Common use of Prepayment of Notes Upon Change of Control Clause in Contracts

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a Change of Control and offer to prepay the Notes arising in connection with the Extra Space Mergers. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a (a)(1) In the event that any Change of Control shall occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION 9.6 to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this SECTION 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this SECTION 2.3, (3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and a premium equal to the then applicable Make-Whole Amount, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION 2.3(a) within such 20 day period shall be deemed to constitute an acceptance of such offer by such holder. The Company shall on the Change of Control Prepayment Date prepay in full all of the Notes arising held by holders which have so accepted such offer of prepayment or which have failed in connection with writing to accept or reject such offer within such 20 day period. The prepayment price of the Extra Space Mergers. Each such notice Notes payable upon the occurrence of any Change of Control shall specify such date, be an amount equal to 100% of the aggregate outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were prepayment, together with a premium equal to the date then applicable Make-Whole Amount, determined as of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation date of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaidSECTION 2.3(a).

Prepayment of Notes Upon Change of Control. hereunder (a) In the event that any Change of Control (as hereinafter defined) shall occur or the Company shall have actual knowledge of any proposed Change of Control, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 9.6 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this Section 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 2.3, (3) offer in writing to prepay the outstanding Notes, together with respect accrued interest to delivery the date of a notice prepayment, upon the actual occurrence of a Change of Control; and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and offer to prepay require prepayment of the Notes arising held by such holder in connection with full by written notice to the Extra Space MergersCompany (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. Each such notice shall specify such dateIn the event the Change of Control described in any Company Notice does, in fact, occur, the aggregate Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder together with accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were prepayment, but without premium; provided, however, that if a Default or an Event of Default shall have occurred and be continuing at the date of the prepayment), setting forth the details time of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretionprepayment, the prepayment date may be delayed until such time price shall include an amount equal to the Make-Whole Amount, determined as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two of two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation date of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)2.3.

Prepayment of Notes Upon Change of Control. hereunder with respect (a) In the event that any Responsible Officer has knowledge of the occurrence of any Change of Control, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 18 to delivery each holder of a notice the Notes. The Company Notice shall be delivered promptly upon receipt of a such knowledge by the Company and in any event no later than five Business Days following knowledge by such Responsible Officer thereof. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and offer to prepay the Notes arising in connection with the Extra Space Mergers. Each such notice shall specify such date, the aggregate principal amount right of each holder of the Notes to require prepayment of all, but not less than all, of such holder's Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the outstanding Notes together with accrued interest to the date of prepayment, but without a premium, and (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be prepaid on not more than 30 days nor less than 20 days following the date of such date, Company Notice. Each holder of the principal amount then outstanding Notes shall have the right to accept such offer and require prepayment of each Note the Notes held by such holder in full by written notice to be prepaid the Company (determined in accordance with a "Noteholder Notice") given not later than 10 days after receipt of the Company Notice (the "Noteholder Notice Period"). Subject to the provisions of the immediately succeeding sentence, the failure by a holder of Notes to accept or reject any offer to prepay made by the Company pursuant to this Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and 8.3 shall be accompanied by a certificate of a Senior Financial Officer as deemed to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date constitute an acceptance of such notice were offer to prepay. Within 3 days following the date expiration of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Noteholder Notice that is conditional upon the consummation of the Extra Space MergersPeriod, the Extra Space Mergers Prepayment Notice Company shall state that, deliver by telecopy in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded manner provided in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver Section 18 to each holder of the Notes a certificate of a Senior Financial Officer specifying second written notice (the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)."Secondary Company

