Common use of Tax Deferred Exchange Clause in Contracts

Tax Deferred Exchange. Seller may desire to dispose of the Property through a tax deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller may desire to dispose of the Property through a tax deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated designated in writing by Seller. Upon identification of Interme diaryIntermediary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.. (m)

Tax Deferred Exchange. Seller PURCHASER understands that the transaction contemplated hereby may desire to dispose be part of the Property through a tax SELLER’s tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser PURCHASER shall cooperate provide reasonable cooperation to SELLER in connection with Seller any desire by SELLER to elect to qualify the sale of the Property or the Site as a tax-deferred exchange under Section 1031 of the Internal Revenue Code including execution and delivery of documents and instruments required by the qualified intermediary; provided, however, that in attempting to effectuate connection with such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that tax-deferred exchange (ia) Purchaser PURCHASER shall not incur any additional liability in connection with an exchange for the benefit of Sellercost or expense whatsoever, (iib) Purchaser PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be obligated required to take acquire title to any real property (other than the Property), (iiid) upon payment of the date of Closing Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be extended as a result relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Milford 0000 Xxxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxxx 00000 138,165± rentable square feet of indoor self storage space $ 33,150,000 $ 23,205,000 $ 5,000 $ 9,940,000 The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have the right to review and approve the attached legal descriptions following PURCHASER’s receipt of the exchange, without Purchaser's prior written consent, updated title commitment and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionupdated survey.

Tax Deferred Exchange. Seller may desire to dispose of the Property through a tax deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser Buyer shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser Buyer shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without PurchaserBuyer's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser Buyer and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated designated in writing by Seller. Upon identification of Interme diaryIntermediary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser Buyer agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser Buyer may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), PurchaserBuyer's exclusive recourse shall be against the Seller and Purchaser Buyer shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Buyer, at the request of Seller, agrees to cooperate with Seller so that Seller may desire to dispose of the Property through in a tax tax-deferred exchange which qualifies for non-recognition of gain under pursuant to Section 1031 of the Internal Revenue CodeCode (the "EXCHANGE TRANSACTION"). Purchaser shall cooperate with In order to implement such Exchange Transaction, Seller in attempting may, upon written notice to effectuate such exchangeBuyer, includingassign its rights, but not limited toits obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable Internal Revenue Service regulations), and Buyer agrees to perform its obligations under this Agreement as to any such qualified intermediary. Notwithstanding the execution foregoing, Buyer shall not be required, solely for the purpose of such documentation as may be reasonably necessary Buyer's cooperation related to effect such exchangeSeller's Exchange Transaction, provided that to (i) Purchaser shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to or convey any real or personal property (other than the Property), (ii) execute any note or other instrument providing for personal or other liability or assume any indebtedness encumbering any real property, or (iii) incur any other cost, expense, obligation or liability whatsoever. Seller shall in all events be responsible for all incremental costs and expenses related to the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consentExchange Transaction, and shall fully indemnify, defend and hold Buyer harmless from and against any and all liability, claims, damages, expenses (iv) any additional costs and charges attributable to the exchange, including, but not limited to, including reasonable attorneys' fees), brokers' commissions proceedings and causes of action of any kind or nature whatsoever actually incurred by Buyer and solely attributable to such Exchange Transaction. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Buyer. In no event whatsoever shall the Closing be delayed because of any delay relating to the Exchange Transaction. If Seller's actions shall propose such delay, the transaction contemplated hereby shall proceed to close in accordance with the other transaction related expenses terms and provisions of this Agreement, and in such event the terms and provisions of this Section 13.02 shall be paid for by Seller. Purchaser and Seller of no further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made force or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactioneffect.

Tax Deferred Exchange. Seller may desire to dispose The parties acknowledge that the conveyance of the Property through to Purchaser may be structured by Seller as a tax deferred like-kind exchange which qualifies for non-recognition of gain under pursuant to Section 1031 of the Internal Revenue Code (the “Code”). Purchaser shall agrees to cooperate with Seller in attempting to effectuate effecting such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such like-kind exchange, provided that (i) Purchaser Seller shall bear all of the expenses associated therewith, and provided further that Seller’s ability to undertake any such exchange shall not incur in any additional liability in connection with an exchange for the benefit manner be considered a condition of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller’s obligations under this Agreement. Purchaser and Seller further agree It is contemplated that Seller may substitute an intermediary ("Intermediary"assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and, notwithstanding any other provision hereof, Purchaser expressly consents to act in place of Seller as the seller of the Propertysuch assignment. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, andAccordingly, in the event of breachsuch assignment, Purchaser may proceed shall, upon notice from Seller, direct Purchaser’s payment for the Property directly against Seller on this guarantee without to the need qualified intermediary and shall to join Intermediary the extent of the assignment, treat the qualified intermediary as a party the valid assignee hereof. Notwithstanding anything contained herein, Purchaser shall not be required to acquire or hold legal or beneficial title to, or any action against Seller. Seller unconditionally waives other interest, in any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directlyproperty other than the Property for purposes of consummating the exchange. In the event of any exchange, and notwithstanding that in connection with such exchange record title to the breach of any representationsProperty may be conveyed by Seller to an accommodation entity which thereupon conveys title to the Property to Purchaser, warranties, all covenants, obligations agreements and undertakings indemnifications of Seller pursuant to this Agreement shall be deemed to be made by Seller, shall survive any conveyance to an accommodation party, shall continue in favor of and inure to the benefit of Purchaser and shall be enforceable by Purchaser against Seller to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or Intermediary modify any of Seller’s obligations or any of Purchaser’s rights or remedies hereunder. Purchaser will have no liability to Seller under or in connection with the exchange, including in the event the exchange is not consummated, or in the event Seller does not achieve the desired tax treatment. Seller acknowledges that Purchaser may, at Purchaser’s option, include Purchaser’s purchase of the Property in a like-kind exchange under the Code. Seller shall reasonably cooperate with Purchaser and shall execute any claim upon any indemnity of Seller or Intermediary (whether documents reasonably required to permit Purchaser to effect such a like-kind exchange pursuant to the representationCode, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse provided there shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionadditional cost to Seller.

