10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission File Number: 1-13820

SOVRAN SELF STORAGE, INC.

(Exact name of Registrant as specified in its charter)

Maryland	16-1194043
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

6467 Main Street

Williamsville, NY 14221

(Address of principal executive offices) (Zip code)

(716) 633-1850

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Securities	Exchanges on which Registered
Common Stock, $.01 Par Value	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of June 30, 2013, 31,416,052 shares of Common Stock, $.01 par value per share, were outstanding, and the aggregate market value of the Common Stock held by non-affiliates was approximately $1,991,498,499 (based on the closing price of the Common Stock on the New York Stock Exchange on June 28, 2013).

As of February 14, 2014, 32,579,552 shares of Common Stock, $.01 par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2014 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2013.

TABLE OF CONTENTS

Part I
Item 1.	Business	3
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	16
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	37
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	63
Item 9A.	Controls and Procedures	63
Item 9B.	Other Information	65
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
Item 14.	Principal Accountant Fees and Services	65
Part IV
Item 15.	Exhibits, Financial Statement Schedules	65
SIGNATURES		70
EX-10.18
EX-10.19
EX-10.20
EX-10.21
EX-12.1
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-101

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Part I

When used in this discussion and elsewhere in this document, the words “intends,” “believes,” “expects,” “anticipates,” and similar expressions are intended to identify “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933 and in Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the effect of competition from new self-storage facilities, which would cause rents and occupancy rates to decline; the Company’s ability to evaluate, finance and integrate acquired businesses into the Company’s existing business and operations; the Company’s ability to effectively compete in the industry in which it does business; the Company’s existing indebtedness may mature in an unfavorable credit environment, preventing refinancing or forcing refinancing of the indebtedness on terms that are not as favorable as the existing terms; interest rates may fluctuate, impacting costs associated with the Company’s outstanding floating rate debt; the Company’s ability to comply with debt covenants; any future ratings on the Company’s debt instruments; regional concentration of the Company’s business may subject it to economic downturns in the states of Florida and Texas; the Company’s reliance on its call center; the Company’s cash flow may be insufficient to meet required payments of operating expenses, principal, interest and dividends; and tax law changes that may change the taxability of future income.

Item 1. Business

Sovran Self Storage, Inc. together with its direct and indirect subsidiaries and its consolidated joint ventures, to the extent appropriate in the applicable context, (the “Company,” “We,” “Our,” or “Sovran”) is a self-administered and self-managed real estate investment trust (“REIT”) that acquires, owns and manages self-storage properties. We refer to the self-storage properties in which we have an ownership interest, lease, and/or are managed by us as “Properties.” We began operations on June 26, 1995. We were formed to continue the business of our predecessor company, which had engaged in the self-storage business since 1985. At December 31, 2013, we held ownership interests in, leased, and/or managed 478 Properties consisting of approximately 32.4 million net rentable square feet, situated in 25 states. Among our 478 self-storage properties are 25 properties that we manage for an unconsolidated joint venture of which we are a 20% owner, 30 properties that we manage for an unconsolidated joint venture of which we are a 15% owner, and 22 properties that we manage and in which have no ownership interest, and four properties we lease. We believe we are the fifth largest operator of self-storage properties in the United States based on square feet owned and managed. Our Properties conduct business under the user-friendly name Uncle Bob’s Self-Storage^®.

We own an indirect interest in 452 of the Properties through a limited partnership (the “Partnership”). Included in the 452 properties are the 55 facilities in our unconsolidated joint ventures. The Partnership also leases, but has no ownership in, four facilities under a long-term lease with the option to buy the facilities during a 16 month window starting in February 2015. In total, we own a 99.4% economic interest in the Partnership and unaffiliated third parties own collectively a 0.6% limited partnership interest at December 31, 2013. We believe that this structure, commonly known as an umbrella partnership real estate investment trust (“UPREIT”), facilitates our ability to acquire properties by using units of the Partnership as currency. By utilizing interests in the Partnership as currency in facility acquisitions, we may partially defer the seller’s income tax liability which in turn may allow us to obtain more favorable pricing.

We were incorporated on April 19, 1995 under Maryland law. Our principal executive offices are located at 6467 Main Street, Williamsville, New York 14221, our telephone number is (716) 633-1850 and our web site is www.unclebobs.com.

We seek to enhance shareholder value through internal growth and acquisition of additional storage properties. Internal growth is achieved through aggressive property management: optimizing rental rates, increasing occupancy levels, controlling costs, maximizing collections, and strategically expanding and improving the Properties. Should economic conditions warrant, we may develop new properties. We believe that there continue to

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be opportunities for growth through acquisitions, and constantly seek to acquire self-storage properties that are susceptible to realization of increased economies of scale and enhanced performance through application of our expertise.

Industry Overview

We believe that self-storage facilities offer inexpensive storage space to residential and commercial users. In addition to fully enclosed and secure storage space, many facilities also offer outside storage for automobiles, recreational vehicles and boats. Better facilities, such as those owned and/or managed by the Company, are usually fenced and well lighted with automated access systems, surveillance cameras, and have a full-time manager. Our customers rent space on a month-to-month basis and typically have access to their storage space up to 15 hours a day and in certain circumstances are provided with 24-hour access. Individual storage spaces are secured by the customer’s lock, and the customer has sole control of access to the space.

According to the 2014 Self-Storage Almanac, of the approximately 52,000 facilities in the United States, approximately 11% are managed by the ten largest operators. The remainder of the industry is characterized by numerous small, local operators. The scarcity of capital available to small operators for acquisitions and expansions, internet marketing, and call centers, and the potential for savings through economies of scale are factors that are leading to consolidation in the industry. We believe that, as a result of this trend, significant growth opportunities exist for operators with proven management systems and sufficient capital resources to grow either through acquisitions or third party management platforms.

Property Management

We have over 28 years experience managing self storage facilities and the combined experience of our key personnel has made us one of the leaders in the industry. All of our stores operate under the user-friendly name of Uncle Bob’s Self Storage^®, and we employ the following strategies with respect to our property management:

Our People:

We recognize the importance of quality people to the success of an organization. Our store personnel are held to high standards for customer service, store appearance, financial performance, and overall operations. They are supported with state of the art training tools including an online learning management system, and a company intranet, and an extensive network of certified training personnel. Every store team also has frequent, and sometimes daily, interaction with an Area Manager, a Regional Vice President, an Accounting Representative, and other support personnel.

Training & Development:

Our employees benefit from a wide array of training and development opportunities. New store employees undergo a comprehensive, proprietary training program designed to drive sales and operational results while ensuring the delivery of quality customer service. To supplement their initial training, employees enjoy continuing edification, coaching, and performance feedback throughout their tenure.

All learning and development activities are facilitated through our online Learning and Performance Management System internally named eBOB. eBOB delivers and tracks hundreds of on-demand computer based training and compliance courses; it also administers tests, surveys, and the employee appraisal process. Sovran’s training and development program encompasses the tools and support we deem essential to the success of our employees and business.

Marketing and Advertising:

We believe the avenues for attracting and capturing new customers have changed dramatically over the years. As such, we have implemented the following strategies to market our properties and increase profitability:

• We employ a Customer Care Center (call center) that services over 31,000 rental inquiries per month. Our highly skilled Sales Representatives answer incoming sales calls for all of our stores, 361 days a year. The team undertakes continuous training in effective storage sales techniques, which we believe results in higher conversions of inquiries to rentals.

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• The once predominant advertising vehicle - yellow pages - has lost favor to a wide range of other opportunities. Our aggressive internet marketing and websites provide customers with real-time pricing, online reservations, online payments, and support for mobile devices. Our advertising and marketing strategies employ a mix of web media to ensure the Uncle Bob’s name is found wherever customers search for storage.

• We believe we were the first self storage operator to develop a Mobile App that allows potential customers to search for and reserve a storage space electronically or connect directly to a Customer Care Rep with a touch of the screen. Further, the App allows existing customers to manage their account and pay their rent via smart phone.

• Since the need for storage is largely based on timing, the ultimate goal is to create as much positive brand recognition as possible. When the time comes for a customer to select a storage company, we want the Uncle Bob’s brand to be on the top of their mind. That said, we employ a variety of different strategies to create brand awareness including our Uncle Bob’s rental trucks, branded merchandise such as moving and packing supplies, and extensive regional marketing in the communities in which we operate. We strive to gain the most exposure as possible for the longest period of time.

• Dri-guard humidity-controlled spaces are a premium storage feature intended to protect metal, electronics, furniture, fabrics and paper from moisture. We became the first self-storage operator to utilize this humidity protection technology and we believe it helps to differentiate us from other operators.

• We also have a fleet of rental trucks that serve as an added incentive to choose our storage facilities. The truck rental charge is waived for new move-in customers and we believe it provides a valuable service and added incentive to choose us. Further, the prominent display of our logo turns each truck into a moving billboard.

Ancillary Income:

We know that our 250,000 customers require more than just a storage space. With that in mind, we offer a wide range of other products and services that fulfill their needs while providing us ancillary income. Whereas our Uncle Bob’s trucks are available with no rental charge for new move-in customers, they are available for rent to non-customers and existing customers. We also rent moving dollies and blankets, and we carry a wide assortment of moving and packing supplies including boxes, tape, locks, and other essential items. For those customers who do not carry storage insurance, we make available renters insurance through a third party carrier, on which we earn a commission. We also earn incidental income from billboards and cell towers.

Information Systems:

Each of our primary business functions are linked through our customized computer applications. This system provides for a consistent, timely and accurate flow of information.

• It performs the functions necessary for our store personnel to efficiently and effectively run their property. This includes customer account management, automatic imposition of late fees, move-in and move-out analysis, generation of essential legal notices, and marketing reports to aid in regional marketing efforts.

• It is linked with each of our primary sales channels (customer care center, web, store) allowing for real time access to space type and inventory, pricing, promotions, and other pertinent store information. This robust flow of information facilitates our commitment to capturing prospective customers from all channels.

• It provides our revenue management team with raw data on historical pricing, move-in and move-out activity, specials and occupancies, etc. This data is then utilized in the various algorithms that form the foundation of our revenue management program.

• It generates financial reports for each property that provide our accounting and audit departments with the necessary oversight of transactions; this allows us to maintain proper control of receipts.

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Revenue Management:

Our proprietary revenue management system is constantly evolving through the efforts of our revenue management group and our arrangement with Veritec Solutions. We have the ability to change pricing instantaneously for any one unit type, at any single location, based on occupancy, competition, and forecasted changes in demand. By analyzing current customer rent tenures, we are able to implement rental rate increases at optimal times to increase revenues. Advanced pricing analytics enable us to reduce the amount of concessions, attracting a more stable customer base and discouraging short term price shoppers. We believe this will lead to revenue growth.

Property Maintenance:

We take great pride in the appearance and structural integrity of our Properties. All of our Properties go through a thorough annual inspection performed by experienced Project Managers. Those inspections provide the basis for short and long term planned projects which are all performed under a standardized set of specifications. Routine maintenance such as landscaping, pest control, etc. is contracted through local providers who have a clear understanding of our standards. As with many other aspects of our Company, our size has allowed us to enjoy relatively low maintenance costs because we have the benefit of economies of scale in purchasing, travel, and overhead absorption. Further, we continually look to green alternatives and implement energy saving alternatives as new technology becomes available. Most recently we have begun installation of solar panels and LED lighting which are both environmentally friendly and have the potential to substantially reduce energy consumption (thereby reducing costs) in the buildings in which they are installed.

Environmental and Other Regulations

We are subject to federal, state, and local environmental regulations that apply generally to the ownership of real property. We have not received notice from any governmental authority or private party of any material environmental noncompliance, claim, or liability in connection with any of the Properties, and are not aware of any environmental condition with respect to any of the Properties that could have a material adverse effect on our financial condition or results of operations.

The Properties are also generally subject to the same types of local regulations governing other real property, including zoning ordinances. We believe that the Properties are in substantial compliance with all such regulations.

Insurance

Each of the Properties is covered by fire and property insurance (including comprehensive liability), and all-risk property insurance policies, which are provided by reputable companies and on commercially reasonable terms. In addition, we maintain a policy insuring against environmental liabilities resulting from tenant storage on terms customary for the industry, and title insurance insuring fee title to the Company-owned Properties in an amount that we believe to be adequate.

Federal Income Tax

We operate, and intend to continue to operate, in such a manner as to continue to qualify as a REIT under the Internal Revenue Code of 1986 (the “Code”), but no assurance can be given that we will at all times so qualify. To the extent that we continue to qualify as a REIT, we will not be taxed, with certain limited exceptions, on the taxable income that is distributed to our shareholders. We have elected to treat one of our subsidiaries as a taxable REIT subsidiary. In general, our taxable REIT subsidiary may perform additional services for customers and generally may engage in certain real estate or non-real estate related business. Our taxable REIT subsidiary is subject to corporate federal and state income taxes. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - REIT Qualification and Distribution Requirements.”

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Competition

The primary factors upon which competition in the self-storage industry is based are location, rental rates, suitability of the property’s design to prospective customers’ needs, and the manner in which the property is operated and marketed. We believe we compete successfully on these bases. The extent of competition depends significantly on local market conditions. We seek to locate facilities in a manner in which we can increase market share while not adversely affecting any of our existing locations in that market. However, the number of self-storage facilities in a particular area could have a material adverse effect on the performance of any of the Properties.

Several of our competitors are larger and have substantially greater financial resources than we do. These larger operators may, among other possible advantages, be capable of greater leverage and the payment of higher prices for acquisitions.

Investment Policy

While we emphasize equity real estate investments, we may, at our discretion, invest in mortgage and other real estate interests related to self-storage properties in a manner consistent with our qualification as a REIT. We may also retain a purchase money mortgage for a portion of the sale price in connection with the disposition of Properties from time to time. Should investment opportunities become available, we may look to acquire self-storage properties via a joint-venture partnership or similar entity. We may or may not elect to have a significant investment in such a venture, but would use such an opportunity to expand our portfolio of branded and managed properties.

Subject to the percentage of ownership limitations and gross income tests necessary for REIT qualification, we also may invest in securities of entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.

Disposition Policy

Any disposition decision of our Properties is based on a variety of factors, including, but not limited to, the (i) potential to continue to increase cash flow and value, (ii) sale price, (iii) strategic fit with the rest of our portfolio, (iv) potential for, or existence of, environmental or regulatory issues, (v) alternative uses of capital, and (vi) maintaining qualification as a REIT.

