Common use of Information and Audit Cooperation Clause in Contracts

Information and Audit Cooperation. For a period of seventy-five (75) days after the Close of Escrow, at the request of Buyer and at Buyer’s expense, Seller shall make available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property in substantially the form of Exhibit J attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Paragraph 34 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims shall specifically exclude any Claims proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Paragraph 34 shall survive the Close of Escrow.

Information and Audit Cooperation. For a period of seventy-five (75) days after the Close last day of Escrowthe Closing, at the request of Buyer and at Buyer’s expense, Seller shall make reasonably available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent reasonably required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 2012 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall, or shall cause its member or a property managermanager affiliated with Seller (collectively, the “Certifying Parties”), without liability, recourse or cost to SellerSeller or any Certifying Parties, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property in substantially the form of Exhibit J F attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse SellerSeller or any Certifying Party, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by such Seller or any Certifying Party in assisting Buyer at Buyer’s request under this Paragraph 34 Section 18.11 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s or any Certifying Party’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and neither Seller nor any Certifying Party shall have nohave, and Seller is and all Certifying Parties are hereby fully released and discharged from, from any and all all, liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its any Certifying Party, their respective partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims claims actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims claims shall specifically exclude any Claims claims proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Paragraph 34 Section 18.11 shall survive the Close of EscrowClosing.

Information and Audit Cooperation. For a period of seventy-five (75) days after the Close of Escrow, at the request of Buyer and at Buyer’s expense, Seller Sellers shall make available to Buyer the historical financial information in Seller’s Sellers’ possession regarding the operation of the Property Properties to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 [2010] and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller Sellers shall cause its property manager, without liability, recourse or cost to SellerSellers, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property Properties in substantially the form of Exhibit J attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse SellerSellers, within five (5) business days following Seller’s Sellers’ request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Paragraph Section 34 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s Sellers’ performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller Sellers shall have no, and Seller is Sellers are hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold SellerSellers, its their partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims shall specifically exclude any Claims proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Paragraph Section 34 shall survive the Close of Escrow.

Information and Audit Cooperation. For a period of seventy-five (75) days after the Close of EscrowClosing Date, solely in connection with Purchaser’s reporting requirements, upon at least five (5) days written request from Purchaser, Sellers, at the request of Buyer Purchaser’s sole cost and at Buyer’s expense, Seller shall make available (i) reasonably cooperate with Purchaser and its auditors to Buyer the historical financial provide reasonable information in Seller’s possession regarding (other than Confidential Information) relating to the operation of the Property to Project Assets during Sellers’ period of ownership, which information shall be provided without any representations or warranties (except as set forth in the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principlesAudit Letter, as of the end of the fiscal year 2009 and any required subsequent date or periodhereinafter defined), and to cooperate (at Buyer’s expenseii) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to BuyerPurchaser’s designated independent auditor auditors a representation letter regarding the books and records of the Property Project Assets in substantially the form of Exhibit J attached hereto and made a part hereof as Schedule 11.23 (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer In no event shall be solely liable Sellers or any Seller Related Party have any liability to pay and Purchaser or any Purchaser Representative in connection with any information provided pursuant to this Section 11.23, except due to Sellers’ gross negligence or intentional willful misconduct. Purchaser shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Paragraph 34 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) indemnify Sellers and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend Seller Related Parties and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) them harmless from and against any and all Claims actually asserted against claims, demands, and causes of action, and all actual out-of-pocket losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or actually incurred by any Indemnified Party as a result of them and arising out of or otherwise arising in connection with the Audit Assistanceuse, the SEC Filings and/or the Audit Inquiry Letter; provideddisclosure or reliance by Purchaser or any Purchaser Representative on any information provided by Sellers pursuant to this Section 11.23, that Claims shall specifically exclude any Claims proximately resulting from the except due to Sellers’ gross negligence or intentional willful misconduct of an Indemnified Partymisconduct. The provisions Notwithstanding anything herein to the contrary, nothing herein is intended to limit Sellers’ obligations with respect to any representations or warranties set forth in this Agreement or in any document delivered by Sellers at Closing, which representations and warranties shall at all times be subject to the terms of this Paragraph 34 shall survive the Close of EscrowAgreement or any such document delivered by Sellers at Closing, as applicable.

Information and Audit Cooperation. For a period of seventy-five (75) days after the Close of Escrow, at the request of Buyer and at Buyer’s expense, Seller shall make available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 2010 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property in substantially the form of Exhibit J “J” attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Paragraph Section 34 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims shall specifically exclude any Claims proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Paragraph Section 34 shall survive the Close of Escrow.