Tax Deferred Exchange. Seller may desire to dispose effect one or more tax-deferred exchanges under Internal Revenue Code §1031 in respect of the Real Property through (or a tax portion thereof). Purchaser agrees to accommodate Seller in effecting any such tax-deferred exchange. Seller shall have the right to elect such tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 at any time before the Closing Date. Seller and Purchaser agree, however, that consummation of the Internal Revenue Code. Purchaser shall cooperate with Seller in attempting to effectuate purchase and sale of the Real Property under this Agreement is not conditioned on such exchange. If Seller elects to make a tax-deferred exchange, includingPurchaser agrees to timely execute such additional escrow instructions, but not limited todeeds, the execution of such documentation as may be reasonably necessary documents, agreements, or instruments to effect such exchange, and Purchaser acknowledges that time is of the essence in respect of Purchaser’s cooperation hereunder, provided that (i) Purchaser shall not incur any no additional liability costs, expenses, or liabilities in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended this transaction as a result of the or in connection with such exchange. If Seller does elect to effect one or more tax-deferred exchanges hereunder, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller it may in furtherance thereof substitute an intermediary ("the “Intermediary"”) to act in place of Seller as the seller of the Propertyone or more of such parcels. The Intermediary shall would be desig nated designated in writing by Seller. Upon identification of Interme diaryIntermediary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Sellerreal property. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these those representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller may desire acknowledges the rights of Purchaser, at its option, to dispose structure any portion of the Property through transactions contemplated by this Agreement so as to qualify as a tax deferred tax-free exchange which qualifies for nonof like-recognition kind property in compliance with the provisions of gain under Section 1031 of the Internal Revenue CodeCode (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser shall cooperate to structure any portion of the transactions by this Agreement with Seller in attempting respect to effectuate such exchange, including, but not limited to, any of the execution of such documentation as may be reasonably necessary Transferred Assets contemplated to effect such exchangea like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, provided however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” (ias defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) Purchaser shall not incur any additional liability or an “Exchange Accommodation Titleholder” (as described in connection with an exchange 81 Revenue Procedure 2000-37) for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result assignment of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable rights of Purchaser under this Agreement with respect to the exchangeapplicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("“Intermediary") to act in place of Seller as the seller of the Property”). The Intermediary and the applicable Transferred Assets shall be desig nated designated in writing by SellerPurchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon identification designation of Interme diarythe Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Seller Purchaser as the seller of purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary Intermediary, and to render its Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser agrees that performance shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by Intermediary will this Agreement as part of a like-kind exchange, such occurrence shall not be treated deemed or construed as performance by Sellerthe failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. Seller In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediarythe Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Seller Purchaser shall be treated as a primary obligor with respect to these such representations, warranties, covenants, indemnities, obligations and undertakingsundertakings (as the case may be), and, in the event of breacha breach by the Intermediary under this Agreement or the Ancillary Agreements, Purchaser Seller may proceed directly against Seller Purchaser on this the guarantee without the need to join the Intermediary as a party to any action against Sellerthe action. Seller Purchaser unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be) directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller may desire to dispose of the Property through a tax deferred exchange which qualifies for non-non- recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser Buyer shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser Buyer shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without PurchaserBuyer's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser Buyer and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated designated in writing by Seller. Upon identification of Interme diaryIntermediary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser Buyer agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser Buyer may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), PurchaserBuyer's exclusive recourse shall be against the Seller and Purchaser Buyer shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. (a) Seller may desire has advised Buyer of its intention to dispose of the Property through a effect tax deferred exchange which qualifies for non-recognition of gain under exchanges pursuant to Section 1031 of the Internal Revenue CodeCode in connection with the sale of the Interests in one or more of the Companies. Purchaser shall Seller may assign all or part of its rights under this Agreement to a Qualified Intermediary of Seller’s choice for the purpose of completing such exchanges. Buyer agrees to cooperate with Seller in attempting and Qualified Intermediary with respect to such exchange and agrees to execute all documentation required to effectuate such exchange; provided, includinghowever, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that that: (ia) Purchaser Buyer shall not incur any additional liability in connection with an exchange for the benefit or costs as a consequence of Seller, ’s exchange activities; (iib) Purchaser Buyer shall not be obligated to take title delay, or agree to any real property (other than the Property)delay of, (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, Seller’s contemplated exchange activities; and (ivc) Seller shall indemnify and hold Buyer harmless from any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and liability, claims, losses or actions which Buyer incurs or to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will which Buyer may be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated exposed as a primary obligor result of Buyer’s participation in the contemplated exchange. Buyer makes no warranty whatsoever with respect to these representationsthe qualification of the transaction for tax deferred exchange treatment under Section 1031 and Buyer shall have no responsibility, warranties, covenants, indemnities, obligations and undertakings, and, in obligation or liability with respect to the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need tax consequences to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would This Agreement is not have if it had made subject to or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directlycontingent upon Seller’s ability to effectuate a contemplated exchange. In the event any exchange contemplated by Seller should fail to occur, for whatever reason, the sale of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or Interests shall nonetheless be consummated as otherwise provided in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionAgreement.