During 2013, we sold four non-strategic storage facilities in Florida, Ohio, and Virginia for net proceeds of approximately $11.7 million resulting in a gain of approximately $2.4 million. During 2012, we sold 17 non-strategic storage facilities in Maryland, Michigan, and Texas for net proceeds of approximately $47.7 million resulting in a gain of approximately $4.5 million. Although we sold no stores in 2011, during 2010 we sold ten non-strategic storage facilities located in Georgia, Michigan, North Carolina and Virginia for net cash proceeds of $23.7 million resulting in a gain of $6.9 million.

Distribution Policy

We intend to pay regular quarterly distributions to our shareholders. However, future distributions by us will be at the discretion of the Board of Directors and will depend on the actual cash available for distribution, our financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. In order to maintain our qualification as a REIT, we must make annual distributions to shareholders of at least 90% of our REIT taxable income (which does not include capital gains). Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet the minimum requirements.

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Financing Policy

Our Board of Directors currently limits the amount of debt that may be incurred by us to less than 50% of the sum of the market value of our issued and outstanding Common and Preferred Stock plus our debt. We, however, may from time to time re-evaluate and modify our borrowing policy in light of then current economic conditions, relative costs of debt and equity capital, market values of properties, growth and acquisition opportunities and other factors. In addition to our Board of Directors’ debt limits, our most restrictive debt covenants limit our leverage. However, we believe cash flow from operations, access to the capital markets and access to our credit facility, as described below, are adequate to execute our current business plan and remain in compliance with our debt covenants.

We have a $175 million (expandable to $250 million) revolving line of credit bearing interest at a variable rate equal to LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin was 1.5%). At December 31, 2013, there was $125.3 million available on the unsecured line of credit without considering the additional availability under the expansion feature. The revolving line of credit has a maturity date of June 2018, but can be extended for 2 one year periods at the Company’s option with the payment of an extension fee equal to 0.125% of the total line of credit commitment.

In 2013, the Company utilized a continuous equity offering program (“Equity Program”) pursuant to which we could sell from time to time up to $175 million in aggregate offering price of shares of our common stock. During 2013, we issued approximately 1.67 million shares under the Equity Program for net proceeds of approximately $107.8 million. During 2012 we issued approximately 1.39 million shares under our previous Equity Program for net proceeds of approximately $75.3 million. During 2011 we issued 1.17 million shares under the previous Equity Program for net proceeds of approximately $46.4 million. The Company has $65.5 million availability for issuance of shares under the current Equity Program. The Company may enter into another continuous equity offering program in 2014.

To the extent that we desire to obtain additional capital to pay distributions, to provide working capital, to pay existing indebtedness or to finance acquisitions, expansions or development of new properties, we may utilize amounts available under the line of credit, common or preferred stock offerings, floating or fixed rate debt financing, retention of cash flow (subject to satisfying our distribution requirements under the REIT rules) or a combination of these methods. Additional debt financing may also be obtained through mortgages on our Properties, which may be recourse, non-recourse, or cross-collateralized and may contain cross-default provisions. We have not established any limit on the number or amount of mortgages that may be placed on any single Property or on our portfolio as a whole, although certain of our existing term loans contain limits on overall mortgage indebtedness. For additional information regarding borrowings, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and Note 7 to the Consolidated Financial Statements filed herewith.

Employees

We currently employ a total of 1,268 employees, including 478 property managers, 32 area managers, and 574 associate managers and part-time employees. At our headquarters, in addition to our six senior executive officers, we employ 178 people engaged in various support activities, including accounting, human resources, customer care, and management information systems. None of our employees are covered by a collective bargaining agreement. We consider our employee relations to be excellent.

Available Information

We file with the U.S. Securities and Exchange Commission quarterly and annual reports on Forms 10-Q and 10-K, respectively, current reports on Form 8-K, and proxy statements pursuant to the Securities Exchange Act of 1934, in addition to other information as required. The public may read and copy any materials that we file with

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the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330. We file this information with the SEC electronically, and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on our web site at http://www.unclebobs.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. In addition, our codes of ethics and Charters of our Governance Committee, Audit Committee, and Compensation Committee are available free of charge on our website at http://www.unclebobs.com.

Also, copies of our annual report and Charters of our Governance Committee, Audit Committee, and Compensation Committee will be made available, free of charge, upon written request to Sovran Self Storage, Inc., Attn: Investor Relations, 6467 Main Street, Williamsville, NY 14221.

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Item 1A. Risk Factors

You should carefully consider the risks described below, together with all of the other information included in or incorporated by reference into our Form 10-K, as part of your evaluation of the Company. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our securities could decline, and you may lose all or part of your investment.

Our Acquisitions May Not Perform as Anticipated

We have completed many acquisitions of self-storage facilities since our initial public offering of common stock in June 1995. Our strategy is to continue to grow by acquiring additional self-storage facilities. Acquisitions entail risks that investments will fail to perform in accordance with our expectations. Our judgments with respect to the prices paid for acquired self-storage facilities and the costs of any improvements required to bring an acquired property up to our standards may prove to be inaccurate. Acquisitions also involve general investment risks associated with any new real estate investment.

We May Incur Problems with Our Real Estate Financing

Unsecured Credit Facility and Term Notes. We have a line of credit and term note agreements with a syndicate of financial institutions and other lenders. This unsecured credit facility and the term notes are recourse to us and the required payments are not reduced if the economic performance of any of the properties declines. The unsecured credit facility limits our ability to make distributions to our shareholders, except in limited circumstances.

Rising Interest Rates. Indebtedness that we incur under the unsecured credit facility and bank term notes bears interest at a variable rate. Accordingly, increases in interest rates could increase our interest expense, which would reduce our cash available for distribution and our ability to pay expected distributions to our shareholders. We manage our exposure to rising interest rates using interest rate swaps and other available mechanisms. If the amount of our indebtedness bearing interest at a variable rate increases, our unsecured credit facility may require us to enter into additional interest rate swaps.

Refinancing May Not Be Available. It may be necessary for us to refinance our term notes and our unsecured credit facility through additional debt financing or equity offerings. If we were unable to refinance this indebtedness on acceptable terms, we might be forced to dispose of some of our self-storage facilities upon disadvantageous terms, which might result in losses to us and might adversely affect the cash available for distribution. If prevailing interest rates or other factors at the time of refinancing result in higher interest rates on refinancings, our interest expense would increase, which would adversely affect our cash available for distribution and our ability to pay expected distributions to shareholders.

Covenants and Risk of Default. Our unsecured credit facility and term notes require us to operate within certain covenants, including financial covenants with respect to leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness and dividend limitations. If we violate any of these covenants or otherwise default under our unsecured credit facility or term notes, then our lenders could declare all indebtedness under these facilities to be immediately due and payable which would have a material adverse effect on our business and could require us to sell self-storage facilities under distress conditions and seek replacement financing on substantially more expensive terms.

Reduction in or Loss of Credit Rating. Certain of our debt instruments require us to maintain an investment grade rating from at least one and in some cases two debt ratings agencies. Should we fail to attain an investment grade rating from the agencies, the interest rate on our line of credit and $325 million of our bank term notes would increase by 0.25%, and the rate on our $150 million term note due 2016 and our $100 million term note due 2021 would increase by 1.750%.

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Our Debt Levels May Increase

Our Board of Directors currently has a policy of limiting the amount of our debt at the time of incurrence to less than 50% of the sum of the market value of our issued and outstanding common stock and preferred stock plus the amount of our debt at the time that debt is incurred. However, our organizational documents do not contain any limitation on the amount of indebtedness we might incur. Accordingly, our Board of Directors could alter or eliminate the current policy limitation on borrowing without a vote of our shareholders. We could become highly leveraged if this policy were changed. However, our ability to incur debt is limited by covenants in our bank credit arrangements.

We Are Subject to the Risks Posed by Fluctuating Demand and Significant Competition in the Self-Storage Industry

Our self-storage facilities are subject to all operating risks common to the self-storage industry. These risks include but are not limited to the following:

• Decreases in demand for rental spaces in a particular locale;

• Changes in supply of similar or competing self-storage facilities in an area;

• Changes in market rental rates; and

• Inability to collect rents from customers.

Our current strategy is to acquire interests only in self-storage facilities. Consequently, we are subject to risks inherent in investments in a single industry. Our self-storage facilities compete with other self-storage facilities in their geographic markets. As a result of competition, the self-storage facilities could experience a decrease in occupancy levels and rental rates, which would decrease our cash available for distribution. We compete in operations and for acquisition opportunities with companies that have substantial financial resources. Competition may reduce the number of suitable acquisition opportunities offered to us and increase the bargaining power of property owners seeking to sell. The self-storage industry has at times experienced overbuilding in response to perceived increases in demand. A recurrence of overbuilding might cause us to experience a decrease in occupancy levels, limit our ability to increase rents, and compel us to offer discounted rents.

Our Real Estate Investments Are Illiquid and Are Subject to Uninsurable Risks and Government Regulation

General Risks. Our investments are subject to varying degrees of risk generally related to the ownership of real property. The underlying value of our real estate investments and our income and ability to make distributions to our shareholders are dependent upon our ability to operate the self-storage facilities in a manner sufficient to maintain or increase cash available for distribution. Income from our self-storage facilities may be adversely affected by the following factors:

• Changes in national economic conditions;

• Changes in general or local economic conditions and neighborhood characteristics;

• Competition from other self-storage facilities;

• Changes in interest rates and in the availability, cost and terms of financing;

• The impact of present or future environmental legislation and compliance with environmental laws;

• The ongoing need for capital improvements, particularly in older facilities;

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• Changes in real estate tax rates and other operating expenses;

• Adverse changes in governmental rules and fiscal policies;

• Uninsured losses resulting from casualties associated with civil unrest, acts of God, including natural disasters, and acts of war;

• Adverse changes in zoning laws; and

• Other factors that are beyond our control.

Illiquidity of Real Estate May Limit its Value. Real estate investments are relatively illiquid. Our ability to vary our portfolio of self-storage facilities in response to changes in economic and other conditions is limited. In addition, provisions of the Code may limit our ability to profit on the sale of self-storage facilities held for fewer than two years. We may be unable to dispose of a facility when we find disposition advantageous or necessary and the sale price of any disposition may not equal or exceed the amount of our investment.

Uninsured and Underinsured Losses Could Reduce the Value of our Self Storage Facilities. Some losses, generally of a catastrophic nature, that we potentially face with respect to our self-storage facilities may be uninsurable or not insurable at an acceptable cost. Our management uses its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to acquiring appropriate insurance on our investments at a reasonable cost and on suitable terms. These decisions may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Under those circumstances, the insurance proceeds received by us might not be adequate to restore our economic position with respect to a particular property.

Possible Liability Relating to Environmental Matters. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under, or in that property. Those laws often impose liability even if the owner or operator did not cause or know of the presence of hazardous or toxic substances and even if the storage of those substances was in violation of a customer’s lease. In addition, the presence of hazardous or toxic substances, or the failure of the owner to address their presence on the property, may adversely affect the owner’s ability to borrow using that real property as collateral. In connection with the ownership of the self-storage facilities, we may be potentially liable for any of those costs.

Americans with Disabilities Act. The Americans with Disabilities Act of 1990, or ADA, generally requires that buildings be made accessible to persons with disabilities. A determination that we are not in compliance with the ADA could result in imposition of fines or an award of damages to private litigants. If we were required to make modifications to comply with the ADA, our results of operations and ability to make expected distributions to our shareholders could be adversely affected.

There Are Limitations on the Ability to Change Control of Sovran

Limitation on Ownership and Transfer of Shares. To maintain our qualification as a REIT, not more than 50% in value of our outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals, as defined in the Code. To limit the possibility that we will fail to qualify as a REIT under this test, our Amended and Restated Articles of Incorporation include ownership limits and transfer restrictions on shares of our stock. Our Articles of Incorporation limit ownership of our issued and outstanding stock by any single shareholder to 9.8% of the aggregate value of our outstanding stock, except that the ownership by some of our shareholders is limited to 15%.

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These ownership limits may:

• Have the effect of precluding an acquisition of control of Sovran by a third party without consent of our Board of Directors even if the change in control would be in the interest of shareholders; and

• Limit the opportunity for shareholders to receive a premium for shares of our common stock they hold that might otherwise exist if an investor were attempting to assemble a block of common stock in excess of 9.8% or 15%, as the case may be, of the outstanding shares of our stock or to otherwise effect a change in control of Sovran.

Our Board of Directors may waive the ownership limits if it is satisfied that ownership by those shareholders in excess of those limits will not jeopardize our status as a REIT under the Code or in the event it determines that it is no longer in our best interests to be a REIT. Waivers have been granted to the former holders of our Series C preferred stock, FMR Corporation, Cohen & Steers, Inc. and Invesco Advisers, Inc. A transfer of our common stock and/or preferred stock to a person who, as a result of the transfer, violates the ownership limits may not be effective under some circumstances.

Other Limitations. Other limitations could have the effect of discouraging a takeover or other transaction in which holders of some, or a majority, of our outstanding common stock might receive a premium for their shares of our common stock that exceeds the then prevailing market price or that those holders might believe to be otherwise in their best interest. The issuance of additional shares of preferred stock could have the effect of delaying or preventing a change in control of Sovran even if a change in control were in the shareholders’ interest. In addition, the Maryland General Corporation Law, or MGCL, imposes restrictions and requires specific procedures with respect to the acquisition of stated levels of share ownership and business combinations, including combinations with interested shareholders. These provisions of the MGCL could have the effect of delaying or preventing a change in control of Sovran even if a change in control were in the shareholders’ interest. Our bylaws contain a provision exempting from the MGCL control share acquisition statute any and all acquisitions by any person of shares of our stock. However, this provision may be amended or eliminated at any time. In addition, under the Partnership’s agreement of limited partnership, in general, we may not merge, consolidate or engage in any combination with another person or sell all or substantially all of our assets unless that transaction includes the merger or sale of all or substantially all of the assets of the Partnership, which requires the approval of the holders of 75% of the limited partnership interests thereof. If we were to own less than 75% of the limited partnership interests in the Partnership, this provision of the limited partnership agreement could have the effect of delaying or preventing us from engaging in some change of control transactions.

Our Failure to Qualify as a REIT Would Have Adverse Consequences

We intend to operate in a manner that will permit us to qualify as a REIT under the Code. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. Continued qualification as a REIT depends upon our continuing ability to meet various requirements concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions to our shareholders.

