Common use of Debt Opportunity Clause in Contracts

Debt Opportunity. During the Restriction Period, the Operating Partnership shall, upon demand by Contributor, use commercially reasonable efforts to allow Contributor to enter into a “bottom dollar guarantee” of Qualifying Debt up to a maximum amount as set forth in Exhibit C, in a form to be agreed upon by the parties hereto (a “Guarantee”) in accordance with this Section 1.9(b). Any such demand by Contributor shall be in writing and shall be made no later than thirty (30) days following receipt of the Operating Partnership’s notice to Contributor under Section 1.9(d). In the event the Operating Partnership proposes to repay the Qualifying Debt subject to the Guarantee during the Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(d), and shall use commercially reasonable efforts to make alternative Qualifying Debt available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less than the amount set forth in Exhibit C, upon thirty (30) days advance written notice to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, however, the Operating Partnership shall have no liability with respect to taxes incurred by Contributor as a result of Contributor entering into a Guarantee for such a lesser amount. The Operating Partnership makes no representation or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(b) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “economic risk of loss” with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b), the available Qualifying Debt of the Operating Partnership will be allocated among such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute discretion.

Debt Opportunity. The Operating Partnership shall make available to each Contributor, during the Negative Capital Protection Period applicable to such Contributor, an opportunity to either (i) make a “bottom guarantee” of Qualifying Debt substantially in the form of the Guaranty Agreement attached as Exhibit F hereto (the “Guarantee”) and in an amount, with respect to each Contributor, at least equal to the amount set forth next to such Contributor’s name on Schedule C hereto (such amount being each such respective Contributor’s “Negative Capital Account”) or (ii) enter into a special loss allocation and “deficit restoration obligation,” in an amount, with respect to each Contributor, at least equal to such Contributor’s Negative Capital Account by executing a deficit restoration election form substantially in the form attached as Exhibit G hereto. Each Contributor shall either accept or decline such opportunity within twenty (20) business days of receipt of written notice from the Operating Partnership of the availability of such opportunity. During the Restriction Negative Capital Protection Period, the Operating Partnership shallagrees to maintain, upon demand by directly or indirectly, “recourse” indebtedness at least equal to the aggregate amount set forth on Schedule C hereto for all Contributors. For the balance of the Negative Capital Protection Period applicable to a Contributor, use commercially reasonable efforts if any Guaranteed debt is being repaid or refinanced and, after giving effect thereto, the total debt allocable to allow such Contributor to enter into would be less than 110% of such Contributor’s Negative Capital Account, then the Operating Partnership shall offer such Contributor a new Guarantee or special loss allocation and “bottom dollar guaranteedeficit restoration obligation” of Qualifying Debt up to a maximum amount as set forth in Exhibit C, in a form to be agreed upon by the parties hereto (a “Guarantee”) in accordance with this Section 1.9(b). Any such demand by 10.C. Such Contributor shall be in writing and shall be made no later than thirty either accept or decline such offer within twenty (3020) business days following of receipt of the Operating Partnership’s written notice to Contributor under Section 1.9(d). In the event from the Operating Partnership proposes to repay of the Qualifying Debt subject repayment or refinancing. Notwithstanding the twenty (20) day notice period set forth above, with respect to the Guarantee during debt opportunity being made available at the Restriction PeriodClosing Date, it shall provide Contributor with advance written the Operating Partnership may ask the Contributors to accept a shorter notice of such repayment in accordance with Section 1.9(d)period, and the Contributors will not unreasonably withhold their consent to such request, which notice period shall use commercially reasonable efforts to make alternative Qualifying Debt available to Contributor such that there is in no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less expire later than the amount set forth in Exhibit C, upon thirty (30) days advance written notice date of completion of the IPO. After the expiration of Negative Capital Protection Period with respect to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, howevera Contributor, the Operating Partnership shall have use its commercially reasonable efforts to provide Guarantee or special loss allocation and “deficit restoration obligation” opportunities to such Contributor to the extent reasonably necessary to permit such Contributor to continue to defer the tax gain attributable to its Negative Capital Account, provided that the Operating Partnership shall in no liability event be required to incur any new or additional indebtedness for purposes of this commercially reasonable efforts covenant. Notwithstanding the foregoing, if at any time a Contributor declines, in whole or in part, to either make a “bottom guarantee” or enter into a special loss allocation and deficit restoration obligation with respect to taxes incurred such Contributor’s Negative Capital Account, such Contributor’s Negative Capital Account as set forth in Schedule C shall be permanently decreased by Contributor as a result the amount of Contributor entering into a Guarantee for such a lesser amountprotection declined. The Concurrently with the Closing, the Operating Partnership makes no representation or warranty to Contributor that any will provide a copy of each Guarantee entered into by Contributor pursuant to this Section 1.9(b) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “economic risk of loss” with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b), the available Qualifying Debt debt of the Operating Partnership will be allocated among to the lender with respect to such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute discretiondebt.

