Common use of S-4 Registration Statement and Proxy Statement/Prospectus Clause in Contracts

S-4 Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the S-4 Registration Statement or the Proxy Statement will (i) in the case of the S-4 Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the Parent Stockholders Meeting and Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4 Registration Statement, the Company shall promptly inform Parent, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company and Parent. The S-4 Registration Statement will (with respect to the Company) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will (with respect to the Company) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

S-4 Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in the S-4 Registration Statement or the Proxy Statement will (i) in the case of the S-4 Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the Parent Stockholders Meeting and the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the CompanyParent, its Merger Sub or any of their respective affiliates, officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4 Registration Statement, the Company Parent shall promptly inform Parentthe Company, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Parent and the Company and ParentCompany. The S-4 Registration Statement will (with respect to the CompanyParent and Merger Sub) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will (with respect to the CompanyParent and Merger Sub) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any written information supplied by Parent or Merger Sub the Company specifically for inclusion in such document which is contained in any of the foregoing documents.

S-4 Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Shurgard REIT for inclusion or incorporation by reference in the S-4 Registration Statement Statement, the Proxy Statement/Prospectus or the Management Company Proxy Statement Materials will (ia) in the case of the S-4 Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (iib) in the case of the Proxy Statement/Prospectus, at the time of the mailing of the Proxy Statement Statement/Prospectus and at the time of the Parent Shurgard REIT Stockholders Meeting Meeting, and in the case of the Management Company Stockholders Proxy Materials, at the time of mailing the Management Company Proxy Materials and at the time of the Management Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the CompanyShurgard REIT, its officers and directors or any of its Subsidiaries should shall occur which that is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus, the S-4 Registration Statement or the Management Company Proxy Materials, Shurgard REIT shall notify Management Company thereof by reference to this Section 6.10 and, in the case of the Proxy Statement/Prospectus or the S-4 Registration Statement, the Company shall promptly inform Parent, such event shall be so described, and such an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Shurgard REIT and/or the Company shareholders of Management Company, and Parentsuch amendment or supplement shall comply with all provisions of applicable law. The S-4 Registration Statement will comply (with respect to the CompanyShurgard REIT) comply as to form in all material respects with the requirements provisions of the Securities Act and the rules and regulations promulgated thereunderAct. The Proxy Statement Statement/Prospectus will comply (with respect to the CompanyShurgard REIT) comply as to form in all material respects with the requirements of the Exchange Act and the applicable rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.