Prepayment of Notes Upon Change of Control. hereunder with respect At any time ------------------------------------------ following the receipt by any holder of Notes of notice pursuant to delivery SECTION 4(i) of a pending Change of Control or, if no such notice is received by any such holder, upon the occurrence of or at any time following a Change of Control and offer (subject in any such case to prepay the Notes arising in connection with the Extra Space Mergers. Each such notice shall specify such date, the aggregate principal amount next succeeding paragraph of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4this Section), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note shall have the right at its option exercisable by e-mail the giving of notice to the Company (a "PREPAYMENT ELECTION NOTICE") to elect to require the prepayment by the Company of all Notes then held by such holder on the prepayment date specified by such holder in such Prepayment Election Notice (which shall not in any event be prior to the date of the consummation of such Change of Control), such prepayment to be at a price equal to 100% of the principal amount of such Notes together with interest accrued thereon to such prepayment date, plus the Yield Maintenance Amount determined in respect of such principal amount, provided that (i) if such Change of Control shall have -------- resulted from the consummation of a Qualified Transaction, the Yield Maintenance Amount otherwise required to be paid pursuant to this SECTION 6.9 shall be reduced by 50% and (ii) if such Change of Control shall result from an event described in subclause (i) of the definition of "Change of Control" which event shall have occurred as a result of the death of one or by more members of the MS Group, any prepayment required as a result of such Change of Control under this SECTION 6.9 shall be without Yield Maintenance Amount or any other electronic meanspremium. The right of the holder of a Note to give a Prepayment Election Notice requiring the prepayment of such Note pursuant to this Section following a Change of Control shall expire at the close of business in New York City on the sixtieth day following the later of (x) the date of - the occurrence of such Change of Control and (y) actual receipt by such holder - of notice of such Change of Control pursuant to SECTION 4(i). Notwithstanding any provision hereof to the contrary, and no failure on the part of the holder of any Note to exercise such holder's right to require the prepayment thereof by the Company pursuant to this Section following a Change of Control shall be deemed a waiver of or otherwise impair the rights of such holder pursuant to have been given at this Section in respect of all other events or circumstances that shall constitute a Change of Control. Neither anything contained in this SECTION 6.9, nor the time such noticegiving by any holder or holders of Notes pursuant hereto of a Prepayment Election Notice, certificate or other information was first sent nor the making by the Obligors; provided that for informational purposes onlyCompany pursuant hereto of any prepayment of Notes, shall permit the Obligors shall on Company to consummate a Successor Transaction unless such Successor Transaction is consummated in all respects in compliance with the same day send a confirming copy applicable provisions of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)SECTION 6.7.

Prepayment of Notes Upon Change of Control. hereunder with respect The Company shall give written notice to delivery each holder of a Note of the occurrence of any Change of Control within 10 days after such occurrence (which notice is herein referred to as the "CONTROL CHANGE NOTICE"). A Control Change Notice shall be given by facsimile communication confirmed by overnight courier sent on the same day of a such facsimile transmission and contain reasonable detail describing the Change of Control and an offer by the Company to prepay 100% of such holder's Notes on a closing date designated in such Control Change Notice, which closing date shall be not less than 30 days or more than 60 days after the date of such notice (such closing date being hereinafter referred to as the "CONTROL CHANGE PREPAYMENT DATE"). Such Control Change Notice shall also provide that each holder of a Note may accept such offer of prepayment by notice to the Company not more than 25 days after the 3 date of such Control Change Notice. Failure of any holder of Notes to respond to any offer to prepay pursuant to this paragraph 4D shall constitute an acceptance of such offer. The Company shall prepay all of the Notes arising in connection with on the Extra Space Mergers. Each such notice shall specify such date, Control Change Prepayment Date of any holder which has timely accepted (or which has been deemed to have accepted) the aggregate offer of prepayment at a price equal to 100% of the principal amount of the Notes to be prepaid on such dateprepaid, plus accrued interest thereon to the principal amount Control Change Prepayment Date plus the Yield-Maintenance Amount, if any, in respect of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a In the event that any Change of Control shall occur or the Company shall have knowledge of any proposed Change of Control, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 9.6 hereof to the Holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this Section 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 2.3, (3) offer in writing to prepay the Notes arising in connection outstanding Notes, together with accrued interest to the Extra Space Mergersdate of prepayment, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such the Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. The Company shall specify on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such date, offer of prepayment. The prepayment price of the aggregate Notes payable upon the occurrence of any Change of Control shall be an amount equal to 101% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition hereunder shall not have been satisfied by effect any rights under the prepayment date, Warrants or by under the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)2nd Regional Network Option.