If we were to fail to qualify as a REIT in any taxable year, we would not be allowed a deduction for distributions to shareholders in computing our taxable income and would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Unless entitled to relief under certain Code provisions, we also would be ineligible for qualification as a REIT for the four taxable years following the year during which our qualification was lost. As a result, distributions to the shareholders would be reduced for each of the years involved. Although we currently intend to operate in a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke our REIT election.

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We May Pay Some Taxes, Reducing Cash Available for Shareholders

Even if we qualify as a REIT for federal income tax purposes, we are required to pay some federal, state and local taxes on our income and property. One of our subsidiaries has elected to be treated as a “taxable REIT subsidiary” of the Company for federal income tax purposes. A taxable REIT subsidiary is taxed as a regular corporation and is limited in its ability to deduct interest payments made to us in excess of a certain amount. In addition, if we receive or accrue certain amounts and the underlying economic arrangements among our taxable REIT subsidiary and us are not comparable to similar arrangements among unrelated parties, we will be subject to a 100% penalty tax on those payments in excess of amounts deemed reasonable between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that the Company or any taxable REIT subsidiary is required to pay federal, foreign, state or local taxes, we will have less cash available for distribution to shareholders.

We May Change the Dividend Policy for Our Common Stock in the Future

In 2013, our Board of Directors authorized and we declared quarterly common stock dividends of $0.48 per share in January and April, and $0.53 per share in July and October, the equivalent of an annual rate of $2.02 per share. In addition, our board of directors authorized and we declared an increased quarterly common stock dividend of $0.68 per share in January 2014. We can provide no assurance that our board will not reduce or eliminate entirely dividend distributions on our common stock in the future.

Our Board of Directors will continue to evaluate our distribution policy on a quarterly basis as they monitor the capital markets and the impact of the economy on our operations. The decisions to authorize and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors in light of conditions then existing, including our earnings, financial condition, capital requirements, debt maturities, the availability of capital, applicable REIT and legal restrictions and the general overall economic conditions and other factors. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.

Market Interest Rates May Influence the Price of Our Common Stock

One of the factors that may influence the price of our common stock in public trading markets or in private transactions is the annual yield on our common stock as compared to yields on other financial instruments. An increase in market interest rates will result in higher yields on other financial instruments, which could adversely affect the price of our common stock.

Regional Concentration of Our Business May Subject Us to Economic Downturns in the States of Texas and Florida

As of December 31, 2013, 185 of our 478 self-storage facilities are located in the states of Texas and Florida. For the year ended December 31, 2013, these facilities accounted for approximately 40% of store revenues. This concentration of business in Texas and Florida exposes us to potential losses resulting from a downturn in the economies of those states. If economic conditions in those states deteriorate, we may experience a reduction in existing and new business, which may have an adverse effect on our business, financial condition and results of operations.

Changes in Taxation of Corporate Dividends May Adversely Affect the Value of Our Common Stock

The maximum marginal rate of tax payable by domestic noncorporate taxpayers on dividends received from a regular “C” corporation under current federal law is 15% to 20% depending on the taxpayer’s tax bracket, as opposed to higher ordinary income rates. The reduced tax rate, however, does not apply to distributions paid to domestic noncorporate taxpayers by a REIT on its stock, except for certain limited amounts. The earnings of a REIT

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that are distributed to its stockholders generally remain subject to less federal income taxation than earnings of a non-REIT “C” corporation that are distributed to its stockholders net of corporate-level income tax. However, the lower rate of taxation to dividends paid by regular “C” corporations could cause domestic noncorporate investors to view the stock of regular “C” corporations as more attractive relative to the stock of a REIT, because the dividends from regular “C” corporations continue to be taxed at a lower rate while distributions from REITs (other than distributions designated as capital gain dividends) are generally taxed at the same rate as other ordinary income for domestic noncorporate taxpayers.

We are heavily dependent on computer systems, telecommunications and the Internet to process transactions, summarize results and manage our business. Security breaches or a failure of such networks, systems or technology could adversely impact our business and customer relationships.

We are heavily dependent upon automated information technology and Internet commerce, with many of our new tenants coming from the Internet or the telephone, and the nature of our business involves the receipt and retention of personal information about our customers. We centrally manage significant components of our operations with our computer systems, including our financial information, and we also rely extensively on third-party vendors to retain data, process transactions and provide other systems services. These systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer worms, viruses and other destructive or disruptive security breaches and catastrophic events.

As a result, our operations could be severely impacted by a natural disaster, terrorist attack or other circumstance that resulted in a significant outage of our systems or those of our third party providers, despite our use of back up and redundancy measures. Further, viruses and other related risks could negatively impact our information technology processes. We could also be subject to a “cyber-attack” or other data security breach which would penetrate our network security, resulting in misappropriation of our confidential information, including customer personal information. System disruptions and shutdowns could also result in additional costs to repair or replace such networks or information systems and possible legal liability, including government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to move out of rented storage spaces. Such events could lead to lost future sales and adversely affect our results of operations.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

At December 31, 2013, we held ownership interests in, leased, and/or managed a total of 478 Properties situated in twenty-five states. Among our 478 self-storage properties are 25 properties that we manage for an unconsolidated joint venture of which we are a 20% owner, 30 properties that we manage for an unconsolidated joint venture of which we are a 15% owner and 22 properties that we manage and in which have no ownership interest.

Our self-storage facilities offer inexpensive, easily accessible, enclosed storage space to residential and commercial users on a month-to-month basis. Most of our Properties are fenced and well lighted with automated access systems and surveillance cameras. A majority of the Properties are single-story, thereby providing customers with the convenience of direct vehicle access to their storage spaces. Our stores range in size from 18,000 to 181,000 net rentable square feet, with an average of approximately 68,000 net rentable square feet. The Properties generally are constructed of masonry or steel walls resting on concrete slabs and have standing seam metal, shingle, or tar and gravel roofs. All Properties have a property manager on-site during business hours. Generally, customers have access to their storage space up to 15 hours a day, and some customers are provided 24-hour access. Individual storage spaces are secured by a lock furnished by the customer to provide the customer with control of access to the space.

All of the Properties conduct business under the user-friendly name Uncle Bob’s Self-Storage ^®.

The following table provides certain information regarding the Properties in which we have an ownership interest, lease, and/or manage as of December 31, 2013:

	Number of
	Stores at						Percentage
	December 31,		Square		Number of		of Store
	2013		Feet		Spaces		Revenue
Alabama		22		1,634,608		11,954		3.7	%
Arizona		10		669,616		5,959		1.7	%
Colorado		5		330,921		2,819		1.1	%
Connecticut		8		607,799		6,108		1.8	%
Florida		68		4,558,062		44,237		13.9	%
Georgia		30		2,097,917		18,168		5.6	%
Illinois		10		760,286		7,056		2.5	%
Kentucky		2		144,914		1,323		0.5	%
Louisiana		16		946,676		8,048		2.8	%
Maine		2		113,960		1,012		0.4	%
Maryland		3		138,729		1,619		0.6	%
Massachusetts		13		695,307		6,691		2.8	%
Mississippi		15		1,154,747		8,815		2.9	%
Missouri		8		515,098		4,574		1.7	%
New Hampshire		4		261,136		2,343		0.8	%
New Jersey		21		1,540,901		16,615		6.7	%
New York		34		2,043,575		19,588		7.7	%
North Carolina		25		1,570,103		14,692		4.2	%
Ohio		23		1,580,121		13,144		4.4	%
Pennsylvania		7		438,516		3,659		1.3	%
Rhode Island		4		206,371		1,927		0.8	%
South Carolina		8		449,408		3,930		1.3	%
Tennessee		4		291,244		2,418		0.8	%
Texas		117		8,316,205		69,218		26.1	%
Virginia		19		1,289,447		12,070		3.9	%
Total		478		32,355,667		287,987		100.0	%

At December 31, 2013, the Properties had an average occupancy of 88.1% and an annualized rent per occupied square foot of $11.54.

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Item 3. Legal Proceedings

In the normal course of business, we are subject to various claims and litigation. While the outcome of any litigation is inherently unpredictable, we do not believe that any matters currently pending against the Company will have a material adverse impact on our financial condition, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Not Applicable

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Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is traded on the New York Stock Exchange under the symbol “SSS.” Set forth below are the high and low sales prices for our Common Stock for each full quarterly period within the two most recent fiscal years.

Quarter 2012	High		Low
1st	$	50.15	$	42.75
2nd		53.73		46.93
3rd		58.99		49.92
4th		63.32		55.66

Quarter 2013	High		Low
1st	$	67.44	$	60.29
2nd		71.55		62.11
3rd		76.53		64.69
4th		80.24		63.07

As of February 14, 2014, there were approximately 826 holders of record of our Common Stock.

We have paid quarterly dividends to our shareholders since our inception. Reflected in the table below are the dividends paid in the last two years.

For federal income tax purposes, distributions to shareholders are treated as ordinary income, capital gain, return of capital or a combination thereof. Distributions to shareholders for 2013 represent 100% ordinary income.

History of Dividends Declared on Common Stock
January 2012	$	0.450 per share
April 2012	$	0.450 per share
July 2012	$	0.450 per share
October 2012	$	0.450 per share
January 2013	$	0.480 per share
April 2013	$	0.480 per share
July 2013	$	0.530 per share
October 2013	$	0.530 per share

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of December 31, 2013, with respect to equity compensation plans under which shares of the Company’s Common Stock may be issued.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(#)		Weighted average exercise price of outstanding options, warrants and rights($)		Number of securities remaining available for future issuance(#)
Equity compensation plans approved by shareholders:
2005 Award and Option Plan		103,568	$	43.35		636,188
2009 Outside Directors’ Stock Option and Award Plan		23,000	$	50.62		94,539
1995 Outside Directors’ Stock Option Plan		4,000	$	49.65		0
Deferred Compensation Plan for Directors(1)		41,940		N/A		5,616
Equity compensation plans not approved by shareholders:		N/A		N/A		N/A

(1) Under the Deferred Compensation Plan for Directors, non-employee Directors may defer all or part of their Directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under the Plan will be credited to each Directors’ account under the Plan in the form of Units. The number of Units credited is determined by dividing the amount of Directors’ fees deferred by the closing price of the Company’s Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which Directors’ fees otherwise would be paid by the Company. A Director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such Directors’ Account. A Director may elect to receive the shares in a lump sum on a date specified by the Director or in quarterly or annual installments over a specified period and commencing on a specified date.

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CORPORATE PERFORMANCE GRAPH

The following chart and line-graph presentation compares (i) the Company’s shareholder return on an indexed basis since December 31, 2008 with (ii) the S&P Stock Index and (iii) the National Association of Real Estate Investment Trusts Equity Index.

CUMULATIVE TOTAL SHAREHOLDER RETURN

SOVRAN SELF STORAGE, INC.

DECEMBER 31, 2008 - DECEMBER 31, 2013

	Dec. 31, 2008		Dec. 31, 2009		Dec. 31, 2010		Dec. 31, 2011		Dec. 31, 2012		Dec. 31, 2013
S&P		100.00		126.46		145.51		148.59		172.37		228.19
NAREIT		100.00		127.99		163.76		177.32		212.26		218.32
SSS		100.00		107.82		116.81		110.89		166.87		180.44

The foregoing item assumes $100.00 invested on December 31, 2008, with dividends reinvested.

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Item 6. Selected Financial Data

The following selected financial and operating information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and related notes included elsewhere in this Annual Report on Form 10-K:

	At or For Year Ended December 31,
(dollars in thousands, except per share data)	2013			2012			2011			2010			2009
Operating Data
Operating revenues	$	273,507		$	234,082		$	200,860		$	181,874		$	180,453
Income from continuing operations		71,472			48,121			27,314			30,819			15,943
Income from discontinued operations(1)		3,123			7,520			4,215			11,722			5,711
Net income		74,595			55,641			31,529			42,541			21,654
Net income attributable to common shareholders		74,126			55,128			30,592			40,642			19,916
Income from continuing operations per common share attributable to common shareholders - diluted		2.26			1.61			0.95			1.05			0.60
Net income per common share attributable to common shareholders - basic		2.37			1.88			1.11			1.48			0.84
Net income per common share attributable to common shareholders - diluted		2.36			1.87			1.10			1.48			0.84
Dividends declared per common share(2)		2.02			1.80			1.80			1.80			1.54
Balance Sheet Data
Investment in storage facilities at cost	$	1,864,637		$	1,742,354		$	1,525,283		$	1,349,927		$	1,295,324
Total assets		1,561,875			1,484,310			1,343,544			1,184,369			1,183,896
Total debt		626,254			684,251			625,423			488,954			481,219
Total liabilities		678,226			742,910			673,539			527,226			518,837
Other Data
Net cash provided by operating activities	$	120,646		$	98,762		$	79,897		$	73,671		$	59,143
Net cash used in investing activities		(114,345	)		(175,664	)		(189,879	)		(32,605	)		(4,448	)
Net cash (used in) provided by financing activities		4,032			76,836			111,537			(46,010	)		(48,471	)

(1) In 2013 we sold four stores, in 2012 we sold seventeen stores, in 2010 we sold ten stores, and in 2009 we sold five stores whose results of operations and gain (loss) on disposal are classified as discontinued operations for all previous years presented.

(2) In 2009 we declared dividends in March, July, and October. On January 4, 2010 we declared a dividend of $0.45 per common share, and therefore it is not included in the 2009 column. In 2010, 2011 and 2012 we declared regular quarterly dividends of $0.45 in January, April, July and October. In 2013 we declared regular quarterly dividends of $0.48 in January and April, and $0.53 in July and October.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.

Disclosure Regarding Forward-Looking Statements

When used in this discussion and elsewhere in this document, the words “intends,” “believes,” “expects,” “anticipates,” and similar expressions are intended to identify “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933 and in Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the effect of competition from new self-storage facilities, which would cause rents and occupancy rates to decline; the Company’s ability to evaluate, finance and integrate acquired businesses into the Company’s existing business and operations; the Company’s ability to effectively compete in the industry in which it does business; the Company’s existing indebtedness may mature in an unfavorable credit environment, preventing refinancing or forcing refinancing of the indebtedness on terms that are not as favorable as the existing terms; interest rates may fluctuate, impacting costs associated with the Company’s outstanding floating rate debt; the Company’s ability to comply with debt covenants; any future ratings on the Company’s debt instruments; the regional concentration of the Company’s business may subject it to economic downturns in the states of Florida and Texas; the Company’s reliance on its call center; the Company’s cash flow may be insufficient to meet required payments of operating expenses, principal, interest and dividends; and tax law changes that may change the taxability of future income.

