE Tenant shall have the right to so terminate this Agreement)Lease as of the date of such fire or other casualty by delivery of written notice of termination to the other party within thirty (30) days after said casualty date. Notwithstanding anything herein to the contrary, in which eventthe event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Leased Premises or Building requires that any insurance proceeds in excess of $500,000.00 be paid to it, except then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after such requirement is made by any such holder, whereupon the Lease shall end on the date of such damage as specifically provided otherwise if the date of such damage were the date originally fixed in this AgreementLease for the expiration - 20 - 27 of the Term. Notwithstanding the foregoing, Landlord shall not terminate this Lease unless Landlord also terminates the parties shall have no further obligations to each other under this Agreementleases of all Building tenants in effect at such time, including the lease of Hartford Fire Insurance Company, if such lease is then in effect.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result (A) Promptly upon obtaining knowledge of any fire, flood, earthquake, similar acts damage to the Property or any part thereof with an estimated cost of nature or other acts restoration in excess of destruction which involves damage requiring repair and restoration costs of less than or equal to Five One Hundred Thousand and No/100 Dollars ($500,000.00100,000), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within but in no event later than ten (10) days after Mortgagor obtains such amount has been determinedknowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property (“Insurance Proceeds”) received by Mortgagor shall be applied to such restoration. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor’s expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the material amount of the Insurance Proceeds is not sufficient to restore the Property based on an independent contractor’s or adverse change involves damage requiring repair and engineer’s opinion, subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference toward the restoration costs in excess of Five the Property, prior to the application of any Insurance Proceeds to such restoration as provided herein. (B) If the estimated cost of restoration is equal to or less than Two Hundred Fifty Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”250,000), the parties Mortgagor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to such material or adverse change shall be treated as a “cost” which Mortgagor for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than Two Hundred Fifty Thousand Dollars ($250,000), however, that HSRE Mortgagee shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Notes and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess “Debt Coverage Ratio”) will be at least one hundred five percent (105%) for the twelve (12) months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties Insurance Proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with Section 1.05 below.

Damage to Property. (A) Promptly upon obtaining knowledge of any damage to the Property or any part thereof with an estimated cost of restoration in excess of $25,000.00, but in no event later than five (5) days after Trustor obtains such knowledge, Trustor shall notify Beneficiary of such damage in writing. Trustor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not Insurance Proceeds are sufficient for such restoration. All proceeds of any insurance on the Property (“Insurance Proceeds”) received by Trustor shall be applied to such restoration. Beneficiary shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Beneficiary, at Trustor’s expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If before the Closing one or more amount of the Facilities Insurance Proceeds is materially not sufficient to restore the Property based on an independent contractor’s or adversely affected in any way engineer’s opinion, subject to revision as a result of any firerestorations are made, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties Trustor shall be obligated to proceed with pay the Closing. In that event, if (A) difference toward the amount restoration of the insurance proceeds available for such loss have been determined Property, prior to the Closing Date, then the difference between (i) the cost application of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect any Insurance Proceeds to such material adverse change (the “Casualty Adjustment Amount”) shall be treated restoration as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or provided herein. (B) If the amount estimated cost of restoration is equal to or less than $100,000.00, Trustor shall promptly settle and adjust any claims under the insurance policies which insure against such risks and, upon receipt of the insurance proceeds available Insurance Proceeds, Trustee and Beneficiary shall deliver such to Trustor for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder use in restoration of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten Property. (10C) days after such amount has been determined. If the material or adverse change involves damage requiring repair and estimated cost of restoration costs in excess of Five Hundred Thousand and No/100 Dollars (is greater than $500,000.00) or more (a “Major Event”)100,000.00, the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE Beneficiary shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Beneficiary without its prior consent. Upon settlement of insurance claims, and if Trustor can demonstrate to the reasonable satisfaction of Beneficiary that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Note and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess “Debt Coverage Ratio”) will be at least 105% for the twelve months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties Insurance Proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with Section 1.5 below.