Debt Opportunity. During the Sale Restriction Period, the Operating Partnership shall, upon demand by Contributor, use commercially its reasonable best efforts to allow Contributor to enter into a “"bottom dollar guarantee” " of Qualifying Debt up to a maximum amount as set forth in Exhibit Cof $0, in a form to be agreed upon by the parties hereto (a “"Guarantee”") in accordance with this Section 1.9(b1.9(c). Any such demand by Contributor shall be in writing and shall be made no later than thirty (30) days following receipt of the Operating Partnership’s 's notice to Contributor under Section 1.9(d1.9(e). In the event the Operating Partnership proposes to repay the Qualifying Debt subject to the Guarantee during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(d1.9(e), and shall use commercially reasonable best efforts to make alternative Qualifying Debt available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less than the amount set forth in Exhibit C$0, upon thirty (30) days advance written notice to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, however, the Operating Partnership shall have no liability with respect to taxes incurred by Contributor as a result of Contributor entering into a Guarantee for such a lesser amount$0. The Operating Partnership makes no representation or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(b1.9(c) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “"economic risk of loss” " with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 752 or 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b1.9(c), the available Qualifying Debt of the Operating Partnership will be allocated among such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute reasonable discretion.

Debt Opportunity. During the Sale Restriction Period, the Operating Partnership shall, upon demand by Contributor, use commercially its reasonable best efforts to allow Contributor to enter into a “"bottom dollar guarantee” " of Qualifying Debt up to a maximum amount as set forth in Exhibit Cof $4,000,000, in a form to be agreed upon by the parties hereto (a “"Guarantee”") in accordance with this Section 1.9(b1.9(c). Any such demand by Contributor shall be in writing and shall be made no later than thirty (30) days following receipt of the Operating Partnership’s 's notice to Contributor under Section 1.9(d1.9(e). In the event the Operating Partnership proposes to repay any debt secured by the Property located at 000 Xxxxxxxxxx Xxxx during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(e), and shall use reasonable best efforts, subject to its fiduciary obligations to any limited partners with respect to such Property, to make alternative Qualifying Debt secured by such Property in an amount not less than $2,850,000 available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place with respect to debt securing such Property. In the event the Operating Partnership proposes to repay the Qualifying Debt subject to the Guarantee during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(d1.9(e), and shall use commercially reasonable best efforts to make alternative Qualifying Debt (which alternative debt, if the Qualifying Indebtedness to be repaid relates to the Property located at 000 Xxxxxxxxxx Xxxx, shall be secured by the Property located at 000 Xxxxxxxxxx Xxxx and shall be of the same amount being repaid) available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less than the amount set forth in Exhibit C$4,000,000, upon thirty (30) days advance written notice to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, however, the Operating Partnership shall have no liability with respect to taxes incurred by Contributor as a result of Contributor entering into a Guarantee for such a lesser amount$4,000,000. The Operating Partnership makes no representation or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(b1.9(c) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “"economic risk of loss” " with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 752 or 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b1.9(c), the available Qualifying Debt of the Operating Partnership will be allocated among such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute reasonable discretion.