Prepayment of Notes Upon Change of Control. hereunder (a) In the event that a Responsible Officer of the Company or the Parent Guarantor has knowledge of the occurrence of any Change of Control, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION 16 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than five Business Days following knowledge of such Responsible Officer thereof. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this SECTION 7.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this SECTION 7.3, (iii) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, but without Make-Whole Amount, and (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 60 days nor less than 45 days following the date of such Company Notice. Each holder of the then outstanding Notes (in this case only, "holder" in respect of any Note registered in the name of nominee for a disclosed beneficial owner shall mean such beneficial owner) shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a "Noteholder Notice") given, subject always to the next following sentence of this SECTION 7.3, not later than 25 days after receipt of the Company Notice. Without limiting the foregoing, the Company shall, not more than 15 days nor less than 10 days following the date of such Company Notice, send a second written notice (a "Secondary Company Notice") with respect to delivery the occurrence of such Change of Control, to which Secondary Company Notice shall be attached a notice true, correct and complete copy of a the Company Notice, and confirm in such Secondary Company Notice that each such holder of the Notes must accept or decline such offer of prepayment of the Notes within the limitations provided in the Company Notice attached to such Secondary Company Notice. The Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. It is understood and agreed by the Company and each holder of the Notes by its acceptance thereof that any such holder may decline any such offer of prepayment and that the failure of any such offer to prepay accept or decline any such offer for prepayment shall be deemed to be the election of any such holder to decline such prepayment. The prepayment price of the Notes arising in connection with payable upon the Extra Space Mergers. Each such notice occurrence of any Change of Control shall specify such date, be an amount equal to 100% of the aggregate outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such but without Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)Amount.

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a (a) In the event that any Change of Control shall occur or either Obligor shall have knowledge of any proposed Change of Control, the Obligors will give written notice (the "Obligor Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to Prudential. The Obligor Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the Notes arising in connection outstanding Notes, together with accrued interest to the Extra Space Mergersdate of prepayment, and without payment of the Make-Whole Amount or any premium, (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Notice. The Obligors shall specify on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such date, offer of prepayment. The prepayment price of the aggregate Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a In the event that any Change of Control (as hereinafter defined) shall occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 9.6 of this Agreement to the holders of the Notes. The Company Notice shall be delivered promptly and in any event no later than three business days following the occurrence of any Change of Control. The Company Notice shall (a) describe the facts and circumstances of such Change of Control in reasonable detail, (b) make reference to this Section 2.3 and the right of the holders of the Notes to require payment on the terms and conditions provided for in this Section 2.3, (c) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment and an amount equal to the then applicable Make-Whole Amount and (d) specify the date for such prepayment (the "Change of Control Prepayment Date") which Change of Control Prepayment Date shall be no earlier than fifteen (15) days after the receipt of the Company Notice and no later than thirty (30) days after the date the Change of Control occurred. The holders of at least 40% in aggregate principal amount of outstanding Notes arising in connection with shall have the Extra Space Mergersright, by written notice given to the Company not later than three business days prior to the Change of Control Prepayment Date, to demand that the Company prepay all (but not less than all) of the Notes then held by such holders on such Change of Control Prepayment Date. Each If no such notice request shall specify be made by a holder, such date, holder shall be deemed to have declined the aggregate Company's offer of prepayment. The prepayment price of any Notes payable upon the Change of Control Prepayment Date shall be an amount equal to 100% of the principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were prepayment, together with an amount equal to the then applicable Make-Whole Amount, determined as of three business days prior to the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)2.3.