Damage to Property. If before (a) The Property is held at the Closing one or more risk of the Facilities Vendor until Completion and shall pass to the Purchaser upon Completion or upon the Purchaser taking possession of the Property, whichever is earlier. (b) If at any time prior to Completion, the Property is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)damaged, the parties shall be obligated to proceed with the Closing. In that eventPurchaser may elect, if (A) the amount of the insurance proceeds available for such loss have been determined prior by notice in writing to the Closing DateVendor, then to rescind this Agreement. Upon the difference between (i) the cost Vendor’s Solicitors’ receipt of repairing such notice, this Agreement shall become null and restoring such Facilities void and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceedsno further effect whatsoever, and the rights Vendor shall, within seven (7) Business Days, refund all moneys paid by the Purchaser to the Vendor pursuant to this Agreement and the Memorandum of Understanding, including the Initial Payment and/or the Deposit and GST thereon, without any other claims arising as a result of such material interest or adverse change, in which eventcompensation whatsoever. On rescission, the amount of Purchaser shall immediately return to the Vendor all title documents and at the Purchaser’s cost withdraw any “deductible” from caveats and cancel any entries relating to the insurance proceeds payable with respect to such material or adverse change Property in the Singapore Land Authority. Each Party shall be treated as a “cost” which is charged to Extra Space for purposes of determining bear its own solicitors’ costs in the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE matter and neither shall have any further claim or demand against the rightother for damages, exercisable within twenty costs or otherwise. (20c) days of In the occurrence of such Major Eventevent the Purchaser elects, by notice in writing to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000the Vendor, either Extra Space or HSRE shall have the right not to so terminate this Agreement), in which event, except as specifically provided otherwise in rescind this Agreement, the parties Vendor must at no cost and expense to the Purchaser repair that damage prior to Completion or within two (2) months from the identification of such damage by the Parties, whichever is later (the “Repair Date”). If the damage is not repaired by the Repair Date as agreed between the Vendor and the Purchaser, Clause 10.4 shall have no further obligations apply. (d) For the purposes of Clauses 12(b) and 12(e),” materially damaged” means damage to each other under the Property so as to be unfit for use or occupation or rendered unsafe or inaccessible or cannot lawfully be used. (e) If, at any time prior to Completion, the Property or any part of it is damaged, but not materially damaged, then the Purchaser may not rescind this Agreement.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result (A) Promptly upon obtaining knowledge of any fire, flood, earthquake, similar acts damage to the Property or any part thereof with an estimated cost of nature or other acts restoration in excess of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Fifty Thousand and No/100 Dollars ($500,000.0050,000), the parties shall be obligated to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within but in no event later than ten (10) days after Mortgagor obtains such amount has been determinedknowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Mortgagor shall be applied to such restoration. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the material amount of the Insurance Proceeds is not sufficient to restore the Property based on an independent contractor's 8 or adverse change involves damage requiring repair and engineer's opinion, subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference toward the restoration costs in excess of Five the Property, prior to the application of any Insurance Proceeds to such restoration as provided herein. (B) If the estimated cost of restoration is equal to or less than One Hundred Fifty Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”150,000), the parties Mortgagor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to such material or adverse change shall be treated as a “cost” which Mortgagor for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than One Hundred Fifty Thousand Dollars ($150,000), however, that HSRE Mortgagee shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Notes and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess "Debt Coverage Ratio") will be at least one hundred five percent (105%) for the twelve (12) months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties Insurance Proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with Section 1.05 below.

Damage to Property. If before It is further agreed that if the Closing one herein leased premise or more any area in the proximity of same shall become damaged by fire, storm, hurricane, flood or other act of God, to the extent that the Mayor and Council deem it necessary to acquire control of said premises for the protection of property or for the public safety, or to discontinue said concession for said reasons, the decision of the Facilities Mayor and Council as to same shall be final and binding upon the Tenant, the Tenant shall upon the receipt of written notice shall forthwith discontinue operation of business thereon, yield up control of the premises to the Landlord, and remove its effects, equipment, structures, etc. from the premises as promptly as is materially reasonably possible. In the case of total destruction of the property, not the fault of the Tenant, its representatives, employees or adversely affected in any way occurring otherwise as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)Tenant's operations, the parties Tenant may terminate the lease upon written notice to the Landlord which will be effective upon receipt by the Landlord. In such case the Tenant shall be obligated entitled to proceed with the Closing. In that event, if (A) the amount a pro-rata refund of the insurance proceeds available for such loss have been determined prior to lease amount paid by the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) Tenant which shall be treated as a “cost” which is charged to Extra Space for purposes of determining paid by the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or (B) Borough no later than the amount next fiscal cycle. Upon partial destruction of the insurance proceeds available for such loss have leased premises or property located thereon, not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder fault of the applicable propertyTenant, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material its representatives, employees or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising otherwise occurring as a result of such material or adverse change, in which eventTenant's operations, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE Landlord shall have the rightoption but not the obligation to effect repairs or otherwise restore the property to substantially pre-loss conditions. If the Landlord does not so repair and restore the property within 30 days, exercisable within twenty (20) days and the damage substantially interferes with the operation of the occurrence of such Major EventTenant's business, the Tenant shall be permitted to terminate this Agreement (the lease and if such Major Event results in uninsured repair and restoration costs in excess receive a pro-rata refund of $500,000, either Extra Space or HSRE the lease amounts paid by the Tenant which shall have be paid by the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this Agreement, Borough no later than the parties shall have no further obligations to each other under this Agreementnext fiscal cycle.