Business and Overview

We believe we are the fifth largest operator of self-storage properties in the United States based on square feet owned and managed. All of our stores are operated under the user-friendly name “Uncle Bob’s Self-Storage”^®.

Operating Strategy

Our operating strategy is designed to generate growth and enhance value by:

A. Increasing operating performance and cash flow through aggressive management of our stores:

• We seek to differentiate our self-storage facilities from our competition through innovative marketing and value-added product offerings including:

• Our Customer Care Center, established in 2000, answers sales inquires and makes reservations for all of our Properties on a centralized basis. Further, our call center and customer contact software was developed in-house and is 100% supported by our in-house experts. This provides us flexibility well beyond that of any operator using off the shelf software;

• The Uncle Bob’s truck move-in program, under which, at present, 332 of our stores offer a free Uncle Bob’s truck to assist our customers moving into their spaces, and acts as a moving billboard further supporting our branding efforts;

• Our dehumidification system, known as Dri-guard, which provides our customers with a better environment to store their goods and improves yields on our Properties;

• Strategic and efficient Web and Mobile marketing that places Uncle Bob’s in front of customers in search engines at the right time for conversion;

• Regional marketing which creates effective brand awareness in the cities where we do business.

• Our customized computer applications link each of our primary sales channels (customer care center, web, and store) allowing for real time access to space type and inventory, pricing, promotions, and

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other pertinent store information. This also provides us with raw data on historical and current pricing, move-in and move-out activity, specials and occupancies, etc. This data is then used within the advanced pricing analytics programs employed by our revenue management team.

• Our store managers receive a high level of training. New store employees are assigned a Certified Training Manager as a mentor during their initial training period. In addition, all employees have access to our online Learning and Performance Management System internally named eBOB for initial training as well as continuing education. Finally, we have a company intranet that acts as a communications portal for company policy and procedures, online ordering, incentive rankings, etc.

B. Acquiring additional stores:

• Our objective is to acquire new stores in markets in which we currently operate. This is a proven strategy we have employed over the years as it facilitates our branding efforts, grows market share, and allows us to achieve improved economies of scale through shared advertising, payroll, and other services.

• We also look to enter new markets that are in the top 50 MSA by acquiring established multi-property portfolios. With this strategy we are then able to seek out additional acquisition or third party management opportunities to continue to grow market share, branding and enhance economies of scale.

C. Expanding our management business:

• We see our management business as a source of future acquisitions. We hold a minority interest in two joint ventures which hold a total of 55 properties that we manage. In addition, we manage 22 self-storage facilities for which we have no ownership. We may enter into additional management agreements and develop additional joint ventures in the future. The joint venture agreements will give us first right of refusal to purchase the managed properties in the event they are offered for sale.

D. Expanding and enhancing our existing stores:

• Over the past 5 years we have undertaken a program of expanding and enhancing our Properties. In 2009, we completed construction of a new 78,000 square foot facility in Richmond, Virginia, added 175,000 square feet to other existing Properties, and converted 64,000 square feet to premium storage for a total cost of approximately $18 million; in 2010, we added 162,000 square feet to existing Properties, and converted 6,500 square feet to premium storage for a total cost of approximately $9 million; in 2011, we added 118,000 square feet to existing Properties and converted 2,000 square feet to premium storage for a total cost of approximately $7.2 million; in 2012, we added 372,000 square feet to existing Properties and converted 35,000 square feet to premium storage for a total cost of approximately $22.5 million; and in 2013, we added 295,000 square feet to existing Properties and converted 9,000 square feet to premium storage for a total cost of approximately $17.9 million. In 2011, 2012, and 2013 we also installed solar panels at 13 locations for a total cost of approximately $3.3 million. Our solar panel initiative has reduced energy consumption and operating cost at those installed locations.

Supply and Demand / Operating Trends

We believe the supply and demand model in the self-storage industry is micro market specific in that a majority of our business comes from within a five mile radius of our stores. The recent economic conditions and the credit market environment have resulted in a decrease in new supply on a national basis in the last five years. With the recent loosening of the debt and equity markets, we have seen capitalization rates on quality acquisitions (expected annual return on investment) decrease from approximately 6.25% to 5.75%.

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We believe our industry weathered the most recent recession very well. Although our industry experienced softness in 2008 through 2011, our same store sales showed positive increases save for 2009, when we showed a 3.1% decrease in same store revenue. That was the first time in recent history that we recorded lower same store sales. We feel our recent performance further supports the notion that the self-storage industry holds up well through recessions.

We believe our same-store move-ins in 2013 were lower than 2012 due to the fact that our stores were higher occupied in 2013, resulting in less space to rent. Although same store move outs showed an increase in 2013 over 2012, the actual move outs as a percentage of occupied spaces was lower in 2013 than 2012.

	2013		2012		Change
Same store move ins		151,134		157,722		(6,588	)
Same store move outs		148,837		146,265		2,572
Difference		2,297		11,457		9,160

We expect conditions in most of our markets to continue the recovery that we saw in 2011 through 2013 and are forecasting 5% to 6% revenue growth on a same store basis in 2014.

We were able to maintain relatively flat expenses at the store operating level from 2009 through 2012, but did see above average increases in property taxes and insurance in 2013. We do expect same store expense growth to continue to see pressure from property tax increases in 2014. We believe the expense increases, even with the pressure from property taxes, will be at a manageable level of between 5% and 6%.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in our financial statements and the accompanying notes. On an on-going basis, we evaluate our estimates and judgments, including those related to carrying values of storage facilities, bad debts, and contingencies and litigation. We base these estimates on experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Assigning purchase price to assets acquired: The purchase price of acquired storage facilities is assigned primarily to land, land improvements, building, equipment, and in-place customer leases based on the fair values of these assets as of the date of acquisition. We use significant unobservable inputs in our determination of the fair values of these assets. The determination of these inputs involves judgments and estimates that can vary for each individual property based on a number of factors specific to the properties and the functional, economic and other factors affecting each property. To determine the fair value of land, we use prices per acre derived from observed transactions involving comparable land in similar locations. To determine the fair value of buildings, equipment and improvements, we use current replacement cost based on information derived from construction industry data by geographic region as adjusted for the age, condition, and economic obsolescence associated with these assets. The fair values of in-place customer leases is based on the rent lost due to the amount of time required to replace existing customers which is based on our historical experience with turnover in our facilities.

Carrying value of storage facilities: We believe our judgment regarding the impairment of the carrying value of our storage facilities is a critical accounting policy. Our policy is to assess any impairment of value whenever events or circumstances indicate that the carrying value of a storage facility may not be recoverable. Such events or circumstances would include negative operating cash flow, significant declining revenue per storage facility, significant damage sustained from accidents or natural disasters, or an expectation that, more likely than not, a property will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Impairment is evaluated based upon comparing the sum of the expected undiscounted future cash flows to the

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carrying value of the storage facility, on a property by property basis. If the sum of the undiscounted cash flow is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of the asset. If cash flow projections are inaccurate and in the future it is determined that storage facility carrying values are not recoverable, impairment charges may be required at that time and could materially affect our operating results and financial position. Estimates of undiscounted cash flows could change based upon changes in market conditions, expected occupancy rates, etc. During 2011 we recorded an impairment charge at one of our stores as of a result of a structural deficiency that we decided to address by demolishing the buildings in 2012. No assets had been determined to be impaired under this policy in 2013.

Estimated useful lives of long-lived assets: We believe that the estimated lives used for our depreciable, long-lived assets is a critical accounting policy. We periodically evaluate the estimated useful lives of our long-lived assets to determine if any changes are warranted based upon various factors, including changes in the planned usage of the assets, customer demand, etc. Changes in estimated useful lives of these assets could have a material adverse impact on our financial condition or results of operations. We have not made significant changes to the estimated useful lives of our long-lived assets in the past and we do not have any current expectation of making significant changes in 2014.

Consolidation and investment in joint ventures: We consolidate all wholly owned subsidiaries. Partially owned subsidiaries and joint ventures are consolidated when we control the entity or have the power to direct the activities most significant to the economic performance of the entity. Investments in joint ventures that we do not control but over which we have significant influence are reported using the equity method. Under the equity method, our investment in joint ventures are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings of real estate ventures is generally recognized based on our ownership interest in the earnings of each of the unconsolidated real estate ventures.

Revenue and Expense Recognition: Rental income is recognized when earned pursuant to month-to-month leases for storage space. Promotional discounts are recognized as a reduction to rental income over the promotional period, which is generally during the first month of occupancy. Rental income received prior to the start of the rental period is included in deferred revenue.

Qualification as a REIT: We operate, and intend to continue to operate, as a REIT under the Code, but no assurance can be given that we will at all times so qualify. To the extent that we continue to qualify as a REIT, we will not be taxed, with certain limited exceptions, on the taxable income that is distributed to our shareholders. If we fail to qualify as a REIT, any requirement to pay federal income taxes could have a material adverse impact on our financial condition and results of operations.

Recent Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company’s fiscal years, and interim periods within those years beginning after December 15, 2012. The Company adopted ASU No. 2013-02 in 2013. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated financial statements.

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YEAR ENDED DECEMBER 31, 2013 COMPARED TO YEAR ENDED DECEMBER 31, 2012

We recorded rental revenues of $253.4 million for the year ended December 31, 2013, an increase of $35.5 million or 16.3% when compared to 2012 rental revenues of $217.9 million. Of the increase in rental revenue, $15.8 million resulted from a 7.4% increase in rental revenues at the 358 core properties considered in same store sales (those properties included in the consolidated results of operations since January 1, 2012, excluding the properties we sold in 2012 and 2013). The increase in same store rental revenues was a result of a 340 basis point increase in average occupancy and a 2.6% increase in rental income per square foot. The remaining increase in rental revenue of $19.7 million resulted from the revenues from the acquisition of 39 properties and the lease of four properties completed since January 1, 2012. Other operating income, which includes merchandise sales, insurance commissions, truck rentals, management fees and acquisition fees, increased by $3.9 million for the year ended December 31, 2013 compared to 2012 primarily as a result of increased commissions earned on customer insurance.

Property operations and maintenance expenses increased $6.2 million or 11.2% in 2013 compared to 2012. The 358 core properties considered in the same store pool experienced a $1.1 million or 2.0% increase in operating expenses as a result of increases in payroll, credit card fees and snow removal costs. The same store pool benefited from reduced yellow page advertising expense. In addition to the same store operating expense increase, operating expenses increased $5.1 million from the acquisition of 39 properties and the lease of four properties completed since January 1, 2012. Real estate tax expense increased $4.4 million as a result of a 7.4% increase in property taxes on the 358 same store pool and the inclusion of taxes on the properties acquired or leased in 2013 and 2012.

Our 2013 same store results consist of only those properties that were included in our consolidated results since January 1, 2012, excluding the properties we sold in 2013 and 2012. The following table sets forth operating data for our 358 same store properties. These results provide information relating to property operating changes without the effects of acquisition.

Same Store Summary

	Year ended December 31,				Percentage
(dollars in thousands)	2013		2012		Change
Same store rental income	$	228,357	$	212,596		7.4	%
Same store other operating income		12,284		10,745		14.3	%
Total same store operating income		240,641		223,341		7.7	%
Payroll and benefits		22,521		22,277		1.1	%
Real estate taxes		22,999		21,417		7.4	%
Utilities		9,262		9,167		1.0	%
Repairs and maintenance		8,734		8,488		2.9	%
Office and other operating expenses		8,776		8,339		5.2	%
Insurance		3,819		3,435		11.2	%
Advertising and yellow pages		1,411		1,734		-18.6	%
Total same store operating expenses		77,522		74,857		3.6	%
Same store net operating income	$	163,119	$	148,484		9.9	%

Net operating income increased $28.9 million or 18.4% as a result of a 9.9% increase in our same store net operating income and the acquisitions and property leases completed since January 1, 2012.

Net operating income or “NOI” is a non-GAAP (generally accepted accounting principles) financial measure that we define as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income: interest expense, impairment and casualty losses, operating lease expense, depreciation and amortization expense, acquisition related costs, general and administrative expense, and deducting from net income: income from discontinued operations, interest income, gain on sale of real estate, and equity in income of joint ventures. We believe that NOI is a meaningful measure of operating performance because we utilize NOI in making decisions with respect to capital allocations, in determining current property values, and in

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comparing period-to-period and market-to-market property operating results. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income. There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income. The following table reconciles NOI generated by our self-storage facilities to our net income presented in the 2013 and 2012 consolidated financial statements.

	Year ended December 31,
(dollars in thousands)	2013			2012
Net operating income
Same store	$	163,119		$	148,484
Other stores and management fee income		22,576			8,359
Total net operating income		185,695			156,843
General and administrative		(34,939	)		(32,313	)
Acquisition related costs		(3,129	)		(4,328	)
Operating leases of storage facilities		(1,331	)		—
Depreciation and amortization		(45,233	)		(40,542	)
Interest expense		(32,000	)		(33,166	)
Interest income		40			4
Gain on sale of real estate		421			687
Equity in income of joint ventures		1,948			936
Income from discontinued operations		3,123			7,520
Net income	$	74,595		$	55,641

General and administrative expenses increased $2.6 million or 8.1% from 2012 to 2013. The key drivers of the increase were a $1.6 million increase in salaries and performance incentives, and a $1.0 million increase in internet advertising.

Acquisition related costs decreased by $1.2 million as a result of the $94.9 million of stores acquired or leased in 2013 compared to the $189.1 million of stores acquired in 2012.

The Operating leases of storage facilities in 2013 relates to lease agreements entered in November 2013 with respect to four self storage facilities in New York (2) and Connecticut (2). Such leases have annual lease payments of $6 million with a provision for 4% annual increases, and an exclusive option to purchase the facilities for $120 million.

Depreciation and amortization expense increased to $45.2 million in 2013 from $40.5 million in 2012, primarily as a result of depreciation on the properties acquired in 2012 and 2013.

Interest expense decreased from $33.2 million in 2012 to $32.0 million in 2013. The decrease was mainly due to the refinancing of our bank line of credit and term notes in June 2013 which reduced our interest rate on those obligations. In addition, in September 2013 we replaced a maturing fixed rate term note with a bank term loan with a lower interest rate.

During 2013, we sold our equity interest and mortgage note in a formerly consolidated joint venture for $4.4 million resulting in a gain on the sale of $0.4 million. During 2012, we sold a portion of one of our facilities and a parcel of land for net proceeds of $3.3 million resulting in a gain of $0.7 million.