Debt Opportunity. During the Sale Restriction Period, the Operating Partnership shall, upon demand by Contributor, use commercially its reasonable best efforts to allow Contributor to enter into a “"bottom dollar guarantee” " of Qualifying Debt up to a maximum amount as set forth in Exhibit Cof $1,500,000, in a form to be agreed upon by the parties hereto (a “"Guarantee”") in accordance with this Section 1.9(b1.9(c). Any such demand by Contributor shall be in writing and shall be made no later than thirty (30) days following receipt of the Operating Partnership’s 's notice to Contributor under Section 1.9(d1.9(e). In the event the Operating Partnership proposes to repay any debt secured by the Property located at 000 Xxxxxxxxxx Xxxx during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(e), and shall use reasonable best efforts, subject to its fiduciary obligations to any limited partners with respect to such Property, to make alternative Qualifying Debt secured by such Property in an amount not less than $1,068,750 available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place with respect to debt securing such Property. In the event the Operating Partnership proposes to repay the Qualifying Debt subject to the Guarantee during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(d1.9(e), and shall use commercially reasonable best efforts to make alternative Qualifying Debt (which alternative debt, if the Qualifying Indebtedness to be repaid relates to the Property located at 000 Xxxxxxxxxx Xxxx, shall be secured by the Property located at 000 Xxxxxxxxxx Xxxx and shall be of the same amount being repaid) available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less than the amount set forth in Exhibit C$1,500,000, upon thirty (30) days advance written notice to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, however, the Operating Partnership shall have no liability with respect to taxes incurred by Contributor as a result of Contributor entering into a Guarantee for such a lesser amount$1,500,000. The Operating Partnership makes no representation or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(b1.9(c) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “"economic risk of loss” " with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 752 or 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b1.9(c), the available Qualifying Debt of the Operating Partnership will be allocated among such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute reasonable discretion.

Debt Opportunity. During the Sale Restriction Period, the Operating Partnership shall, upon demand by Contributor, use commercially its reasonable best efforts to allow Contributor to enter into a “"bottom dollar guarantee” " of Qualifying Debt up to a maximum amount as set forth in Exhibit Cof $2,500,000, in a form to be agreed upon by the parties hereto (a “"Guarantee”") in accordance with this Section 1.9(b1.9(c). Any such demand by Contributor shall be in writing and shall be made no later than thirty (30) days following receipt of the Operating Partnership’s 's notice to Contributor under Section 1.9(d1.9(e). In the event the Operating Partnership proposes to repay any debt secured by the Property located at 000 Xxxxxxxxxx Xxxx during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(e), and shall use reasonable best efforts, subject to its fiduciary obligations to any limited partners with respect to such Property, to make alternative Qualifying Debt secured by such Property in an amount not less than $1,781,250 available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place with respect to debt securing such Property. In the event the Operating Partnership proposes to repay the Qualifying Debt subject to the Guarantee during the Sale Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(d1.9(e), and shall use commercially reasonable best efforts to make alternative Qualifying Debt (which alternative debt, if the Qualifying Indebtedness to be repaid relates to the Property located at 000 Xxxxxxxxxx Xxxx, shall be secured by the Property located at 000 Xxxxxxxxxx Xxxx and shall be of the same amount being repaid) available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less than the amount set forth in Exhibit C$2,500,000, upon thirty (30) days advance written notice to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, however, the Operating Partnership shall have no liability with respect to taxes incurred by Contributor as a result of Contributor entering into a Guarantee for such a lesser amount$2,500,000. The Operating Partnership makes no representation or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(b1.9(c) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “"economic risk of loss” " with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 752 or 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b1.9(c), the available Qualifying Debt of the Operating Partnership will be allocated among such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute reasonable discretion.