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Buyer prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00)casualty affecting the Land, the parties shall be obligated to proceed with Improvements or the Personal Property between the Effective Date and the Closing. In that event, if . (Aa) the amount of the insurance proceeds available for such loss have been determined If prior to the Closing Date, then the difference between either (i) the cost of repairing Property is damaged by an uninsured casualty and restoring Seller is unwilling OF unable to repair such Facilities and damage on or prior to the Closing; or (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which Property is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, damaged by fire or (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSREother casualty that would cost TWO-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSREHUNDRED FIFTY-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars THOUSAND AND NO/100 DOLLARS ($500,000.00250,000.00) or more (a “Major Event”)to repair, the parties shall proceed to Closing with the Facilities being transferred then in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, either Buyer or Seller may, at its option, elect to terminate this Contract by written notice to the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable other party within twenty (20) days after the date of Sellers' notice to Buyer of the occurrence of such Major Eventcasualty or at the Closing, whichever is earlier, in which case the Xxxxxxx Money shall be refunded to Buyer, and neither party shall have any further rights or obligations hereunder, ether than as set forth herein with respect to rights and obligations that survive termination. If neither Buyer not Seller timely makes its election to terminate this Agreement Contract, then the Closing shall take place as provided herein without reduction of the Sales Price (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE shall have except for the right amount equal to so terminate this AgreementSeller's deductible under its insurance policies), and there shall be assigned to Buyer at the Closing all interest of Seller in which and to any casualty insurance proceeds, including, to the extent assignable the proceeds of any business interruption or loss of rental insurance. (b) If prior to the Closing there shall occur damage to the Property caused by fire or other casualty that would cost less TWO-HUNDRED FIFTY-THOUSAND AND NO/100 DOLLARS ($250,000.00) to repair, then in any such event, except as specifically provided otherwise in this Agreement, the parties Buyer shall have no further obligations right to each other terminate this Contract, but there shall be assigned to Buyer at Closing all interest of Seller in and to any casualty insurance proceeds that may be payable to Seller on account of any such occurrence, including, to the extent assignable the proceeds of any business interruption or loss of rental insurance and the Sales Price shall be reduced by an amount equal to Seller's deductible under this Agreementits insurance policies. (c) Seller and Buyer both agree to use the Seller's insurance adjuster's assessment to determine the amount of damages.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result Seller agrees to give Purchaser prompt notice of any fire, flood, earthquake, similar acts of nature fire or other acts casualty affecting the Land, the Improvements, or the Personal Property between the Effective Date and the Closing. The notice of destruction which involves casualty delivered by Seller to Purchaser upon the occurrence of any casualty shall specify whether the casualty is insured or uninsured and the cost to repair the damage requiring repair and restoration costs of less than caused by such casualty. (a) If, before Closing, the Property is damaged (i) by an insured fire or other casualty that would cost an amount equal to Five Hundred Thousand One and a Half Million and No/100 Dollars ($500,000.00), the parties shall be obligated 1,500,000.00) or more to proceed with the Closing. In that event, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between (i) the cost of repairing and restoring such Facilities and repair or (ii) the total amount of insurance proceeds payable with respect by an uninsured casualty that Seller is unwilling or unable to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 aboverepair on or before Closing, or (Biii) the amount by any fire or other casualty (whether or not insured) that will result in a loss of rents (after taking into account rent loss proceeds) of more than five percent (5%) of the insurance proceeds available for such loss have not been determined rent payable under the Tenant Leases prior to the Closing Date, then the such casualty or give rise to a right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder in favor of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more tenants to terminate their Tenant Leases (each, a “Major EventCasualty”), then either Purchaser or Seller may, at its option, elect to terminate this Agreement by written notice to the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable party within twenty (20) days after the date of Seller's notice to Purchaser of the occurrence of casualty (and the Closing Date shall be extended as necessary to provide Purchaser with such Major Eventfull five (5) Business Day period), in which case the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further rights or obligations under this Agreement, other than rights and obligations that expressly survive termination. If neither Purchaser nor Seller timely makes its election to terminate this Agreement pursuant to this Section 16 and the casualty is insured, then the Closing shall take place as provided herein, the Purchase Price shall be reduced by an amount equal to Seller's deductible under its insurance policies, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence, including, to the extent assignable, the proceeds of any business interruption or loss of rental insurance. If neither Purchaser nor Seller timely makes its election to terminate this Agreement pursuant to this Section 16 and the casualty is uninsured, then the Closing shall take place as provided herein, Purchaser shall accept the Property in its condition at Closing and the Purchase Price shall not be reduced. (b) If, before Closing, the Property is damaged by (i) a fire or other casualty that is not a Major Casualty or (ii) an uninsured casualty and if such Major Event results in uninsured repair and restoration costs in excess of $500,000Seller repairs the damage before Closing, either Extra Space or HSRE shall have the right to so then Purchaser may not terminate this Agreement), in which event, except as specifically provided otherwise in this Agreementand if the casualty is insured, the parties Purchase Price shall have no further obligations be reduced by an amount equal to each other Seller's deductible under this Agreementits insurance policies, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence, including, to the extent assignable, the proceeds of any business interruption or loss of rental insurance. (c) Seller and Purchaser both agree to use the Seller's insurance adjuster's assessment to determine the amount of damages.