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In the 4^th quarter of 2013, we sold four non-strategic facilities in Ohio, Florida (2), and Virginia for net proceeds of approximately $11.7 million resulting in a gain of approximately 2.4 million. In July and August of 2012, the Company sold 17 non-strategic storage facilities in Maryland (1), Michigan (4) and Texas (12) for net proceeds of approximately $47.7 million resulting in a gain of approximately $4.5 million. The 2013 and 2012 operations of these facilities are reported in income from discontinued operations for all periods presented.

YEAR ENDED DECEMBER 31, 2012 COMPARED TO YEAR ENDED DECEMBER 31, 2011

We recorded rental revenues of $217.9 million for the year ended December 31, 2012, an increase of $29.5 million or 15.7% when compared to 2011 rental revenues of $188.4 million. Of the increase in rental revenue, $10.8 million resulted from a 5.9% increase in rental revenues at the 329 core properties considered in same store sales (those properties included in the consolidated results of operations since January 1, 2011, excluding the one property we developed in 2009 and the 21 properties we sold in 2012 and 2013). The increase in same store rental revenues was a result of a 520 basis point increase in average occupancy which was offset by a 1.4% decrease in rental income per square foot. The remaining increase in rental revenue of $18.8 million resulted from the continued lease-up of our Richmond, Virginia property constructed in 2009 and the revenues from the acquisition of 57 properties completed in 2011 and 2012. Other operating income, which includes merchandise sales, insurance commissions, truck rentals, management fees and acquisition fees, increased by $3.7 million for the year ended December 31, 2012 compared to 2011 primarily as a result of increased commissions earned on customer insurance and from having a full year of fees for managing the properties in the joint venture (Sovran HHF Storage Holdings II LLC) which began operations in July 2011. We also earned a $0.1 million acquisition fee from this joint venture in 2012 compared to an acquisition fee of $0.7 million earned from the joint venture in 2011.

Property operations and maintenance expenses increased $3.4 million or 6.5% in 2012 compared to 2011. The 329 core properties considered in the same store pool experienced a $1.1 million or 2.3% decrease in operating expenses as a result of lower utilities due to a mild winter and energy savings initiatives. The same store pool also benefited from reduced yellow page advertising expense and reduced credit card fees. The decrease in same store operating expenses was offset by the $4.5 million increase in operating expenses resulting from the 57 properties acquired in 2011 and 2012. Real estate tax expense increased $2.9 million as a result of a 2.3% increase in property taxes on the 329 same store pool and the inclusion of taxes on the properties acquired in 2012 and 2011.

Our 2012 same store results consist of only those properties that were included in our consolidated results since January 1, 2011, excluding the one property we developed in 2009 and the 21 properties we sold in 2012 and 2013. The following table sets forth operating data for our 329 same store properties. These results provide information relating to property operating changes without the effects of acquisition.

Same Store Summary

	Year ended December 31,				Percentage
(dollars in thousands)	2012		2011		Change
Same store rental income	$	193,179	$	182,424		5.9	%
Same store other operating income		10,088		8,774		15.0	%
Total same store operating income		203,267		191,198		6.3	%
Payroll and benefits		20,479		20,088		1.9	%
Real estate taxes		18,836		18,417		2.3	%
Utilities		8,236		8,713		-5.5	%
Repairs and maintenance		7,676		7,329		4.7	%
Office and other operating expenses		7,568		7,800		-3.0	%
Insurance		2,953		2,926		0.9	%
Advertising and yellow pages		1,632		2,820		-42.1	%
Total same store operating expenses		67,380		68,093		-1.0	%
Same store net operating income	$	135,887	$	123,105		10.4	%

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Net operating income increased $27.0 million or 20.8% as a result of a 10.4% increase in our same store net operating income and the acquisitions completed since January 1, 2011.

Net operating income or “NOI” is a non-GAAP (generally accepted accounting principles) financial measure that we define as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income: interest expense, impairment and casualty losses, depreciation and amortization expense, acquisition related costs, general and administrative expense, and deducting from net income: income from discontinued operations, interest income, gain on sale of real estate, and equity in income of joint ventures. We believe that NOI is a meaningful measure of operating performance because we utilize NOI in making decisions with respect to capital allocations, in determining current property values, and in comparing period-to-period and market-to-market property operating results. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income. There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income. The following table reconciles NOI generated by our self-storage facilities to our net income presented in the 2012 and 2011 consolidated financial statements.

	Year ended December 31,
(dollars in thousands)	2012			2011
Net operating income
Same store	$	135,887		$	123,105
Other stores and management fee income		20,956			6,777
Total net operating income		156,843			129,882
General and administrative		(32,313	)		(25,986	)
Acquisition related costs		(4,328	)		(3,278	)
Impairment of storage facility		—			(1,047	)
Depreciation and amortization		(40,542	)		(34,836	)
Interest expense		(33,166	)		(38,549	)
Interest income		4			83
Casualty loss		—			(126	)
Gain on sale of real estate		687			1,511
Equity in income (losses) of joint ventures		936			(340	)
Income from discontinued operations		7,520			4,215
Net income	$	55,641		$	31,529

General and administrative expenses increased $6.3 million or 24.3% from 2011 to 2012. The key drivers of the increase were a $3.9 million increase in salaries and performance incentives, and a $1.5 million increase in internet advertising. The remaining $0.9 million increase is the result of increases in various other administrative costs as a result of managing the increased number of stores in our portfolio as compared to 2011.

Acquisition related costs increased by $1.1 million as a result of the $189.1 million of stores acquired in 2012 compared to the $155.1 million of stores acquired in 2011.

Depreciation and amortization expense increased to $40.5 million in 2012 from $34.8 million in 2011, primarily as a result of depreciation on the 57 properties acquired in 2011 and 2012.

The 2011 impairment charge related to a building that was determined to have a structural deficiency. There were no such impairments in 2012.

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Interest expense decreased from $38.5 million in 2011 to $33.2 million in 2012. The decrease was mainly due to expensing $5.5 million that was paid to terminate two interest rate swap agreements related to the $150 million term note that we repaid as part of our debt refinancing in August 2011.

The casualty loss recorded in 2011 was the result of clean-up and repair costs incurred in excess of insurance proceeds received from two buildings that were damaged by fire.

During 2012, we sold a portion of one of our facilities and a parcel of land for net proceeds of $3.3 million resulting in a gain of $0.7 million. During 2011, we sold three parcels of land to various municipalities for their use as part of road widening projects for net cash proceeds of $2.0 million resulting in a gain on sale of $1.5 million.

In July and August of 2012, the Company sold 17 non-strategic storage facilities in Maryland (1), Michigan (4) and Texas (12) for net proceeds of approximately $47.7 million resulting in a gain of approximately $4.5 million. The 2012 and 2011 operations of these facilities, as well as the operations of the 4 stores disposed of in 2013, are reported in income from discontinued operations for all periods presented.

Net income attributable to noncontrolling interest decreased from $0.9 million in 2011 to $0.5 million in 2012 primarily as a result of our May 2011 additional investment in Locke Sovran II, LLC in which we purchased the remaining noncontrolling interest in that entity. In addition, the redemption of Operating Partnership Units by a noncontrolling unitholder in 2012 resulted in a decrease in the attribution of net income to noncontrolling interests in 2012 as compared to 2011.

FUNDS FROM OPERATIONS

We believe that Funds from Operations (“FFO”) provides relevant and meaningful information about our operating performance that is necessary, along with net earnings and cash flows, for an understanding of our operating results. FFO adds back historical cost depreciation, which assumes the value of real estate assets diminishes predictably in the future. In fact, real estate asset values increase or decrease with market conditions. Consequently, we believe FFO is a useful supplemental measure in evaluating our operating performance by disregarding (or adding back) historical cost depreciation.

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income available to common shareholders computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains or losses on sales of properties, plus impairment of real estate assets, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. We believe that to further understand our performance, FFO should be compared with our reported net income and cash flows in accordance with GAAP, as presented in our consolidated financial statements.

In October and November of 2011, NAREIT issued guidance for reporting FFO that reaffirmed NAREIT’s view that impairment write-downs of depreciable real estate should be excluded from the computation of FFO. This view is based on the fact that impairment write-downs are akin to and effectively reflect the early recognition of losses on prospective sales of depreciable property or represent adjustments of previously charged depreciation. Since depreciation of real estate and gains/losses from sales are excluded from FFO, it is NAREIT’s view that it is consistent and appropriate for write-downs of depreciable real estate to also be excluded. Our calculation of FFO excludes impairment write-downs of investments in storage facilities.

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, or as an indicator of our ability to make cash distributions.

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Reconciliation of Net Income to Funds From Operations

	For Year Ended December 31,
(dollars in thousands)	2013			2012			2011			2010			2009
Net income attributable to common shareholders	$	74,126		$	55,128		$	30,592		$	40,642		$	19,916
Net income attributable to noncontrolling interests		469			513			937			1,899			1,738
Depreciation of real estate and amortization of intangible assets exclusive of deferred financing fees		44,369			40,153			34,835			31,218			31,026
Depreciation of real estate included in discontinued operations		313			1,137			1,742			1,938			2,793
Depreciation and amortization from unconsolidated joint ventures		1,496			1,595			1,018			788			820
Casualty and impairment loss		—			—			1,173			—			—
(Gain) loss on sale of real estate		(2,852	)		(5,185	)		(1,511	)		(6,944	)		509
Funds from operations allocable to noncontrolling interest in Operating Partnership		(742	)		(881	)		(812	)		(885	)		(984	)
Funds from operations allocable to noncontrolling interest in consolidated joint ventures		—			—			(567	)		(1,360	)		(1,360	)
Funds from operations available to common shareholders	$	117,179		$	92,460		$	67,407		$	67,296		$	54,458

LIQUIDITY AND CAPITAL RESOURCES

Our line of credit and term notes require us to meet certain financial covenants measured on a quarterly basis, including prescribed leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness, and limitations on dividend payouts. At December 31, 2013, the Company was in compliance with all debt covenants. The most sensitive covenant is the leverage ratio covenant contained in certain of our term note agreements. This covenant limits our total consolidated liabilities to 55% of our gross asset value. At December 31, 2013, our leverage ratio as defined in the agreements was approximately 34.1%. The agreements define total consolidated liabilities to include the liabilities of the Company plus our share of liabilities of unconsolidated joint ventures. The agreements also define a prescribed formula for determining gross asset value which incorporates the use of a 9.25% capitalization rate applied to annualized earnings before interest, taxes, depreciation and amortization and other items (“Adjusted EBITDA”) as defined in the agreements. In the event that the Company violates its debt covenants in the future, the amounts due under the agreements could be callable by the lenders and could adversely affect our credit rating requiring us to pay higher interest and other debt-related costs. We believe that if operating results remain consistent with historical levels and levels of other debt and liabilities remain consistent with amounts outstanding at December 31, 2013, the entire availability under our line of credit could be drawn without violating our debt covenants.

Our ability to retain cash flow is limited because we operate as a REIT. In order to maintain our REIT status, a substantial portion of our operating cash flow must be used to pay dividends to our shareholders. We believe that our internally generated net cash provided by operating activities and the availability on our line of credit will be sufficient to fund ongoing operations, capital improvements, dividends and debt service requirements through April 2016, at which time $150 million of term notes mature.

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Cash flows from operating activities were $120.6 million, $98.8 million and $79.9 million for the years ended December 31, 2013, 2012, and 2011, respectively. The increase in operating cash flows from 2012 to 2013 and from 2011 to 2012 was primarily due to an increase in net income.

Cash used in investing activities was $114.3 million, $175.7 million, and $189.9 million for the years ended December 31, 2013, 2012, and 2011 respectively. The decrease in cash used from 2012 to 2013 was primarily due to $186.9 million spent in 2012 to purchase 28 storage facilities compared to the $94.8 million spent in 2013 on the acquisition of 11 storage facilities. Also, in 2012 we received $47.7 million from the sale of storage facilities as compared to the $11.7 million we received in 2013 from the sale of storage facilities. The decrease in cash used from 2011 to 2012 was primarily due to $47.7 million in proceeds from the sale of storage facilities in 2012. No facilities were sold in 2011. The decrease in cash used as a result of the sales proceeds was partially offset by the $186.9 million spent in 2012 to purchase storage facilities compared to the $150.4 million spent in 2011 on the acquisition of storage facilities.

Cash used in financing activities was $4.0 million in 2013 compared to cash provided by financing activities of $76.8 million and $111.5 million in 2012 and 2011, respectively. In 2013, we used the $119.5 million net proceeds from the sale of common stock to paydown our line of credit and to fund a portion of the property acquisitions. In 2012 we realized $78.9 million from the sale of our common stock through our at the market equity offering and stock option plans, and $59.0 million in net proceeds from draws on our line of credit to fund a portion of our acquisitions and capital improvements. In 2011, we realized $47.0 million from the sale of our common stock through our at the market equity offering and $211.0 million in proceeds, net of repayments, from our new credit agreements to fund our acquisitions, joint venture activity and mortgage payoffs of $77.0 million.

On June 4, 2013, the Company entered into an amendment to its unsecured credit arrangement. As part of the amended agreement, the Company entered into a $225 million unsecured term note maturing June 4, 2020 bearing interest at LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.65%). The agreement also provides for a $175 million (expandable to $250 million) revolving line of credit bearing interest at a variable rate equal to LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.50%), and requires a 0.20% facility fee. The interest rate at December 31, 2013 on the Company’s available line of credit was approximately 1.67% (2.21% at December 31, 2012). At December 31, 2013, there was $125.3 million available on the unsecured line of credit without considering the additional availability under the expansion feature. The revolving line of credit has a maturity date of June 4, 2018, but can be extended for two one-year periods at the Company’s option with the payment of an extension fee equal to 0.125% of the total line of credit commitment.

In January and February 2014, the Company acquired six storage facilities for cash consideration of approximately $86.7 million. These acquisitions were funded with draws on the Company’s line of credit. The line of credit balance outstanding after the funding of the six acquisitions was $141.0 million.

In addition, on June 4, 2013, as part of the amendment to its unsecured credit arrangement, the Company secured an additional $100 million term note with a delayed draw feature that was used to fund the Company’s term notes that matured in September 2013. The delayed draw term note matures June 4, 2020 and bears interest at LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.65%).

On August 5, 2011, the Company entered into a $100 million term note maturing August 2021 bearing interest at a fixed rate of 5.54%. The interest rate on the term note increases to 7.29% if the notes are not rated by at least one rating agency, the credit rating on the notes is downgraded or if the Company’s credit rating is downgraded. The proceeds from this term note were used to fund acquisitions and investments in unconsolidated joint ventures.