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice Upon the occurrence of a Change of Control and offer Agreement Date, the Company will give written notice (a “Control Change Notice”) of such fact to prepay all holders of the Notes arising then outstanding no more than five (5) days after the Change of Control Agreement Date. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Agreement Date) in connection reasonable detail, (ii) make reference to this Section 1.2(b) and state that to the extent permitted by the Senior Loan Documents, and unless the holder makes a declaration of its intent not to have the Notes held by it prepaid, such Notes shall be prepaid in full on or prior to the later of the date of the Change of Control and the date which is five days after the Change of Control Agreement Date (the “Control Change Payment Date”), together with accrued interest thereon, and (iii) specify the Extra Space Mergersdate by which the holder must respond to such Control Change Notice pursuant to this Section 1.2(b) in order not to have the Notes held by it so prepaid. Each All Notes held by such holder shall be prepaid in full together with accrued interest thereon on the Control Change Payment Date unless such holder delivers to the Company a written notice declining prepayment (the “Declaration Notice”) (which notice may provide, at the holder’s option, for a partial prepayment of such holder’s Notes). The Company shall specify prepay in full on the Control Change Payment Date all Notes (other than Notes for which a written Declaration Notice has been issued) together with accrued interest thereon, provided that such dateprepayment only shall be made to the extent permitted by the Subordination Agreement. Such Declaration Notice shall be effective only if provided to the Company within the earlier of (i) forty-five (45) days after the delivery of such Control Change Notice and (ii) the Change of Control Payment Date. In the event that a Control Change Notice is given and a holder of the Notes fails to provide a Declaration Notice within the time period set forth above, the Notes held by such holder shall be prepaid on the Control Change Payment Date, together with accrued interest thereon. All prepayments on the Notes pursuant to this Section 1.2(b) shall be made by the payment in cash of the aggregate principal amount of the Notes to be prepaid remaining unpaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4)Notes, and the accrued interest thereon to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a (a) In the event that any Change of Control shall occur or either Obligor shall have knowledge of any proposed Change of Control, the Obligors will give written notice (the "Obligor Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes. The Obligor Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the Notes arising in connection outstanding Notes, together with accrued interest to the Extra Space Mergersdate of prepayment, and without payment of the Make-Whole Amount or any premium, (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify the date by which such holder is required to give notice of its acceptance to be prepaid. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Notice. The Obligors shall specify on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such date, offer of prepayment. The prepayment price of the aggregate Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a (a) (i) In the event that any Change of Control shall occur or any Responsible Officer of the Company shall have knowledge of any Control Event, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control or Control Event, as the case may be. If a Change in Control has occurred, the Company Notice shall also (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this Section 8.3(a) and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3(a), (3) offer in writing to prepay the Notes arising in connection outstanding Notes, together with accrued interest to the Extra Space Mergersdate of prepayment, but without premium, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. The Company shall specify on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such date, offer of prepayment. It is understood and agreed that the aggregate failure of any holder of the Notes to accept or decline an offer of prepayment pursuant to this Section 8.3 shall be deemed to be an election by such holder to decline such prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).accrued interest