Information and Audit Cooperation. For a period of seventy-five (75) days At Buyer’s request, at any reasonable time before or after the Close of Escrow, at the request of Buyer and at Buyer’s expenseClosing with reasonable prior notice, Seller shall make available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to Buyer’s designated independent auditor letter regarding access to the books and records of the Property in substantially the form of Exhibit J attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Paragraph 34 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have noProjects, and Seller is hereby fully released and discharged from, any and all liability or obligation related information with respect to the Audit Assistance, any filings Projects for (i) the “SEC Filings”) made by period for which Buyer or its parent with U-Store-It Trust is required to have the United States Projects audited under the regulations of the Securities and Exchange Commission and (ii) any subsequent unaudited period required to be presented in the Form S-11 registration statement of U-Store-It Trust. In addition, Seller shall request that its accountants, at Buyer’s expense and on terms and conditions mutually acceptable to Seller’s accountants and Buyer, (x) reformulate the audited financial statements of Seller with respect to the Projects in order to generate audited financial statements and related audit reports required to be included in the Form S-11 registration statement with respect to the Projects and (y) consent to use of such reformulated statements and being named as an expert in such registration statement. Seller’s sole obligation under the preceding sentence shall be to request that its accountants perform such services under the terms of the preceding sentence, and Seller shall not be deemed to be in default hereunder if its accountants decline to perform such services. Seller makes no representations or warranties and shall in no way be liable in any respect with respect to any statements or reports so generated by its accountants. DATED as of the Effective Date specified in Article I. BUYER: ACQUIPORT/AMSDELL I LIMITED PARTNERSHIP, A Delaware limited partnership By: Amsdell Partners, Inc., an Ohio corporation By: /s/ Rxxxxx X. Xxxxxxx Rxxxxx X. Xxxxxxx, President SELLER: METRO STORAGE LLC, a Delaware limited liability company By: Rockland Investments LLC, its Managing Member By: /s/ K. Bxxxx Xxxxx Name: K. Bxxxx Xxxxx Title: Member JOINDER OF INDY GP The undersigned Indianapolis Self Storage LLC, an Illinois limited liability company, is the sole general partner of Metropolitan Self-Storage Limited Partnership — Indianapolis, an Illinois limited partnership (“SECIndy”) and hereby joins this Agreement for purposes of agreeing to cause, and hereby does agree to cause, Indy to transfer the Audit Inquiry Letter; Projects owned by Indy to Buyer at Closing subject to and (c) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection accordance with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims shall specifically exclude any Claims proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions terms and conditions of this Paragraph 34 shall survive the Close Agreement. INDIANAPOLIS SELF STORAGE LLC: By: /s/ K. Bxxxx Xxxxx Name: K. Bxxxx Xxxxx Title: Member SCHEDULE OF EXHIBITS Exhibit A List of Escrow.Projects, Subsidiaries and Ownership Structure Exhibit B Form of Escrow Agreement Exhibit C Forms of Special Warranty Deeds Exhibit D Form of Bxxx of Sale and Assignment Exhibit E Form of Assignment of Leases, Intangible Property, Contracts and Assumption Agreement Exhibit F Form of Recertification of Representations and Warranties Exhibit G Form of Notice to Vendors Exhibit H Form of Notice to Tenants Exhibit I Other Due Diligence Deliveries Exhibit J Form of Non-Competition Agreement Exhibit K Form of Des Plaines Ground Lease Exhibit L Allocation of Acquisition Value EXHIBIT A SCHEDULE OF PROJECTS, SUBSIDIARIES AND OWNERSHIP STRUCTURES

Information and Audit Cooperation. For a period of seventy-five (75) days after the Close last of Escrowthe Closings, at the request of Buyer and at Buyer’s expense, each Seller shall make available to Buyer the historical financial information in such Seller’s possession regarding the operation of the such Seller’s Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 2010 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Each Seller shall cause its property manager, without liability, recourse or cost to such Seller, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property in substantially the form of Exhibit J D attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse each applicable Seller, within five (5) business days following such Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by such Seller in assisting Buyer at Buyer’s request under this Paragraph 34 Section 15.21 (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) such Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and such Seller shall have no, and such Seller is hereby fully released and discharged from, from any and all all, liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold each applicable Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims shall specifically exclude any Claims proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Paragraph 34 Section 15.21 shall survive each of the Close of EscrowClosings.

Information and Audit Cooperation. (a) For a period of seventy-five (75) days after the Close of EscrowClosing, at the request of Buyer and at Buyer’s expense, Seller shall make available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to Buyer’s designated independent auditor a letter regarding the books and records of the Property in substantially the form of Exhibit J Schedule Two attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (ai) Buyer shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Paragraph 34 Section (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (bii) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (ciii) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all Claims costs, expenses, losses, liabilities, damages, claims, demands, allegations or actions (collectively, “Losses”) actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Claims Losses shall specifically exclude any Claims Losses proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Paragraph 34 shall survive Closing. THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK. EXECUTED under seal as of the Close date first-above written. Seller: HAGERSTOWN NOMINEE TRUST By: /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx, as Trustee and not individually Buyer: IIT ACQUISITIONS LLC By: IIT Real Estate Holdco LLC, Its Sole Member By: Industrial Income Operating Partnership LP, Its Sole Member By: Industrial Income Trust Inc., Its General Partner By: /s/ Xxx XxXxxxxxx Its: CFO The undersigned, First American Title Insurance Company, hereby agrees to act as Escrow Agent pursuant to the terms of Escrow.the foregoing Purchase and Sale Agreement and to carry out the terms thereof required of Escrow Agent. First American Title Insurance Company By Name: Title: Address: National Commercial Services Attn: Xxxx X. Xxxxxxxxx 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 Mobile: 000-000-0000 Email: xxxxxxxxxx@xxxxxxx.xxx SCHEDULE ONE ESCROW PROVISIONS AND INSTRUCTIONS