The Company also maintains a $150 million unsecured term note maturing in April 2016 bearing interest at 6.38%. The interest rate on the $150 million unsecured term note increases to 8.13% if the notes are not rated by at least one rating agency, the credit rating on the notes is downgraded or the Company’s credit rating is downgraded.

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Our line of credit facility and term notes have an investment grade rating from Standard and Poor’s and Fitch Ratings (BBB-).

In addition to the unsecured financing mentioned above, our consolidated financial statements also include $2.3 million of mortgages payable that are secured by a storage facility.

On February 27, 2013, the Company entered into a continuous equity offering program (“Equity Program”) with Wells Fargo Securities, LLC (“Wells Fargo”), Jefferies LLC fka Jefferies & Company, Inc. (“Jefferies”) and SunTrust Robinson Humphrey, Inc. (“SunTrust”) pursuant to which the Company may sell from time to time up to $175 million in aggregate offering price of shares of the Company’s common stock. Actual sales under the Equity Program will depend on a variety of factors and conditions, including, but not limited to, market conditions, the trading price of the Company’s common stock, and determinations of the appropriate sources of funding for the Company. The Company expects to continue to offer, sell, and issue shares of common stock under the Equity Program from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under the Equity Program.

During 2013, the Company issued 1,667,819 shares under this Equity Program at a weighted average issue price of $65.66 per share, generating net proceeds of $107.8 million after deducting $0.5 million of sales commissions payable to SunTrust, $0.5 million to Wells Fargo, and $0.5 million to Jefferies. In addition to sales commissions, the Company incurred expenses of $0.2 million in connection with the Equity Program during 2013. The Company used the proceeds from the Equity Program to reduce the outstanding balance under the Company’s revolving line of credit and to fund the acquisition of 11 storage facilities. As of December 31, 2013, the Company had $65.5 million available for issuance under the Equity Program.

During 2012, the Company issued 1,391,425 shares under its previously available equity offering program with Wells Fargo at a weighted average issue price of $55.20 per share, generating net proceeds of $75.3 million after deducting $1.5 million of sales commissions payable to Wells Fargo. In addition to sales commissions paid to Wells Fargo, the Company incurred expenses of $58,000 in connection with this equity offering program during 2012. The Company used the proceeds from this offering to reduce the outstanding balance under the Company’s revolving line of credit.

We implemented a new Dividend Reinvestment Plan in March 2013 which replaced our previous plan which was suspended in November 2009. We issued 68,957 shares under the new plan in 2013.

During 2013 and 2012, we did not acquire any shares of our common stock via the Share Repurchase Program authorized by the Board of Directors. From the inception of the Share Repurchase Program through December 31, 2013, we have reacquired a total of 1,171,886 shares pursuant to this program. From time to time, subject to market price and certain loan covenants, we may reacquire additional shares.

Future acquisitions, our expansion and enhancement program, and share repurchases are expected to be funded with draws on our line of credit, issuance of common and preferred stock, the issuance of unsecured term notes, sale of properties, and private placement solicitation of joint venture equity. Should the capital markets deteriorate, we may have to curtail acquisitions, our expansion and enhancement program, and share repurchases as we approach April 2016, when certain term notes mature.

33

CONTRACTUAL OBLIGATIONS

The following table summarizes our future contractual obligations:

	Payments due by period (in thousands)
Contractual obligations	Total		2014		2015 - 2016		2017 - 2018		2019 and thereafter
Line of credit	$	49,000		—		—	$	49,000		—
Term notes		575,000		—	$	150,000		—	$	425,000
Mortgages payable		2,254	$	126		276		311		1,541
Interest payments		107,605		22,325		37,449		24,769		23,062
Interest rate swap payments		7,523		5,468		626		790		639
Standby letter of credit		652		652		—		—		—
Limited partnership commitments		2,500		2,500		—		—		—
Land lease		854		52		106		106		590
Expansion and enhancement contracts		14,639		14,639		—		—		—
Building leases		129,260		6,916		14,635		15,712		91,997
Self storage facility acquisitions		92,775		92,775		—		—		—
Total	$	982,062	$	145,453	$	203,092	$	90,688	$	542,829

Interest payments include actual interest on fixed rate debt and estimated interest for floating-rate debt based on December 31, 2013 rates. Interest rate swap payments include estimated net settlements of swap liabilities based on forecasted variable rates.

At December 31, 2013, the Company was under contract to acquire seven self-storage facilities for approximately $92.8 million. Six of the properties were acquired in January and February 2014 for $86.7 million. The purchase of the remaining facility by the Company is subject to customary conditions to closing, and there is no assurance that this facility will be acquired.

The Company has committed up to $2.5 million for a 16.7% limited partnership interest in an entity that is developing self storage facilities that will be managed by the Company. At December 31, 2013 none of the commitment has been funded.

ACQUISITION OF PROPERTIES

In 2013, we acquired 11 self storage facilities comprising 0.6 million square feet in Colorado (1), Connecticut (1), Florida (1), Massachusetts (1), New Jersey (2), New York (3), and Texas (2) for a total purchase price of $94.9 million. Based on the trailing financials of the entities from which the properties were acquired, the weighted average capitalization rate was 4.8% on these purchases and ranged from 2.3% to 6.5%. In addition to the properties acquired, in November 2013 the Company entered into lease agreements with respect to four self storage facilities in New York (2) and Connecticut (2). Such leases have annual lease payments of $6 million with a provision for 4% annual increases, and an exclusive option to purchase the facilities for $120 million. In 2012, we acquired 28 self storage facilities comprising 2.2 million square feet in Arizona (1), Florida (8), Georgia (5), Illinois (9), North Carolina (1), Texas (3), and Virginia (1) for a total purchase price of $189.1 million. In 2011, we acquired 29 self storage facilities comprising 2.0 million square feet in New Jersey (3), Florida (1), Georgia (1), Missouri (1), Texas (22), and Virginia (1) for a total purchase price of $155.1 million.

34

FUTURE ACQUISITION AND DEVELOPMENT PLANS

Our external growth strategy is to increase the number of facilities we own by acquiring suitable facilities in markets in which we already have operations, or to expand into new markets by acquiring several facilities at once in those new markets. We are actively pursuing acquisitions in 2014 and at December 31, 2013 we had seven properties under contract to be purchased for $92.8 million. Six of the properties were acquired in January and February 2014.

During 2013, we added 295,000 square feet to existing Properties and converted 9,000 square feet to premium storage for a total cost of approximately $17.9 million. During 2012, we added 372,000 square feet to existing Properties, and converted 35,000 square feet to premium storage for a total cost of approximately $22.5 million. In 2011, we added 118,000 square feet to existing Properties, and converted 2,000 square feet to premium storage for a total cost of approximately $7.2 million. In 2011, 2012, and 2013 we also installed solar panels at 13 locations for a total cost of approximately $3.3 million. Although we do not expect to construct any new facilities in 2014, we do plan to complete approximately $30 million in expansions and enhancements to existing facilities of which $8.2 million was paid prior to December 31, 2013.

In 2013, the Company spent approximately $13.7 million for recurring capitalized expenditures including roofing, paving, and office renovations. We expect to spend $17.1 million in 2014 on similar capital expenditures.

DISPOSITION OF PROPERTIES

During 2013, we sold four non-strategic storage facilities in Florida, Ohio, and Virginia for net proceeds of approximately $11.7 million resulting in a gain of approximately $2.4 million. During 2012, we sold 17 non-strategic storage facilities in Maryland, Michigan, and Texas for net proceeds of approximately $47.7 million resulting in a gain of approximately $4.5 million. During 2010 we sold ten non-strategic storage facilities located in Georgia, Michigan, North Carolina and Virginia for net cash proceeds of $23.7 million resulting in a gain of $6.9 million.

We may seek to sell additional Properties to third parties or joint venture partners in 2014.

OFF-BALANCE SHEET ARRANGEMENTS

Our off-balance sheet arrangements consist of our investment in two self storage joint ventures in which we have a 20% and 15% ownership, as well as our investment in the entity that owns the building that houses our corporate office in which we have a 49% ownership. We account for these real estate entities under the equity method. The debt held by the unconsolidated real estate entity is secured by the real estate owned by these entities, and is non-recourse to us. See Note 12 to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K.

REIT QUALIFICATION AND DISTRIBUTION REQUIREMENTS

As a REIT, we are not required to pay federal income tax on income that we distribute to our shareholders, provided that we satisfy certain requirements, including distributing at least 90% of our REIT taxable income for a taxable year. These distributions must be made in the year to which they relate, or in the following year if declared before we file our federal income tax return, and if they are paid not later than the date of the first regular dividend of the following year.

As a REIT, we must derive at least 95% of our total gross income from income related to real property, interest and dividends. In 2013, our percentage of revenue from such sources was approximately 97%, thereby passing the 95% test, and no special measures are expected to be required to enable us to maintain our REIT designation. Although we currently intend to operate in a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke our REIT election.

35

INTEREST RATE RISK

The primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

We have entered into interest rate swap agreements in order to mitigate the effects of fluctuations in interest rates on our variable rate debt. Upon renewal or replacement of the credit facility, our total interest may change dependent on the terms we negotiate with the lenders; however, the LIBOR base rates have been contractually fixed on $325 million of our debt through the interest rate swap termination dates. See Note 8 to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K.

Through September 2018, $325 million of our $374 million of floating rate unsecured debt is on a fixed rate basis after taking into account our interest rate swap agreements. Based on our outstanding unsecured floating rate debt of $374 million at December 31, 2013, a 100 basis point increase in interest rates would have a $0.5 million effect on our interest expense. These amounts were determined by considering the impact of the hypothetical interest rates on our borrowing cost and our interest rate hedge agreements in effect on December 31, 2013. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

INFLATION

We do not believe that inflation has had or will have a direct effect on our operations. Substantially all of the leases at the facilities are on a month-to-month basis which provides us with the opportunity to increase rental rates as each lease matures.

SEASONALITY

Our revenues typically have been higher in the third and fourth quarters, primarily because self-storage facilities tend to experience greater occupancy during the late spring, summer and early fall months due to the greater incidence of residential moves and college student activity during these periods. However, we believe that our customer mix, diverse geographic locations, rental structure and expense structure provide adequate protection against undue fluctuations in cash flows and net revenues during off-peak seasons. Thus, we do not expect seasonality to affect materially distributions to shareholders.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required is incorporated by reference to the information appearing under the caption “Interest Rate Risk” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

36

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Sovran Self Storage, Inc.

We have audited the accompanying consolidated balance sheets of Sovran Self Storage, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sovran Self Storage, Inc. at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sovran Self Storage, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 27, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Buffalo, New York

February 27, 2014

37

SOVRAN SELF STORAGE, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
(dollars in thousands, except share data)	2013			2012
Assets
Investment in storage facilities:
Land	$	312,053		$	297,648
Building, equipment, and construction in progress		1,552,584			1,444,706
		1,864,637			1,742,354
Less: accumulated depreciation		(366,472	)		(324,963	)
Investment in storage facilities, net		1,498,165			1,417,391
Cash and cash equivalents		9,524			7,255
Accounts receivable		5,119			3,437
Receivable from unconsolidated joint ventures		883			856
Investment in unconsolidated joint ventures		30,391			34,255
Prepaid expenses		5,978			4,934
Fair value of interest rate swap agreements		794			—
Other assets		11,021			6,676
Net assets of discontinued operations		—			9,506
Total Assets	$	1,561,875		$	1,484,310
Liabilities
Line of credit	$	49,000		$	105,000
Term notes		575,000			575,000
Accounts payable and accrued liabilities		37,741			36,564
Deferred revenue		6,708			6,388
Fair value of interest rate swap agreements		7,523			15,707
Mortgages payable		2,254			4,251
Total Liabilities		678,226			742,910
Noncontrolling redeemable Operating Partnership Units at redemption value		12,940			12,670
Shareholders’ Equity
Common stock $.01 par value, 100,000,000 shares authorized, 32,532,991 shares outstanding at December 31, 2013 (30,446,620 at December 31, 2012)		337			316
Additional paid-in capital		1,066,399			943,604
Dividends in excess of net income		(162,450	)		(172,773	)
Accumulated other comprehensive loss		(6,402	)		(15,242	)
Treasury stock at cost, 1,171,886 shares		(27,175	)		(27,175	)
Total Shareholders’ Equity		870,709			728,730
Total Liabilities and Shareholders’ Equity	$	1,561,875		$	1,484,310

See notes to consolidated financial statements.

38

SOVRAN SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
(dollars in thousands, except per share data)	2013			2012			2011
Revenues
Rental income	$	253,384		$	217,906		$	188,371
Other operating income		20,123			16,176			12,489
Total operating revenues		273,507			234,082			200,860
Expenses
Property operations and maintenance		61,316			55,163			51,793
Real estate taxes		26,496			22,076			19,185
General and administrative		34,939			32,313			25,986
Acquisition costs		3,129			4,328			3,278
Impairment loss		—			—			1,047
Operating leases of storage facilities		1,331			—			—
Depreciation and amortization		45,233			40,542			34,836
Total operating expenses		172,444			154,422			136,125
Income from operations		101,063			79,660			64,735
Other income (expenses)
Interest expense		(32,000	)		(33,166	)		(38,549	)
Interest income		40			4			83
Casualty loss		—			—			(126	)
Gain on sale of real estate		421			687			1,511
Equity in income (losses) of joint ventures		1,948			936			(340	)
Income from continuing operations		71,472			48,121			27,314
Income from discontinued operations (including a gain on disposal of $2,431 in 2013 and $4,498 in 2012)		3,123			7,520			4,215
Net income		74,595			55,641			31,529
Net income attributable to noncontrolling interest		(469	)		(513	)		(937	)
Net income attributable to common shareholders	$	74,126		$	55,128		$	30,592
Earnings per common share attributable to common shareholders - basic
Continuing operations	$	2.27		$	1.62		$	0.96
Discontinued operations		0.10			0.26			0.15
Earnings per share - basic	$	2.37		$	1.88		$	1.11
Earnings per common share attributable to common shareholders - diluted
Continuing operations	$	2.26		$	1.61		$	0.95
Discontinued operations		0.10			0.26			0.15
Earnings per share - diluted	$	2.36		$	1.87		$	1.10

See notes to consolidated financial statements.