Debt Opportunity. The Operating Partnership shall make available to each Contributor, during the Negative Capital Protection Period applicable to such Contributor, an opportunity to either (i) make a “bottom guarantee” of Qualifying Debt substantially in the form of the Guaranty Agreement attached as Exhibit F hereto (the “Guarantee”) and in an amount, with respect to each Contributor, at least equal to the amount set forth next to such Contributor’s name on Schedule C hereto (such amount being each such respective Contributor’s “Negative Capital Account”) or (ii) enter into a special loss allocation and “deficit restoration obligation,” in an amount, with respect to each Contributor, at least equal to such Contributor’s Negative Capital Account by executing a deficit restoration election form substantially in the form attached as Exhibit G hereto. Each Contributor shall either accept or decline such opportunity within twenty (20) business days of receipt of written notice from the Operating Partnership of the availability of such opportunity. During the Restriction Negative Capital Protection Period, the Operating Partnership shallagrees to maintain, upon demand by directly or indirectly, “recourse” indebtedness at least equal to the aggregate amount set forth on Schedule C hereto for all Contributors. For the balance of the Negative Capital Protection Period applicable to a Contributor, use commercially reasonable efforts if any Guaranteed debt is being repaid or refinanced and, after giving effect thereto, the total debt allocable to allow such Contributor to enter into would be less than 110% of such Contributor’s Negative Capital Account, then the Operating Partnership shall offer such Contributor a new Guarantee or special loss allocation and “bottom dollar guaranteedeficit restoration obligation” of Qualifying Debt up to a maximum amount as set forth in Exhibit C, in a form to be agreed upon by the parties hereto (a “Guarantee”) in accordance with this Section 1.9(b). Any such demand by 10.C. Such Contributor shall be in writing and shall be made no later than thirty either accept or decline such offer within twenty (3020) business days following of receipt of the Operating Partnership’s written notice to Contributor under Section 1.9(d). In the event from the Operating Partnership proposes to repay of the Qualifying Debt subject repayment or refinancing. Notwithstanding the twenty (20) day notice period set forth above, with respect to the Guarantee during debt opportunity being made available at the Restriction PeriodClosing Date, it shall provide Contributor with advance written the Operating Partnership may ask the Contributors to accept a shorter notice of such repayment in accordance with Section 1.9(d)period, and the Contributors will not unreasonably withhold their consent to such request, which notice period shall use commercially reasonable efforts to make alternative Qualifying Debt available to Contributor such that there is in no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less expire later than the amount set forth in Exhibit C, upon thirty (30) days advance written notice date of completion of the IPO. After the expiration of Negative Capital Protection Period with respect to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, howevera Contributor, the Operating Partnership shall have use its commercially reasonable efforts to provide Guarantee or special loss allocation and “deficit restoration obligation” opportunities to such Contributor to the extent reasonably necessary to permit such Contributor to continue to defer the tax gain attributable to its Negative Capital Account, provided that the Operating Partnership shall in no liability event be required to incur any new or additional indebtedness for purposes of this commercially reasonable efforts covenant. Notwithstanding the foregoing, but subject to the remaining provisions of this Section 10.C, if at any time a Contributor declines, in whole or in part, to either make a “bottom guarantee” or enter into a special loss allocation and deficit restoration obligation with respect to taxes incurred such Contributor’s Negative Capital Account, such Contributor’s Negative Capital Account as set forth in Schedule C shall be permanently decreased by Contributor as a result the amount of Contributor entering into a Guarantee for such a lesser amountprotection declined. The Notwithstanding the foregoing, if requested by one or more of the Contributors, the Operating Partnership makes no representation will allow such Contributors to guarantee up to 100% of the existing loan secured by the Real Property (the “Existing Debt”), and will agree not to make voluntary prepayments of the amounts due under such loan, in each case for a period of two years and six months from the Closing Date; provided; that, notwithstanding the foregoing, if so requested by the Operating Partnership, the Contributors shall use their reasonable best efforts to cooperate with the Operating Partnership to cause (through guarantees or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(bother arrangements agreed upon with the Operating Partnership) shall be respected for federal income tax purposes so as to enable Contributor the Existing Debt to be considered to have the “economic risk of loss” with respect allocated to the indebtedness guaranteed by Contributor for purposes Contributors and the REIT in a manner that is consistent with the respective interests of Code Sections 752the Contributors and Extra Space Storage LLC, 465a Delaware limited liability company (“ESS”), or otherwisethe Class A general partner of Venice Ltd., in the liabilities of Venice Ltd. immediately prior to the Formation Transactions. To the extent multiple Participating Parties seek any Contributor decides not to enter into guarantees guarantee such loan, such decision will not limit the Operating Partnership’s obligation to offer such Contributor a “bottom guarantee” or a special loss allocation and deficit restoration obligation, as set forth above. Also, to the extent any Contributor decides to guarantee such loan, upon the expiration of the type described in this Section 1.9(b)such guarantee, the available Qualifying Debt Operating Partnership will offer such Contributor a “bottom guarantee” or a special loss allocation and deficit restoration obligation as set forth above. Concurrently with the Closing, the Operating Partnership will provide a copy of each Guarantee of debt of the Operating Partnership will be allocated among to the lender with respect to such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute discretiondebt.