Tax Deferred Exchange. Seller PURCHASER understands that the transaction contemplated hereby may desire to dispose be part of the Property through a tax SELLER’s tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser PURCHASER shall cooperate provide reasonable cooperation to SELLER in connection with Seller any desire by SELLER to elect to qualify the sale of the Property or the Site as a tax-deferred exchange under Section 1031 of the Internal Revenue Code including execution and delivery of documents and instruments required by the qualified intermediary; provided, however, that in attempting to effectuate connection with such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that tax-deferred exchange (ia) Purchaser PURCHASER shall not incur any additional liability in connection with an exchange for the benefit of Sellercost or expense whatsoever, (iib) Purchaser PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be obligated required to take acquire title to any real property (other than the Property), (iiid) upon payment of the date of Closing Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be extended as a result relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Farmingdale $ 25,650,000 $ 19,955,000 $ 5,000 $ 7,690,000 Xxxxxxxxxxx, Xxx Xxxx 00000 96,397± rentable square feet of indoor self storage space The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have the right to review and approve the attached legal descriptions following PURCHASER’s receipt of the exchange, without Purchaser's prior written consent, updated title commitment and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionupdated survey.

Tax Deferred Exchange. Seller PURCHASER understands that the transaction contemplated hereby may desire to dispose be part of the Property through a tax SELLER’s tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser PURCHASER shall cooperate provide reasonable cooperation to SELLER in connection with Seller any desire by SELLER to elect to qualify the sale of the Property or the Site as a tax-deferred exchange under Section 1031 of the Internal Revenue Code including execution and delivery of documents and instruments required by the qualified intermediary; provided, however, that in attempting to effectuate connection with such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that tax-deferred exchange (ia) Purchaser PURCHASER shall not incur any additional liability in connection with an exchange for the benefit of Sellercost or expense whatsoever, (iib) Purchaser PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be obligated required to take acquire title to any real property (other than the Property), (iiid) upon payment of the date of Closing Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be extended as a result relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Farmingdale $ 25,650,000 $ 19,955,000 $ 5,000 $ 7,690,000 Xxxxxxxxxxx, Xxx Xxxx 00000 96,397± rentable square feet of indoor self storage space The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have the right to review and approve the attached legal descriptions following PURCHASER’s receipt of the exchangeupdated title commitment and updated survey. SCHEDULE A-1 TO PURCHASE AGREEMENT [Legal Description] ALL that certain plot, without Purchaser's prior written consentpiece or parcel of land, situate, lying and being in the Town of Babylon, County of Suffolk and State of New York, known and designated as parts of Lots Nos. 11 and 12 on the “Map of Executive Park at Babylon, situated in Farmingdale, Town of Babylon, Suffolk County, N.Y.”, filed in the Office of the Clerk of the County of Suffolk on July 23, 1979 as Map No. 6833, said parts of lots, when taken together are bounded and described as follows: BEGINNING at a point on the northerly side of Executive Boulevard, at a point where it is intersected by the westerly side of Broad Hollow Road (iv) any additional costs and charges attributable as widened); RUNNING THENCE along said northerly side of Executive Boulevard, North 70 degrees 10 minutes 28 seconds West, 208.76 feet per N.Y.S. Highway taking map; RUNNING THENCE along the arc of a curve to the exchangeright having a radius of 25.00 feet, includingwhich curve connects said northerly side of Executive Boulevard with the easterly side of Executive Boulevard, but not limited toa distance of 37.85 feet to said easterly side of Executive Boulevard; RUNNING THENCE along said easterly side of Executive Boulevard, attorneys' fees, brokers' commissions North 16 degrees 34 minutes 48 seconds East 437.34 feet; RUNNING THENCE South 73 degrees 25 minutes 12 seconds East 273.87 feet to the westerly side of Broad Hollow Road as widened; RUNNING THENCE along said westerly side of Broad Hollow Road on a curve to the left having a radius of 2178.23 feet an arc length of 144.12 feet on a curve to the left having a radius of 5807.68 feet an arc length of 304.37 feet and other transaction related expenses South 52 degrees 17 minutes 40 seconds West 32.47 feet to the point or place of BEGINNING. SCHEDULE B TO PURCHASE AGREEMENT [Personal Property] A list shall be paid for prepared by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse for attachment to the Xxxx of any type against Sale SCHEDULE “C” TO PURCHASE AGREEMENT Intentionally Omitted. SCHEDULE “D” TO PURCHASE AGREEMENT FORM OF XXXX OF SALE (“Seller”), for good and valuable consideration paid by SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”), does hereby sell, grant, transfer, assign and convey to Buyer all of Seller’s right, title and interest in and to all of the Intermediary arising from this transaction.following personal property owned by Seller that is located at, or used in connection with, the self storage facilities and real located at (“Property”), including the “Personal Property”:

Tax Deferred Exchange. Seller PURCHASER understands that the transaction contemplated hereby may desire to dispose be part of the Property through a tax SELLER’s tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser PURCHASER shall cooperate provide reasonable cooperation to SELLER in connection with Seller any desire by SELLER to elect to qualify the sale of the Property or the Site as a tax-deferred exchange under Section 1031 of the Internal Revenue Code including execution and delivery of documents and instruments required by the qualified intermediary; provided, however, that in attempting to effectuate connection with such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that tax-deferred exchange (ia) Purchaser PURCHASER shall not incur any additional liability in connection with an exchange for the benefit of Sellercost or expense whatsoever, (iib) Purchaser PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be obligated required to take acquire title to any real property (other than the Property), (iiid) upon payment of the date of Closing Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be extended as a result relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Hicksville 00 Xxxx Xxxx Xxxxxx Hicksville, New York 11801 129,460± rentable square feet of indoor self storage space $ 32,950,000 $ 23,065,000 $ 5,000 $ 9,880,000 The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have the right to review and approve the attached legal descriptions following PURCHASER’s receipt of the exchange, without Purchaser's prior written consent, updated title commitment and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionupdated survey.