39

SOVRAN SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31,
(dollars in thousands, except per share data)	2013			2012			2011
Net income	$	74,595		$	55,641		$	31,529
Other comprehensive income:
Change in fair value of derivatives net of reclassification to interest expense		8,840			(4,987	)		(1	)
Total comprehensive income		83,435			50,654			31,528
Comprehensive income attributable to noncontrolling interest		(525	)		(467	)		(937	)
Comprehensive income attributable to common shareholders	$	82,910		$	50,187		$	30,591

See notes to consolidated financial statements.

40

SOVRAN SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands, except share data)	Common Stock Shares		Common Stock		Additional Paid-in Capital			Dividends in Excess of Net Income			Accumulated Other Comprehensive Income (loss)			Treasury Stock			Total Shareholders’ Equity
Balance January 1, 2011		27,650,829	$	288	$	816,986		$	(148,264	)	$	(10,254	)	$	(27,175	)	$	631,581
Net proceeds from the issuance of common stock		1,166,875		12		46,022			—			—			—			46,034
Exercise of stock options		28,050		—		728			—			—			—			728
Issuance of non-vested stock		106,602		1		616			—			—			—			617
Earned portion of non-vested stock		—		—		1,492			—			—			—			1,492
Stock option expense		—		—		302			—			—			—			302
Deferred compensation outside directors		—		—		239			—			—			—			239
Carrying value less than redemption value on redeemed noncontrolling interest		—		—		(3,918	)		—			—			—			(3,918	)
Adjustment to redemption value of noncontrolling redeemable Operating Partnership Units		—		—		—			(2,227	)		—			—			(2,227	)
Net income attributable to common shareholders		—		—		—			30,592			—			—			30,592
Change in fair value of derivatives		—		—		—			—			(1	)		—			(1	)
Dividends		—		—		—			(49,900	)		—			—			(49,900	)
Balance December 31, 2011		28,952,356	$	301	$	862,467		$	(169,799	)	$	(10,255	)	$	(27,175	)	$	655,539
Net proceeds from the issuance of common stock		1,400,931		14		75,192			—			—			—			75,206
Exercise of stock options		91,520		1		3,735			—			—			—			3,736
Issuance of non-vested stock		1,813		—		—			—			—			—			—
Earned portion of non-vested stock		—		—		2,392			—			—			—			2,392
Stock option expense		—		—		280			—			—			—			280
Deferred compensation outside directors		—		—		122			—			—			—			122
Carrying value less than redemption value on redeemed noncontrolling interest		—		—		(584	)		—			—			—			(584	)
Adjustment to redemption value of noncontrolling redeemable Operating Partnership Units		—		—		—			(5,088	)		—			—			(5,088	)
Net income attributable to common shareholders		—		—		—			55,128			—			—			55,128
Change in fair value of derivatives		—		—		—			—			(4,987	)		—			(4,987	)
Dividends		—		—		—			(53,014	)		—			—			(53,014	)
Balance December 31, 2012		30,446,620	$	316	$	943,604		$	(172,773	)	$	(15,242	)	$	(27,175	)	$	728,730
Net proceeds from the issuance of common stock		1,667,819		17		107,810			—			—			—			107,827
Net proceeds from the issuance of common stock through Dividend Reinvestment Plan		68,957		1		4,677			—			—			—			4,678
Exercise of stock options		160,515		1		7,016			—			—			—			7,017
Issuance of non-vested stock		189,080		2		(2	)		—			—			—			—
Earned portion of non-vested stock		—		—		2,876			—			—			—			2,876
Stock option expense		—		—		301			—			—			—			301
Deferred compensation outside directors		—		—		118			—			—			—			118
Carrying value less than redemption value on redeemed noncontrolling interest		—		—		(1	)		—			—			—			(1	)
Adjustment to redemption value of noncontrolling redeemable Operating Partnership Units		—		—		—			(524	)		—			—			(524	)
Net income attributable to common shareholders		—		—		—			74,126			—			—			74,126
Change in fair value of derivatives		—		—		—			—			8,840			—			8,840
Dividends		—		—		—			(63,279	)		—			—			(63,279	)
Balance December 31, 2013		32,532,991	$	337	$	1,066,399		$	(162,450	)	$	(6,402	)	$	(27,175	)	$	870,709

See notes to consolidated financial statements

41

SOVRAN SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(dollars in thousands)	2013			2012			2011
Operating Activities
Net income	$	74,595		$	55,641		$	31,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		45,546			41,679			36,578
Amortization of deferred financing fees		834			836			1,184
Gain on sale of storage facilities		(2,431	)		(4,498	)		—
Gain on sale of real estate		(421	)		(687	)		(1,511	)
Casualty loss		—			—			126
Impairment loss		—			—			1,047
Equity in (income) losses of joint ventures		(1,948	)		(936	)		340
Distributions from unconsolidated joint venture		2,630			2,184			944
Non-vested stock earned		2,994			2,513			1,492
Stock option expense		301			280			302
Changes in assets and liabilities (excluding the effects of acquisitions):
Accounts receivable		(1,659	)		(451	)		(523	)
Prepaid expenses		(810	)		(977	)		434
Advances to joint ventures		(27	)		(242	)		(413	)
Accounts payable and other liabilities		1,079			4,240			7,988
Deferred revenue		(37	)		(820	)		380
Net cash provided by operating activities		120,646			98,762			79,897
Investing Activities
Acquisition of storage facilities		(94,759	)		(186,870	)		(150,444	)
Improvements, equipment additions, and construction in progress		(33,889	)		(36,845	)		(28,064	)
Net proceeds from the sale of storage facilities		11,741			47,698			—
Net proceeds from the sale of real estate		4,866			3,298			2,019
Casualty insurance proceeds received		—			626			588
Investment in unconsolidated joint ventures		(4,237	)		(3,571	)		(13,571	)
Return of capital from unconsolidated joint ventures		7,360			—			—
Property deposits		(5,427	)		—			(407	)
Net cash used in investing activities		(114,345	)		(175,664	)		(189,879	)
Financing Activities
Net proceeds from sale of common stock		119,522			78,943			47,001
Proceeds from line of credit		152,000			154,000			198,000
Proceeds from term notes		325,000			—			325,000
Repayment of line of credit		(208,000	)		(95,000	)		(162,000	)
Repayment of term notes		(325,000	)		—			(150,000	)
Financing costs		(1,554	)		—			(4,146	)
Dividends paid - common stock		(63,279	)		(53,014	)		(49,900	)
Distributions to noncontrolling interest holders		(402	)		(549	)		(1,177	)
Redemption of operating partnership units		(322	)		(7,372	)		—
Additional investment in Locke Sovran II LLC		—			—			(14,199	)
Mortgage principal payments		(1,997	)		(172	)		(77,042	)
Net cash (used in) provided by financing activities		(4,032	)		76,836			111,537
Net increase (decrease) in cash		2,269			(66	)		1,555
Cash at beginning of period		7,255			7,321			5,766
Cash at end of period	$	9,524		$	7,255		$	7,321
Supplemental cash flow information
Cash paid for interest, net of interest capitalized	$	32,909		$	32,402		$	35,134

See notes to consolidated financial statements.

42

SOVRAN SELF STORAGE, INC. - DECEMBER 31, 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Sovran Self Storage, Inc. (the “Company,” “We,” “Our,” or “Sovran”), a self-administered and self-managed real estate investment trust (a “REIT”), was formed on April 19, 1995 to own and operate self-storage facilities throughout the United States. On June 26, 1995, the Company commenced operations effective with the completion of its initial public offering. At December 31, 2013, we had an ownership interest in, lease, and/or manage 478 self-storage properties in 25 states under the name Uncle Bob’s Self Storage ^®. Among our 478 self-storage properties are 25 properties that we manage for an unconsolidated joint venture (Sovran HHF Storage Holdings LLC) of which we are a 20% owner, 30 properties that we manage for an unconsolidated joint venture (Sovran HHF Storage Holdings II LLC) of which we are a 15% owner, and 22 properties that we manage and have no ownership interest, and four properties we lease. Approximately 40% of the Company’s revenue is derived from stores in the states of Texas and Florida.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: All of the Company’s assets are owned by, and all its operations are conducted through, Sovran Acquisition Limited Partnership (the “Operating Partnership”). Sovran Holdings, Inc., a wholly-owned subsidiary of the Company (the “Subsidiary”), is the sole general partner of the Operating Partnership; the Company is a limited partner of the Operating Partnership, and through its ownership of the Subsidiary and its limited partnership interest controls the operations of the Operating Partnership, holding a 99.4% ownership interest therein as of December 31, 2013. The remaining ownership interests in the Operating Partnership (the “Units”) are held by certain former owners of assets acquired by the Operating Partnership subsequent to its formation.

We consolidate all wholly owned subsidiaries. Partially owned subsidiaries and joint ventures are consolidated when we control the entity. Our consolidated financial statements include the accounts of the Company, the Operating Partnership, Uncle Bob’s Management, LLC (the Company’s taxable REIT subsidiary), Locke Sovran I, LLC (a wholly-owned subsidiary), and Locke Sovran II, LLC (a wholly-owned subsidiary). All intercompany transactions and balances have been eliminated. Investments in joint ventures that we do not control but for which we have significant influence over are accounted for using the equity method.

On June 30, 2011, the Company entered into a newly formed joint venture agreement with an owner of a self-storage facility in New Jersey (West Deptford JV LLC). As part of the agreement the Company contributed $4.2 million to the joint venture for a $2.8 million mortgage note at 8%, a 20% common interest, and a $1.4 million preferred interest with an 8% preferred return. The Company had concluded that this joint venture is a variable interest entity pursuant to the guidance in FASB ASC Topic 810, “Consolidation” on the basis that the total equity investment in the joint venture is not sufficient to permit the joint venture to finance its activities without additional subordinated financial support from its investors. On February 5, 2013 the Company entered into a Membership Interest Purchase Agreement to sell its common and preferred interests in West Deptford JV LLC to the other joint venture partner for approximately $1.4 million, resulting in a gain of $0.4 million. Simultaneous with this transaction the joint venture partner also repaid the $2.8 million mortgage note held by the Company. As a result of these transactions the Company no longer holds any ownership interest in this joint venture.

Included in the consolidated balance sheets are noncontrolling redeemable operating partnership units. These interests are presented in the “mezzanine” section of the consolidated balance sheet because they do not meet the functional definition of a liability or equity under current accounting literature. These represent the outside ownership interests of the limited partners in the Operating Partnership. At December 31, 2013, there were 198,913 noncontrolling redeemable operating partnership Units outstanding (204,028 at December 31, 2012). These unitholders are entitled to receive distributions per unit equivalent to the dividends declared per share on the Company’s common stock. The Operating Partnership is obligated to redeem each of these limited partnership Units in the Operating Partnership at the request of the holder thereof for cash equal to the fair market value of a share of the Company’s common stock, at the time of such redemption, provided that the Company at its option may elect to acquire any such Unit presented for

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redemption for one common share or cash. The Company accounts for these noncontrolling redeemable Operating Partnership Units under the provisions of EITF D-98, “Classification and Measurement of Redeemable Securities” which are included in FASB ASC Topic 480-10-S99. The application of the FASB ASC Topic 480-10-S99 accounting model requires the noncontrolling interest to follow normal noncontrolling interest accounting and then be marked to redemption value at the end of each reporting period if higher (but never adjusted below that normal noncontrolling interest accounting amount). The offset to the adjustment to the carrying amount of the noncontrolling redeemable Operating Partnership Units is reflected in dividends in excess of net income. Accordingly, in the accompanying consolidated balance sheet, noncontrolling redeemable Operating Partnership Units are reflected at redemption value at December 31, 2013 and 2012, equal to the number of Units outstanding multiplied by the fair market value of the Company’s common stock at that date. Redemption value exceeded the value determined under the Company’s historical basis of accounting at those dates.

(Dollars in thousands)	2013			2012
Beginning balance noncontrolling redeemable Operating Partnership Units	$	12,670		$	14,466
Redemption of Operating Partnership Units		(322	)		(7,432	)
Redemption value in excess of carrying value		1			584
Net income attributable to noncontrolling interests - consolidated joint venture		469			513
Distributions		(402	)		(549	)
Adjustment to redemption value		524			5,088
Ending balance noncontrolling redeemable Operating Partnership Units	$	12,940		$	12,670

Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash and cash equivalents include $34,000 and $33,000 held in escrow for encumbered properties at December 31, 2013 and 2012, respectively.

Accounts Receivable: Accounts receivable are composed of trade and other receivables recorded at billed amounts and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable uncollectible amounts in the Company’s existing accounts receivable. The Company determines the allowance based on a number of factors, including experience, credit worthiness of customers, and current market and economic conditions. The Company reviews the allowance for doubtful accounts on a regular basis. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts is recorded as a reduction of accounts receivable and amounted to $0.4 million, $0.4 million and $0.5 million at December 31, 2013, 2012 and 2011, respectively.

Revenue and Expense Recognition: Rental income is recognized when earned pursuant to month-to-month leases for storage space. Promotional discounts are recognized as a reduction to rental income over the promotional period, which is generally during the first month of occupancy. Rental income received prior to the start of the rental period is included in deferred revenue. Equity in earnings of real estate joint ventures that we have significant influence over is recognized based on our ownership interest in the earnings of these entities.

Cost of operations, general and administrative expense, interest expense and advertising costs are expensed as incurred. For the years ended December 31, 2013, 2012, and 2011, advertising costs were $5.4 million, $4.6 million, and $3.2 million, respectively. The Company accrues property taxes based on estimates and historical trends. If these estimates are incorrect, the timing and amount of expense recognition would be affected.

Other Operating Income: Consists primarily of sales of storage-related merchandise (locks and packing supplies), insurance commissions, incidental truck rentals, and management and acquisition fees from unconsolidated joint ventures.

Investment in Storage Facilities: Storage facilities are recorded at cost. The purchase price of acquired facilities is allocated to land, land improvements, building, equipment, and in-place customer leases based on the fair value of each component. The fair values of land are determined based upon comparable market sales

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information. The fair values of buildings are determined based upon estimates of current replacement costs adjusted for depreciation on the properties. For the years ended December 31, 2013, 2012, and 2011, $3.1 million, $4.3 million and $3.3 million of acquisition related costs were incurred and expensed, respectively.

Depreciation is computed using the straight-line method over estimated useful lives of forty years for buildings and improvements, and five to twenty years for furniture, fixtures and equipment. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Interest and other costs incurred during the construction period of major expansions are capitalized. Capitalized interest during the years ended December 31, 2013, 2012, and 2011 was $0.1 million, $0.1 million and $0.1 million, respectively. Repair and maintenance costs are expensed as incurred.