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result (A) Promptly upon obtaining knowledge of any fire, flood, earthquake, similar acts damage to the Property or any part thereof with an estimated cost of nature or other acts restoration in excess of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 00/100 Dollars ($500,000.005,000), but in no event later than five (5) days after Mortgagor obtains such knowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the parties Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Mortgagor shall be obligated applied to proceed with such restoration. Mortgagee shall have the Closingright to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. In that event, if (A) If the amount of the insurance proceeds available for such loss have been determined prior is not sufficient to restore the Closing DateProperty based on an independent contractor's or engineer's opinion, then subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference between (i) toward the cost restoration of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or Property. (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material estimated cost of restoration is equal to or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred less than Fifty Thousand and No/100 00/100 Dollars ($500,000.00) or more (a “Major Event”50,000), the parties Mortgagor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to such material or adverse change shall be treated as a “cost” which Mortgagor for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than Fifty Thousand and 00/100 Dollars ($50,000), however, that HSRE Mortgagee shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or compromise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Note and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess "Debt Coverage Ratio") will be at least one hundred five percent (105%) for the twelve (12) months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties insurance proceeds shall have no further obligations to each other under this Agreementbe deposited into an escrow fund in accordance with section 1.05 below.

Damage to Property. If before the Closing one or more of the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), the parties shall be obligated to proceed with the Closing. In that event, if (A) Promptly upon obtaining knowledge of any damage to the Property or any part thereof with an estimated cost of restoration in excess of Five Thousand and 00/100 (S5,000), but in no event later than five (5) days after Mortgagor obtains such knowledge, Mortgagor shall notify Mortgagee of such damage in writing. Mortgagor shall diligently restore the Property to the same condition that existed immediately prior to the damage whether or not insurance proceeds are sufficient for such restoration. All proceeds of any insurance on the Property ("Insurance Proceeds") received by Mortgagor shall be applied to such restoration. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the Property to its original condition, which opinion may be revised as restorations are made. If the amount of the insurance proceeds available for such loss have been determined prior is not sufficient to restore the Closing DateProperty based on an independent contractor's or engineer's opinion, then subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference between (i) toward the cost restoration of repairing and restoring such Facilities and (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above, or Property. (B) the amount of the insurance proceeds available for such loss have not been determined prior to the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material estimated cost of restoration is equal to or adverse change involves damage requiring repair and restoration costs in excess of Five less than Two Hundred Thousand and No/100 00/100 Dollars ($500,000.00) or more (a “Major Event”200,000), the parties Mortgagor shall proceed to Closing with the Facilities being transferred in their un-restored condition together with promptly settle and adjust any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, the amount of any “deductible” from under the insurance proceeds payable with respect policies which insure against such risks and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to such material or adverse change shall be treated as a “cost” which Mortgagor for use in restoration of the Property. (C) If the estimated cost of restoration is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; providedgreater than Two Hundred Thousand and 00/100 ($200,000), however, that HSRE Mortgagee shall have the right, exercisable within twenty (20) days but not the obligation, to participate in the settlement of the occurrence insurance claims and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of such Major Eventinsurance claims and no such settlement, adjustment, or comprormise shall be final or binding upon Mortgagee without its prior consent. Upon settlement of insurance claims, and if Mortgagor can demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio of Net Operating Income, as defined below, to terminate this Agreement annual debt service due under the Note and any other notes secured by the Property (and if such Major Event results in uninsured repair and restoration costs in excess "Debt Coverage Ratio") will be at least one hundred five (105%) for the twelve (12) months immediately following reconstruction of $500,000, either Extra Space or HSRE shall have the right to so terminate this Agreement), in which event, except as specifically provided otherwise in this AgreementProperty, the parties insurance proceeds shall have no further obligations be deposited into an escrow fund in accordance with section 1.05 below. Notwithstanding any prohibition against prepayments or partial prepayments, if the foregoing Debt Coverage Ratio is not satisfied, Mortgagor may elect to each other under this Agreementmake a partial prepayment (together with a proportionate Prepayment Premium calculated in accordance with the provisions of the Note) sufficient to reduce the outstanding principal amount of the Note to an amount such that the Debt Coverage Ratio requirement is satisfied.