Tax Deferred Exchange. Seller may desire acknowledges the rights of Purchaser, at its option, to dispose structure any portion of the Property through transactions contemplated by this Agreement so as to qualify as a tax deferred tax-free exchange which qualifies for nonof like-recognition kind property in compliance with the provisions of gain under Section 1031 of the Internal Revenue CodeCode (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser shall cooperate to structure any portion of the transactions by this Agreement with Seller in attempting respect to effectuate such exchange, including, but not limited to, any of the execution of such documentation as may be reasonably necessary Transferred Assets contemplated to effect such exchangea like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, provided however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” (ias defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) Purchaser shall not incur any additional liability or an “Exchange Accommodation Titleholder” (as described in connection with an exchange Revenue Procedure 2000-37) for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result assignment of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable rights of Purchaser under this Agreement with respect to the exchangeapplicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("“Intermediary") to act in place of Seller as the seller of the Property”). The Intermediary and the applicable Transferred Assets shall be desig nated designated in writing by SellerPurchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon identification designation of Interme diarythe Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Seller Purchaser as the seller of purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary Intermediary, and to render its Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser agrees that performance shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by Intermediary will this Agreement as part of a like-kind exchange, such occurrence shall not be treated deemed or construed as performance by Sellerthe failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. Seller In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediarythe Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Seller Purchaser shall be treated as a primary obligor with respect to these such representations, warranties, covenants, indemnities, obligations and undertakingsundertakings (as the case may be), and, in the event of breacha breach by the Intermediary under this Agreement or the Ancillary Agreements, Purchaser Seller may proceed directly against Seller Purchaser on this the guarantee without the need to join the Intermediary as a party to any action against Sellerthe action. Seller Purchaser unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be) directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller PURCHASER understands that the transaction contemplated hereby may desire to dispose be part of the Property through a tax SELLER’s tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser PURCHASER shall cooperate provide reasonable cooperation to SELLER in connection with Seller any desire by SELLER to elect to qualify the sale of the Property or the Site as a tax-deferred exchange under Section 1031 of the Internal Revenue Code including execution and delivery of documents and instruments required by the qualified intermediary; provided, however, that in attempting to effectuate connection with such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that tax-deferred exchange (ia) Purchaser PURCHASER shall not incur any additional liability in connection with an exchange for the benefit of Sellercost or expense whatsoever, (iib) Purchaser PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be obligated required to take acquire title to any real property (other than the Property), (iiid) upon payment of the date of Closing Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be extended as a result relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Danbury $ 28,250,000 $ 19,775,000 $ 5,000 $ 8,470,000 00-00 Xxxxxxx Xxxxxx and 00-00 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx 00000 101,488± rentable square feet of indoor self storage space The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have the right to review and approve the attached legal descriptions following PURCHASER’s receipt of the exchange, without Purchaser's prior written consent, updated title commitment and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionupdated survey.

Tax Deferred Exchange. Seller PURCHASER understands that the transaction contemplated hereby may desire to dispose be part of the Property through a tax SELLER’s tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser PURCHASER shall cooperate provide reasonable cooperation to SELLER in connection with Seller any desire by SELLER to elect to qualify the sale of the Property or the Site as a tax-deferred exchange under Section 1031 of the Internal Revenue Code including execution and delivery of documents and instruments required by the qualified intermediary; provided, however, that in attempting to effectuate connection with such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that tax-deferred exchange (ia) Purchaser PURCHASER shall not incur any additional liability in connection with an exchange for the benefit of Sellercost or expense whatsoever, (iib) Purchaser PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be obligated required to take acquire title to any real property (other than the Property), (iiid) upon payment of the date of Closing Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be extended as a result relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Milford 0000 Xxxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxxx 00000 138,165± rentable square feet of indoor self storage space $ 33,150,000 $ 23,205,000 $ 5,000 $ 9,940,000 The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have the right to review and approve the attached legal descriptions following PURCHASER’s receipt of the exchangeupdated title commitment and updated survey. SCHEDULE A-1 TO PURCHASE AGREEMENT [Legal Description] A certain piece or parcel of land situated in the Town of Milford, without Purchaser's prior written consentCounty of New Haven and State of Connecticut containing 201,918 Square Feet or 4.64 Acres and being shown a a map entitled: “Existing Conditions, Property of Yellow Properties, Inc., 0000 Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx”, prepared by Xxxxxxx-Xxxxxxx Design Group. 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxx, 00000. dated December 26. 1995, revised January 8, 1997, February 12, 1997, and January 26, 1998) and being more particularly bounded and described as follows: Beginning at a concrete monument on the southerly highway line of Boston Post Road (ivU.S. Route 1 ), said monument being at the division line of land now or formerly Xxxx Chemock and land now or formerly Yellow Properties, Inc. and said monument being the northeasterly corner of the herein described parcel of land: Thence running S 39”-57’-00” E approximately 437.4 feet along land now or formerly Xxxx Chemock to a point; Thence running in a southerly direction approximately 317 feet along the Indian River to a point; Thence running N 78°-38’-24” W approximately 117.1 feet to a point, S 64”-25’-59” W 128.77 feet all along the northerly streetline of Roses Mill Road to a point, Thence running N 28°-15’-51” W 395.58 feet along land now or formerly Xxx X. Xxxxxxxx to an iron pin; Thence running N 42°-09’-09” E 385.26 feel along the southerly highway line of Boston Post Road (U.S. Route 1) any additional costs and charges attributable to the exchangepoint and place of beginning. AND A certain piece or parcel of land situated in the Town of Milford, includingCounty of New Haven and State of Connecticut containing 19,913 Square Feet or 0.457 Acres and being shown on a map entitled: “Property Survey Showing Land of Yellow Properties, but not limited toInc., attorneys' feesRoses Mill Road, brokers' commissions Milford, Connecticut” Scale: I”=20’; Dated: January 6, 1997 and other transaction related expenses Prepared by Xxxxxxx-Xxxxxxx Design Group and being more particularly bounded and described as follows: Beginning at a point on the southerly streetline of Roses Mill Road, said point being at the division line of land now or formerly Mill Properties, Inc. and land now or formerly Yellow Properties, Inc., and said point being N 32°-15’-28” W 2.32 feet from an iron pin; Thence running along a curve to the right having a radius of 630.00 feet, central angle of 17°-07’-12”, length of 188.25 feet and a chord bearing S 88°-14’-28” E 187.55 feel along the southerly streetline of Roses Mill Road to a point; Thence running in a southeasterly direction approximately 44 feet along the southerly streetline of Roses Mill Road to a point; Thence running in a southeasterly direction approximately 23 feet along the east bank of the Indian River and land now or formerly Department of Environmental Protection to a point; Thence running S 51 °-50’-21” W approximately 160 feet along land now or formerly Mill Properties, Inc. to an iron pin; Thence running N 32°-15’-28” W 180.57 feet along land now or formerly Mill Properties, Inc. to the point and place of beginning. SCHEDULE B TO PURCHASE AGREEMENT [Personal Property] A list shall be paid for prepared by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse for attachment to the Xxxx of any type against Sale SCHEDULE “C” TO PURCHASE AGREEMENT Intentionally Omitted. SCHEDULE “D” TO PURCHASE AGREEMENT FORM OF XXXX OF SALE (“Seller”), for good and valuable consideration paid by SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”), does hereby sell, grant, transfer, assign and convey to Buyer all of Seller’s right, title and interest in and to all of the Intermediary arising from this transaction.following personal property owned by Seller that is located at, or used in connection with, the self storage facilities and real located at (“Property”), including the “Personal Property”:

Tax Deferred Exchange. Seller or an affiliate of Seller may desire to dispose of the Property through a tax deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser Buyer shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, including the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser Buyer shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing Date shall not be extended as a result of the exchange, without Purchaser's Buyer’s prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, including attorneys' ’ fees, brokers' ’ commissions and other transaction transaction-related expenses shall be paid for by Seller. Purchaser Seller shall indemnify and Seller further agree that hold Buyer harmless from and against all claims, demands, actions, proceedings, damages, losses, liabilities, costs and expenses resulting from such tax deferred exchange by Seller. Seller may substitute an intermediary ("“Intermediary"”) to act in place of Seller as the seller of the Property. The Intermediary Buyer shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance Performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee guarantees the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser Buyer may proceed directly against Seller Seller, subject to the terms and conditions of this Agreement, on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's Buyer’s exclusive recourse shall be against Seller in accordance with the Seller terms of this Agreement and Purchaser Buyer shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller may desire to dispose The parties acknowledge that the conveyance of the Property through to Purchaser may be structured by Seller as a tax deferred like-kind exchange which qualifies for non-recognition of gain under pursuant to Section 1031 of the Internal Revenue Code (the “Code”). Purchaser shall agrees to cooperate with Seller in attempting to effectuate effecting such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such like-kind exchange, provided that (i) Purchaser Seller shall bear all of the expenses associated therewith, and provided further that Seller’s ability to undertake any such exchange shall not incur in any additional liability in connection with an exchange for the benefit manner be considered a condition of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller’s obligations under this Agreement. Purchaser and Seller further agree It is contemplated that Seller may substitute an intermediary ("Intermediary"assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and, notwithstanding any other provision hereof, Purchaser expressly consents to act in place of Seller as the seller of the Propertysuch assignment. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, andAccordingly, in the event of breachsuch assignment, Purchaser may proceed shall, upon notice from Seller, direct Purchaser’s payment for the Property directly against Seller on this guarantee without to the need qualified intermediary and shall to join Intermediary the extent of the assignment, treat the qualified intermediary as a party the valid assignee hereof. Notwithstanding anything contained herein, Purchaser shall not be required to acquire or hold legal or beneficial title to, or any action against Seller. Seller unconditionally waives other interest, in any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directlyproperty other than the Property for purposes of consummating the exchange. In the event of any exchange, and notwithstanding that in connection with such exchange record title to the breach of any representationsProperty may be conveyed by Seller to an accommodation entity which thereupon conveys title to the Property to Purchaser, warranties, all covenants, obligations agreements and undertakings indemnifications of Seller pursuant to this Agreement shall be deemed to be made by Seller, shall survive any conveyance to an accommodation party, shall continue in favor of and inure to the benefit of Purchaser and shall be enforceable by Purchaser against Seller to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or Intermediary modify any of Seller’s obligations or any of Purchaser’s rights or remedies hereunder. Purchaser will have no liability to Seller under or in connection with the exchange, including in the event the exchange is not consummated, or in the event Seller does not achieve the desired tax treatment. Seller acknowledges that Purchaser may, at Purchaser’s option, include Purchaser’s purchase of the Property in a like-kind exchange under the Code. Seller shall reasonably cooperate with Purchaser and shall execute any claim upon any indemnity of Seller or Intermediary (whether documents reasonably required to permit Purchaser to effect such a like-kind exchange pursuant to the representationCode, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse provided there shall be against no additional cost to Seller. Purchaser acknowledges that Seller may, at Seller’s option, include Seller’s sale of the Property in a like-kind exchange under the Code. Purchaser shall reasonably cooperate with Seller and Purchaser shall have execute any documents reasonably required to permit Seller to effect such a like-kind exchange pursuant to the Code, provided there shall be no recourse of any type against the Intermediary arising from this transaction.additional cost to Purchaser. 28