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a (a) In the event that any Change of Control shall occur or the Company shall have knowledge of any proposed Change of Control, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the Notes arising in connection outstanding Notes, together with accrued interest to the Extra Space Mergersdate of prepayment, and without payment of the Make-Whole Amount or any premium, and (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. The Company shall specify on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such date, offer of prepayment. The prepayment price of the aggregate Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a In the event that any Change of Control (as hereinafter defined) shall occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in Section 9.6 of this Agreement to the holders of the Notes. The Company Notice shall be delivered promptly and in any event no later than three business days following the occurrence of any Change of Control. The Company Notice shall (a) describe the facts and circumstances of such Change of Control in reasonable detail, (b) make reference to this Section 2.3 and the right of the holders of the Notes to require payment on the terms and conditions provided for in this Section 2.3, (c) offer in writing to prepay the outstanding Notes arising of both Series, together with accrued interest to the date of prepayment and an amount equal to the then applicable Make-Whole Amount and (d) specify the date for such prepayment (the "Change of Control Prepayment Date") which Change of Control Prepayment Date shall be no earlier than the date the Change of Control occurred and no later than fifteen (15) days after the date the Change of Control occurred. The holders of at least 40% in connection with aggregate principal amount of outstanding Notes of each respective Series of Notes shall have the Extra Space Mergersright, by written notice given to the Company not later than three business days prior to the Change of Control Prepayment Date, to demand that the Company prepay all (but not less than all) of the respective Series of Notes then held by such holders on such Change of Control Prepayment Date. Each such notice The prepayment price of any Notes payable upon the Change of Control Prepayment Date shall specify such date, be an amount equal to 100% of the aggregate principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were prepayment, together with an amount equal to the then applicable Make-Whole Amount, determined as of three business days prior to the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid)2.3.

Prepayment of Notes Upon Change of Control. hereunder with respect (a)(1) In the event that any Change of Control shall occur, the Company will give written notice (the “Company Notice”) of such fact in the manner provided in §9.6 to delivery the holders of a notice the Notes. The Company Notice shall be delivered promptly upon receipt of a knowledge by the Company of such Change of Control and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this §2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this §2.3, (3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and (4) specify a date for such prepayment (the “Change of Control Prepayment Date”), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a “Noteholder Notice”) given not later than 20 days after receipt of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this §2.3(a) within such 20 day period shall be deemed to constitute a rejection of such offer by such holder. The Company shall on the Change of Control Prepayment Date prepay in full all of the Notes arising in connection with held by holders which have so accepted such offer of prepayment within such 20 day period. The prepayment price of the Extra Space Mergers. Each such notice Notes payable upon the occurrence of any Change of Control shall specify such date, be an amount equal to 100% of the aggregate outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

Prepayment of Notes Upon Change of Control. hereunder with respect to delivery of a notice of a (a) In the event that any Change of Control (as hereinafter defined) shall occur or the Issuer shall have knowledge of any proposed Change of Control, the Issuer will give written notice (the "Issuer Notice") of such fact in the manner provided in SECTION 10.6 hereof to the holders of the Notes. The Issuer Notice shall be delivered promptly upon receipt of such knowledge by the Issuer and in any event no later than three Business Days following the occurrence of any Change of Control. The Issuer Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this SECTION 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this SECTION 2.3, (3) offer in writing to prepay the Notes arising in connection outstanding Notes, together with accrued interest to the Extra Space Mergersdate of prepayment, but without premium, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 60 days nor less than 30 days following the date of such Issuer Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Issuer (a "Noteholder Notice") given not later than 10 days prior to the Change of Control Prepayment Date. The Issuer shall specify on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such dateoffer of prepayment, and such Notes shall thereupon become due and payable on such Change of Control Prepayment Date. The prepayment price of the aggregate Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder and accrued interest thereon to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such prepayment, but without a premium. (b)(1) Without limiting the foregoing, notwithstanding any failure on the part of the Issuer to give the Issuer Notice herein required as a result of the occurrence of a Change of Control, each holder of the Notes shall have the right by delivery of written notice were to the Issuer to require the Issuer to prepay, and the Issuer will prepay, such holder's Notes in full, together with accrued interest thereon to the date of the prepayment), setting forth the details of prepayment provided that such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation holder of the Extra Space Mergers, Notes shall so notify the Extra Space Mergers Prepayment Issuer of its election to require the Issuer to prepay its Notes in accordance with this SECTION 2.3(B)(1) within 90 days after such holder has actual knowledge of any such Change of Control. Notice shall state that, in the Obligors’ discretion, the of any required prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and SECTION 2.3(B)(1) shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).be