Damage to Property. If any improvements on the Real Property are damaged or destroyed by fire, storm or other casualty (a “Casualty”) on or before Closing, Seller shall give prompt written notice thereof to Buyer. If the Casualty is for any part of the Real Property is in excess of five percent (5%) of the total rentable area, five percent (5%) of the garage or covered parking, or two and one-half percent (2.5%) of the Purchase Price (any of the foregoing, a “Material Casualty”), then Buyer may terminate this Agreement within fifteen (15) days after receiving notice of such Material Casualty (and the Closing one or more of date shall be extended, if necessary, to afford Buyer the Facilities is materially or adversely affected in any way as a result of any fire, flood, earthquake, similar acts of nature or other acts of destruction which involves damage requiring repair and restoration costs of less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00full 15 days), the parties shall be obligated by notice to proceed with the Closing. In that eventSeller, if (A) the amount of the insurance proceeds available for such loss have been determined prior to the Closing Date, then the difference between in which event (i) the cost this Agreement shall terminate and be of repairing and restoring such Facilities and no further force or effect, (ii) the total amount of insurance proceeds payable with respect to such material adverse change (the “Casualty Adjustment Amount”) Deposit shall be treated as returned to Buyer, and (iii) neither party shall have any further liability or obligation hereunder. In the event that the Casualty is not a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 aboveMaterial Casualty, or if Buyer does not elect to terminate this Agreement due to a Material Casualty, then in the event of Closing, Buyer shall be entitled to receive an absolute assignment from Seller of Seller’s interest in the proceeds of any insurance on the Property (Bincluding any rent loss insurance allocable to the period from and after Closing) the amount of the insurance proceeds available for such loss have not been determined (or, if paid to Seller prior to Closing, to offset the Closing Date, then the right to receive such insurance proceeds shall be assigned to HSRE-ESP or the title holder of the applicable property, and Extra Space shall pay the Casualty Adjustment Amount to HSRE-ESP within ten (10) days after such amount has been determined. If the material or adverse change involves damage requiring repair and restoration costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (a “Major Event”Purchase Price), the parties shall proceed to Closing with the Facilities being transferred in their un-restored condition together with any insurance proceeds or the right to receive such insurance proceeds, and the rights to any other claims arising as a result of such material or adverse change, in which event, Purchase Price shall be reduced by the amount of any “deductible” from the insurance proceeds payable with respect to such material or adverse change shall be treated as a “cost” which is charged to Extra Space for purposes of determining the Extra Space Distribution Amount pursuant to Section 2.2.2 above; provided, however, that HSRE shall have the right, exercisable within twenty (20) days of the occurrence of such Major Event, to terminate this Agreement (and if such Major Event results in uninsured repair and restoration costs in excess of $500,000, either Extra Space or HSRE . Buyer shall have the right to so terminate participate in any negotiations with the insurance company in connection with any Casualty prior to the Closing date, and if no notice of termination is given by Buyer in accordance with this Agreement)Section 8, in which event, except as specifically provided otherwise in this Agreement, the parties then no settlement shall have no further obligations to each other under this Agreementbe made without Buyer’s prior written consent.