Tax Deferred Exchange. Seller At its option, Purchaser may desire assign its rights to dispose of purchase the Property through pursuant to this Agreement to a tax deferred exchange Qualified Intermediary Trustee or Escrow Agent as those terms are defined in Treasury Regulations ss.1.1031(k)-1 or successor provisions (collectively, the "QUALIFIED INTERMEDIARY") for the purpose of conveying the Property pursuant to a transaction which qualifies for non-recognition as an Exchange of gain under Property pursuant to the provisions of Section 1031 of the Internal Revenue Code (the "Code"). If Purchaser assigns its rights to purchase the Property pursuant to this Agreement to the Qualified Intermediary and Purchaser provides written notice of such assignment to Purchaser on or prior to the date of the Closing, Seller agrees to fully cooperate with Purchaser and with the Qualified Intermediary and to take all reasonable actions requested by the Qualified Intermediary or by Purchaser to assist Purchaser and the Qualified Intermediary in satisfying the requirements of Section 1031 of the Code, including satisfying any of Seller's obligations under this Agreement directly to the Qualified Intermediary. If Purchaser assigns its right to sell the Property pursuant to this Agreement to the Qualified Intermediary, the Qualified Intermediary will direct Seller to convey the Property to Qualified Intermediary on the date of Closing in accordance with the terms of this Agreement; provided, however, the Qualified Intermediary shall take such action as is necessary to allow Purchaser to execute and deliver the Lease at Closing, so that the Lease and the obligations of the landlord thereunder shall be valid, binding and enforceable against Purchaser. Simultaneously with the conveyance of the Property to Qualified Intermediary, Purchaser shall pay the Purchase Price to the Seller. Seller makes no representations and gives no warranties with respect to the tax effects of the proposed exchange transactions. Purchaser shall cooperate with reimburse Seller in attempting for any closing costs incurred by Seller as a result of any exchange transaction arranged by Purchaser, which Seller would have otherwise not incurred but for Purchaser's structuring of the transaction as an exchange. Additionally, notwithstanding Purchaser's assignment of this Agreement to effectuate such exchangea Qualified Intermediary, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser shall not incur any additional liability in connection with an exchange remain fully liable to Seller for the benefit performance of Seller, (ii) Purchaser all indemnities and other obligations hereunder and under no circumstances shall not be obligated to Seller take title to any real replacement property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionnot contractually obligate itself or Seller to do so.

Tax Deferred Exchange. Seller or an affiliate may desire to dispose of all or a portion of the Property through a tax deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code. Purchaser Buyer shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, including the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser Buyer shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing Date shall not be extended as a result of the exchange, without Purchaser's Buyer’s prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, including attorneys' ’ fees, brokers' ’ commissions and other transaction transaction-related expenses shall be paid for by Seller. Purchaser Seller shall indemnify and Seller further agree that hold Buyer harmless from and against all claims, demands, actions, proceedings, damages, losses, liabilities, costs and expenses resulting from such tax deferred exchange by Seller. Seller may substitute an intermediary ("“Intermediary"”) to act in place of Seller as the seller of the Property. The Intermediary Buyer shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance Performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee guarantees the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser Buyer may proceed directly against Seller Seller, subject to the terms and conditions of this Agreement, on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's Buyer’s exclusive recourse shall be against Seller in accordance with the Seller terms of this Agreement and Purchaser Buyer shall have no recourse of any type against the Intermediary arising from this transaction. Notwithstanding the foregoing, any tax deferred exchange by Seller shall not delay the Closing nor obligate Buyer to execute any document other than a simple consent.

Tax Deferred Exchange. Seller may desire has advised Buyer of its intention to dispose of the Property through seek to effect a tax deferred exchange which qualifies for non-recognition of gain under pursuant to Section 1031 of the Internal Revenue Code, in connection with the conveyance of the Property (or any portion thereof). Purchaser If Seller is able to negotiate terms acceptable to Seller for the transfer or acquisition of an exchange property or properties, then Buyer agrees to accommodate Seller in seeking to effect a tax deferred exchange for that property or properties. Seller shall have the right, expressly reserved here, to transfer the Property (or any portion thereof) in exchange for such exchange property or exchange properties so identified by Seller so that Seller shall become the owner of the exchange property or properties and the owner of the exchange property or properties shall become the owner of the Property (or any portion thereof) subject to all obligations of Seller hereunder. The owner of the exchange property then shall complete this Contract. In the alternative, Buyer agrees to cooperate with Seller in attempting with respect to such exchange and agrees to execute all documentation required to effectuate such exchange, including, but not limited to, the execution an Exchange Trust Agreement, Designation of such documentation as may be reasonably necessary to effect such exchange, provided that (i) Purchaser shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Exchange Property and all other required performance from Intermediary Notice of Assignment of Contract of Sale For Relinquished Property in accordance with the forms as set forth in Exhibit G annexed hereto and to render its performance of all of its obligations to Intermediarymade a part hereof. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor Buyer makes no warranty whatsoever with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event qualification of the breach of any representations, warranties, covenants, obligations transaction for tax deferred exchange treatment under Section 1031 and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnityBuyer shall have no responsibility, obligation or undertaking is express or implied), Purchaserliability with respect to the tax consequences to Seller. Buyer's exclusive recourse expenses with respect to the conveyance of the Properties shall be against limited to the expenses as set forth in this Contract (although Buyer shall be responsible for its own attorneys' fees and expenses). The covenants and obligations contained in this Paragraph shall survive the Closing. Notwithstanding the foregoing, Seller agrees that the Deed conveying title to the Property from Seller to Buyer shall be executed and Purchaser shall have no recourse of any type against the Intermediary arising from this transactiondelivered directly by Seller in accordance with subparagraph 9(a)(i) herein above.

Tax Deferred Exchange. In the event Buyer so elects, Seller may desire agrees to dispose of the Property through cooperate with Buyer in effectuating a tax tax-deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Internal Revenue Code of 1986, as amended, including all regulations promulgated thereunder (the “Code”). Purchaser Buyer shall cooperate have the right to elect a tax-deferred exchange by giving Seller notice of such election (including the name of the proposed qualified intermediary and drafts of any proposed exchange documents) prior to the Contingency Date. If Buyer so elects to effectuate a tax-deferred exchange, Seller agrees to execute such escrow instructions, documents, agreements, or instruments to effectuate an exchange as Seller may reasonably request, it being understood that Seller shall not be required to incur any additional costs, expenses, fees or liabilities, not reimbursed or indemnified by Buyer, as a result of or connected with an exchange. In no event shall Seller be required to acquire title to other real property as a consequence of Buyer’s election to effectuate an exchange. Buyer may assign its rights and delegate its duties under this Agreement, in attempting whole or in part to a “qualified intermediary,” as defined under the Code, in order to effectuate such exchange, includingand thereafter such assignee will exercise and perform Buyer’s rights and duties under this Agreement; provided, but not limited to, the execution of such documentation as may be reasonably necessary that Buyer shall remain liable and responsible to effect such exchange, provided that (i) Purchaser shall not incur any additional liability in connection with an exchange Seller for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely prompt performance by Intermediary of each those rights and every one of the representationsduties, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, provided further that Seller shall be treated as have the right to reasonably approve or disapprove of a primary obligor “qualified intermediary,” including the right to disapprove of any proposed qualified intermediary with respect to these representations, warranties, covenants, indemnities, obligations whom Seller has a conflict of interest. Buyer shall indemnify and undertakings, and, in the event of breach, Purchaser may proceed directly hold Seller and its Affiliates harmless from and against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had all Claims made or incurred resulting from Buyer’s participation in any exchange undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directlypursuant to this Paragraph. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.[Signatures on following page]

Tax Deferred Exchange. Seller may desire to dispose The parties acknowledge that the conveyance of the Property through to Purchaser may be structured by Seller as a tax deferred like-kind exchange which qualifies for non-recognition of gain under pursuant to Section 1031 of the Internal Revenue Code (the “Code”). Purchaser shall agrees to cooperate with Seller in attempting to effectuate effecting such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such like-kind exchange, provided that (i) Purchaser Seller shall bear all of the expenses associated therewith, and provided further that Seller’s ability to undertake any such exchange shall not incur in any additional liability in connection with an exchange for the benefit manner be considered a condition of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property), (iii) the date of Closing shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller’s obligations under this Agreement. Purchaser and Seller further agree It is contemplated that Seller may substitute an intermediary ("Intermediary"assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and, notwithstanding any other provision hereof, Purchaser expressly consents to act in place of Seller as the seller of the Propertysuch assignment. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, andAccordingly, in the event of breachsuch assignment, Purchaser may proceed shall, upon notice from Seller, direct Purchaser’s payment for the Property directly against Seller on this guarantee without to the need qualified intermediary and shall to join Intermediary the extent of the assignment, treat the qualified intermediary as a party the valid assignee hereof. Notwithstanding anything contained herein, Purchaser shall not be required to acquire or hold legal or beneficial title to, or any action against Seller. Seller unconditionally waives other interest, in any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directlyproperty other than the Property for purposes of consummating the exchange. In the event of any exchange, and notwithstanding that in connection with such exchange record title to the breach of any representationsProperty may be conveyed by Seller to an accommodation entity which thereupon conveys title to the Property to Purchaser, warranties, all covenants, obligations agreements and undertakings indemnifications of Seller pursuant to this Agreement shall be deemed to be made by Seller, shall survive any conveyance to an accommodation party, shall continue in favor of and inure to the benefit of Purchaser and shall be enforceable by Purchaser against Seller to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or Intermediary modify any of Seller’s obligations or any of Purchaser’s rights or remedies hereunder. Purchaser will have no liability to Seller under or in connection with the exchange, including in the event the exchange is not consummated, or in the event Seller does not achieve the desired tax treatment. Seller acknowledges that Purchaser may, at Purchaser’s option, include Purchaser’s purchase of the Property in a like-kind exchange under the Code. Seller shall reasonably cooperate with Purchaser and shall execute any claim upon any indemnity of Seller or Intermediary (whether documents reasonably required to permit Purchaser to effect such a like-kind exchange pursuant to the representationCode, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse provided there shall be against no additional cost to Seller. Purchaser acknowledges that Seller may, at Seller’s option, include Seller’s sale of the Property in a like-kind exchange under the Code. Purchaser shall reasonably cooperate with Seller and Purchaser shall have execute any documents reasonably required to permit Seller to effect such a like-kind exchange pursuant to the Code, provided there shall be no recourse of any type against the Intermediary arising from this transactionadditional cost to Purchaser.

Tax Deferred Exchange. At its option, Seller may desire assign its rights to dispose of sell the Property through pursuant to this Contract to a tax deferred exchange Qualified Intermediary Trustee or Escrow Agent as those terms are defined in Treasury Regulations ss.1 .1031 (k)- l or successor provisions (collectively, the "Qualified Intermediary") for the purpose of conveying the Property pursuant to a transaction which qualifies for non-recognition as an Exchange of gain under Property pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). Purchaser shall If Seller assigns its rights to sell the Property pursuant to this Contract to the Qualified Intermediary and Seller provides written notice of such assignment to Buyer on or prior to the date of the Closing, Buyer agrees to fully cooperate with Seller and with the Qualified Intermediary and to take all reasonable actions requested by the Qualified Intermediary or by Seller to assist Seller and the Qualified Intermediary in attempting satisfying the requirements of Section 1031 of the Code, including satisfying any of Buyer's obligations under this Contract directly to effectuate such exchange, including, but not limited tothe Qualified Intermediary. If Seller assigns its right to sell the Property pursuant to this Contract to the Qualified Intermediary, the execution Qualified Intermediary will direct Seller to convey the Property to Buyer on the date of Closing in accordance with the terms of this Contract. Simultaneously with the conveyance of the Property to the Buyer, Buyer shall pay the Purchase Price to the Qualified Intermediary. Buyer understands and acknowledges that a material inducement to Seller's entry into this Contract is Seller's right to structure this transaction so as to qualify the same as an Exchange of Property in compliance with the provisions of Section 1031 of the Code, and agrees that this Contract shall be interpreted, construed and applied in such documentation a manner as may be reasonably necessary to effect such exchange, provided that (i) Purchaser qualify the transactions contemplated herein as an Exchange of Property in compliance with the provisions of Section 1031 of the Code. Buyer makes no representations and gives no warranties with respect to the tax effects of the proposed exchange transactions. Seller shall reimburse Buyer for any closing costs incurred by Buyer as a result of any exchange transaction arranged by Seller which Buyer would have otherwise not incur any additional liability in connection with an exchange incurred but for the benefit Seller's structuring of the transaction as an exchange. Additionally, notwithstanding Seller's assignment of this Contract to a Qualified Intermediary, (ii) Purchaser Seller shall not be obligated remain fully liable to Buyer for the performance of all indemnities and other obligations hereunder and under no circumstances shall Buyer take title to any real replacement property (other than the Property), (iii) the date of Closing for Seller and Seller shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable contractually obligate itself or Buyer to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactiondo so.

Tax Deferred Exchange. At its option, Seller may desire assign its rights to dispose of sell the Property through pursuant to this Contract to a tax deferred exchange Qualified Intermediary Trustee or Escrow Agent as those terms are defined in Treasury Regulations ss.1.1031(k)-1 or successor provisions (collectively, the "Qualified Intermediary") for the purpose of conveying the Property pursuant to a transaction which qualifies for non-recognition as an Exchange of gain under Property pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). Purchaser shall If Seller assigns its rights to sell the Property pursuant to this Contract to the Qualified Intermediary and Seller provides written notice of such assignment to Buyer on or prior to the date of the Closing, Buyer agrees to fully cooperate with Seller and with the Qualified Intermediary and to take all reasonable actions requested by the Qualified Intermediary or by Seller to assist Seller and the Qualified Intermediary in attempting satisfying the requirements of Section 1031 of the Code, including satisfying any of Buyer's obligations under this Contract directly to effectuate such exchange, including, but not limited tothe Qualified Intermediary. If Seller assigns its right to sell the Property pursuant to this Contract to the Qualified Intermediary, the execution Qualified Intermediary will direct Seller to convey the Property to Buyer on the date of Closing in accordance with the terms of this Contract. Simultaneously with the conveyance of the Property to the Buyer, Buyer shall pay the Purchase Price to the Qualified Intermediary. Buyer understands and acknowledges that a material inducement to Seller's entry into this Contract is Seller's right to structure this transaction so as to qualify the same as an Exchange of Property in compliance with the provisions of Section 1031 of the Code, and agrees that this Contract shall be interpreted, construed and applied in such documentation a manner as may be reasonably necessary to effect such exchange, provided that (i) Purchaser qualify the transactions contemplated herein as an Exchange of Property in compliance with the provisions of Section 1031 of the Code. Buyer makes no representations and gives no warranties with respect to the tax effects of the proposed exchange transactions. Seller shall reimburse Buyer for any closing costs incurred by Buyer as a result of any exchange transaction arranged by Seller which Buyer would have otherwise not incur any additional liability in connection with an exchange incurred but for the benefit Seller's structuring of the transaction as an exchange. Additionally, notwithstanding Seller's assignment of this Contract to a Qualified Intermediary, (ii) Purchaser Seller shall not be obligated remain fully liable to Buyer for the performance of all indemnities and other obligations hereunder and under no circumstances shall Buyer take title to any real replacement property (other than the Property), (iii) the date of Closing for Seller and Seller shall not be extended as a result of the exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable contractually obligate itself or Buyer to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactiondo so.

Tax Deferred Exchange. (a) Seller may desire has advised Buyer of its intention to dispose of the Property through a effect tax deferred exchange which qualifies for non-recognition of gain under exchanges pursuant to Section 1031 of the Internal Revenue CodeCode in connection with the sale of the Interests in one or more of the Companies. Purchaser shall Seller may assign all or part of its rights under this Agreement to a Qualified Intermediary of Seller's choice for the purpose of completing such exchanges. Buyer agrees to cooperate with Seller in attempting and Qualified Intermediary with respect to such exchange and agrees to execute all documentation required to effectuate such exchange; provided, includinghowever, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that that: (ia) Purchaser Buyer shall not incur any additional liability in connection with an exchange for the benefit or costs as a consequence of Seller, 's exchange activities; (iib) Purchaser Buyer shall not be obligated to take title delay, or agree to any real property (other than the Property)delay of, (iii) the date of Closing shall not be extended as a result of the exchange, without PurchaserSeller's prior written consent, contemplated exchange activities; and (ivc) Seller shall indemnify and hold Buyer harmless from any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Property. The Intermediary shall be desig nated in writing by Seller. Upon identification of Interme diary, Intermediary shall be substituted for Seller as the seller of the Property. Purchaser agrees to accept the Property and all other required performance from Intermediary and liability, claims, losses or actions which Buyer incurs or to render its performance of all of its obligations to Intermediary. Purchaser agrees that performance by Intermediary will which Buyer may be treated as performance by Seller. Seller shall unconditionally guarantee the full and timely performance by Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, Seller shall be treated exposed as a primary obligor result of Buyer's participation in the contemplated exchange. Buyer makes no warranty whatsoever with respect to these representationsthe qualification of the transaction for tax deferred exchange treatment under Section 1031 and Buyer shall have no responsibility, warranties, covenants, indemnities, obligations and undertakings, and, in obligation or liability with respect to the event of breach, Purchaser may proceed directly against Seller on this guarantee without the need tax consequences to join Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might have as guarantor that it would This Agreement is not have if it had made subject to or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings directlycontingent upon Seller's ability to effectuate a contemplated exchange. In the event any exchange contemplated by Seller should fail to occur, for whatever reason, the sale of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or Interests shall nonetheless be consummated as otherwise provided in the event of any claim upon any indemnity of Seller or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transactionAgreement.