Whenever events or changes in circumstances indicate that the basis of the Company’s property may not be recoverable, the Company’s policy is to assess any impairment of value. Impairment is evaluated based upon comparing the sum of the expected undiscounted future cash flows to the carrying value of the property, on a property by property basis. If the sum of the undiscounted cash flow is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. At December 31, 2013 and 2012, no assets had been determined to be impaired under this policy. At December 31, 2011, the Company determined that a building was impaired due to a structural deficiency. The Company recorded an impairment charge of $1.0 million in 2011 related to the write-off of the building value.

Other Assets: Included in other assets are net loan acquisition costs, property deposits, and the value placed on in-place customer leases at the time of acquisition. The loan acquisition costs were $6.3 million and $5.9 million at December 31, 2013, and 2012, respectively. Accumulated amortization on the loan acquisition costs was approximately $2.0 million and $2.3 million at December 31, 2013, and 2012, respectively. Loan acquisition costs are amortized over the terms of the related debt. Property deposits at December 31, 2013 and 2012 were $5.6 million and $0.2 million, respectively.

The Company allocates a portion of the purchase price of acquisitions to in-place customer leases. The methodology used to determine the fair value of in-place customer leases is disclosed in Note 9. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period).

Amortization expense related to financing fees was $0.8 million, $0.8 million and $1.2 million for the periods ended December 31, 2013, 2012 and 2011, respectively.

Investment in Unconsolidated Joint Ventures: The Company’s investment in unconsolidated joint ventures, where the Company has significant influence, but not control and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment in unconsolidated joint ventures is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings of unconsolidated joint ventures is generally recognized based on the Company’s ownership interest in the earnings of each of the unconsolidated joint ventures. For the purposes of presentation in the statement of cash flows, the Company follows the “look through” approach for classification of distributions from joint ventures. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the joint venture’s sale of assets), in which case it is reported as an investing activity.

Accounts Payable and Accrued Liabilities: Accounts payable and accrued liabilities consists primarily of trade payables, accrued interest, and property tax accruals. The Company accrues property tax expense based on estimates and historical trends. Actual expense could differ from these estimates.

Income Taxes: The Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended, and will generally not be subject to corporate income taxes to the extent it distributes its taxable income to its shareholders and complies with certain other requirements.

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The Company has elected to treat one of its subsidiaries as a taxable REIT subsidiary. In general, the Company’s taxable REIT subsidiary may perform additional services for tenants and generally may engage in certain real estate or non-real estate related business. A taxable REIT subsidiary is subject to corporate federal and state income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities.

For the years ended December 31, 2013, 2012 and 2011, the Company recorded federal and state income tax expense of $0.9 million, $1.3 million and $1.5 million, respectively. The 2013 income tax expense includes current expense of $1.0 million and deferred tax benefit of $0.1 million. At December 31, 2013 and 2012, there were no material unrecognized tax benefits. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of December 31, 2013 and 2012, the Company had no interest or penalties related to uncertain tax provisions. Net income taxes payable and the deferred tax liability of our taxable REIT subsidiary are classified within accounts payable and accrued liabilities in the consolidated balance sheet. As of December 31, 2013, the Company’s taxable REIT subsidiary has current prepaid taxes of $0.3 million and a deferred tax liability of $0.9 million. As of December 31, 2012, the Company’s taxable REIT subsidiary had current prepaid taxes of $0.4 million and a deferred tax liability of $1.0 million.

Derivative Financial Instruments: The Company accounts for derivatives in accordance with ASC Topic 815 “Derivatives and Hedging”, which requires companies to carry all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives using an income approach. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments is limited to cash flow hedges of certain interest rate risks.

Recent Accounting Pronouncements: In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company’s fiscal years, and interim periods within those years beginning after December 15, 2012. The Company adopted ASU No. 2013-02 in 2013. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated financial statements.

Stock-Based Compensation: The Company accounts for stock-based compensation under the provisions of ASC Topic 718, “Compensation - Stock Compensation”. The Company recognizes compensation cost in its financial statements for all share based payments granted, modified, or settled during the period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the related vesting period.

The Company recorded compensation expense (included in general and administrative expense) of $301,000, $280,000 and $302,000 related to stock options and $2.9 million, $2.4 million and $1.5 million related to amortization of non-vested stock grants for the years ended December 31, 2013, 2012 and 2011, respectively. The Company uses the Black-Scholes Merton option pricing model to estimate the fair value of stock options granted subsequent to the adoption of ASC Topic 718. The application of this pricing model involves assumptions that are judgmental and sensitive in the determination of compensation expense. The weighted average for key assumptions used in determining the fair value of options granted during 2013 follows:

	Weighted Average
Expected life (years)		4.50
Risk free interest rate		0.91	%
Expected volatility		32.20	%
Expected dividend yield		3.15	%
Fair value	$	13.95

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The weighted-average fair value of options granted during the years ended December 31, 2012 and 2011, were $12.40 and $10.09, respectively.

To determine expected volatility, the Company uses historical volatility based on daily closing prices of its Common Stock over periods that correlate with the expected terms of the options granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the expected life of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected life of stock options is based on the midpoint between the vesting date and the end of the contractual term.

During 2013 and 2011, the Company issued performance based non-vested stock to certain executives. The fair value for the performance based non-vested shares granted in 2013 and 2011 was estimated at the time the shares were granted using a Monte Carlo pricing model applying the following assumptions:

	2013			2011
Expected life (years)		3.0			2.1
Risk free interest rate		0.64	%		0.28	%
Expected volatility		24.78	%		30.75	%
Fair value	$	35.32		$	28.66

The Monte Carlo pricing model was not used to value any other 2013, 2012 and 2011 non-vested shares granted as no market conditions were present in these awards. The value of these other non-vested shares was equal to the stock price on the date of grant.

Reclassification: Certain amounts from the 2012 and 2011 financial statements have been reclassified as a result of the sale of four storage facilities in 2013 that have been reclassified as discontinued operations.

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

3. EARNINGS PER SHARE

The Company reports earnings per share data in accordance ASC Topic 260, “Earnings Per Share.” Effective January 1, 2009, FASB ASC Topic 260 was updated for the issuance of FASB Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, or FSP EITF 03-6-1, with transition guidance included in FASB ASC Topic 260-10-65-2. Under FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. The Company has calculated its basic and diluted earnings per share using the two-class method. The following table sets forth the computation of basic and diluted earnings per common share utilizing the two-class method.

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	Year Ended December 31,
(Amounts in thousands, except per share data)	2013		2012		2011
Numerator:
Net income from continuing operations attributable to common shareholders	$	71,023	$	47,677	$	26,427
Denominator:
Denominator for basic earnings per share - weighted average shares		31,297		29,358		27,674
Effect of Dilutive Securities:
Stock options and non-vested stock		156		131		51
Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversion		31,453		29,489		27,725
Basic Earnings per Common Share from continuing operations attributable to common shareholders	$	2.27	$	1.62	$	0.96
Basic Earnings per Common Share attributable to common shareholders	$	2.37	$	1.88	$	1.11
Diluted Earnings per Common Share from continuing operations attributable to common shareholders	$	2.26	$	1.61	$	0.95
Diluted Earnings per Common Share attributable to common shareholders	$	2.36	$	1.87	$	1.10

Not included in the effect of dilutive securities above are 2,000 stock options and 112,664 unvested restricted shares for the year ended December 31, 2013; and 31,375 stock options and 121,711 unvested restricted shares for the year ended December 31, 2012; and 305,468 stock options and 157,903 unvested restricted shares for the year ended December 31, 2011, because their effect would be antidilutive.

4. INVESTMENT IN STORAGE FACILITIES

The following summarizes activity in storage facilities during the years ended December 31, 2013 and December 31, 2012.

(Dollars in thousands)	2013			2012
Cost:
Beginning balance	$	1,742,354		$	1,525,283
Acquisition of storage facilities		93,376			185,431
Improvements and equipment additions		32,241			42,269
Increase (decrease) in construction in progress		1,570			(6,031	)
Dispositions and impairments		(4,904	)		(4,598	)
Ending balance	$	1,864,637		$	1,742,354
Accumulated Depreciation:
Beginning balance	$	324,963		$	289,082
Additions during the year		41,929			37,226
Dispositions and impairments		(420	)		(1,345	)
Ending balance	$	366,472		$	324,963

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The assets and liabilities of the acquired storage facilities, which primarily consist of tangible and intangible assets, are measured at fair value on the date of acquisition in accordance with the principles of FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” During 2013 and 2012, the Company acquired 11 and 28 self-storage facilities, respectively, and the purchase price of the facilities was assigned as follows:

(dollars in thousands)							Consideration paid							Acquisition Date Fair Value
State	Number of Properties		Date of Acquisition		Purchase Price		Cash Paid		Loan Assumed		Net Other Liabilities (Assets)			Land		Building, Equipment, and Improvements		In-Place Customers Leases		Closing Costs Expensed
2013
Texas		1		2/11/2013	$	2,400	$	2,382	$	—	$	18		$	337	$	2,005	$	58	$	125
New York		1		3/22/2013		11,050		11,119		—		(69	)		2,122		8,736		192		244
Massachusetts		1		3/22/2013		8,850		8,848		—		2			1,553		7,186		111		141
New York		2		8/29/2013		22,000		21,985		—		15			3,320		18,378		302		466
Colorado		1		9/30/2013		5,940		5,859		—		81			628		5,201		111		167
New Jersey		1		11/26/2013		8,535		8,499		—		36			1,843		6,544		148		249
Florida		1		12/4/2013		6,300		6,231		—		69			868		5,306		126		153
Texas		1		12/27/2013		6,900		6,873		—		27			1,547		5,226		127		337
Connecticut		1		12/30/2013		10,160		10,209		—		(49	)		1,174		8,817		169		196
New Jersey		1		12/30/2013		12,765		12,754		—		11			1,639		10,946		180		359
Total acquired 2013		11			$	94,900	$	94,759	$	—	$	141		$	15,031	$	78,345	$	1,524	$	2,437
Leased stores (CT, NY)		4		11/1/2013		—		—		—		—			—		—		—		692
Total acquired or leased		15			$	94,900	$	94,759	$	—	$	141		$	15,031	$	78,345	$	1,524	$	3,129
2012
Florida		1		5/16/2012	$	15,340	$	15,163	$	—	$	177		$	2,960	$	12,077	$	303	$	457
Illinois		2		6/6/2012		20,750		20,304		—		446			3,871		16,486		393		420
Virginia		1		6/20/2012		6,920		6,884		—		36			911		5,862		147		196
Georgia		1		7/18/2012		8,500		8,442		—		58			1,560		6,766		174		49
Florida		3		9/18/2012		15,957		15,749		—		208			2,176		13,461		320		328
Georgia		4		9/18/2012		26,883		26,856		—		27			4,438		22,110		335		487
North Carolina		1		9/19/2012		7,400		7,374		—		26			2,337		4,900		163		221
Illinois		1		9/27/2012		4,435		4,365		—		70			1,213		3,129		93		143
Illinois		1		12/10/2012		7,100		6,939		—		161			1,051		5,893		156		221
Arizona		1		12/18/2012		4,650		4,639		—		11			910		3,657		83		83
Illinois		4		12/20/2012		32,250		31,747		—		503			7,080		24,589		581		598
Forida		4		12/21/2012		21,407		21,278		—		129			4,805		16,052		550		607
Texas		3		12/27/2012		14,050		13,956		—		94			2,652		11,091		307		425
Illnois		1		12/31/2012		3,450		3,404		—		46			268		3,126		56		93
Total acquired 2012		28			$	189,092	$	187,100	$	—	$	1,992		$	36,232	$	149,199	$	3,661	$	4,328

All of the properties acquired in 2013 and 2012 were purchased from unrelated third parties. The operating results of the acquired facilities have been included in the Company’s operations since the respective acquisition dates.

The Company measures the fair value of in-place customer lease intangible assets based on the Company’s experience with customer turnover. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period). In-place customer leases are included in other assets on the Company’s balance sheet as follows:

(Dollars in thousands)	2013			2012
In-place customer leases	$	14,643		$	13,228
Accumulated amortization		(13,551	)		(10,337	)
Net carrying value at December 31,	$	1,092		$	2,891

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Amortization expense related to in-place customer leases was $3.3 million, $3.3 million, and $1.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. Amortization expense in 2014 is expected to be $1.1 million.

5. DISCONTINUED OPERATIONS

In the 4^th quarter of 2013, the Company sold four non-strategic storage facilities in Florida (2), Ohio (1), and Virginia (1) for net proceeds of approximately $11.7 million resulting in a gain of approximately $2.4 million. In 2012, the Company sold 17 non-strategic storage facilities in Maryland (1), Michigan (4), and Texas (12) for net proceeds of approximately $47.7 million resulting in a gain of approximately $4.5 million. The operations of these facilities and the loss or gain on sale are reported as discontinued operations. Cash flows of discontinued operations have not been segregated from the cash flows of continuing operations on the accompanying consolidated statement of cash flows for the years ended December 31, 2013, 2012 and 2011. The following is a summary of the amounts reported as discontinued operations:

	Year Ended December 31,
(dollars in thousands)	2013			2012			2011
Total revenue	$	1,726		$	7,069		$	10,295
Property operations and maintenance expense		(576	)		(2,189	)		(3,120	)
Real estate tax expense		(145	)		(721	)		(1,218	)
Depreciation and amortization expense		(313	)		(1,137	)		(1,742	)
Net realized gain (loss) on sale of property		2,431			4,498			—
Total income from discontinued operations	$	3,123		$	7,520		$	4,215

Income from continuing operations attributable to common shareholders was $71.0 million, $47.7 million and $26.4 million in 2013, 2012 and 2011, respectively. Income from discontinued operations attributable to common shareholders was $3.1 million, $7.5 million and $4.2 million in 2013, 2012 and 2011, respectively.

6. UNSECURED LINE OF CREDIT AND TERM NOTES

Borrowings outstanding on our unsecured line of credit and term notes are as follows:

(Dollars in thousands)	Dec. 31, 2013		Dec. 31, 2012
Revolving line of credit borrowings	$	49,000	$	105,000
Term note due September 4, 2013		—		20,000
Term note due September 4, 2013		—		80,000
Term note due April 13, 2016		150,000		150,000
Term note due August 3, 2018		—		225,000
Term note due June 4, 2020		225,000		—
Term note due June 4, 2020		100,000		—
Term note due August 5, 2021		100,000		100,000
Total term notes payable	$	575,000	$	575,000

On June 4, 2013, the Company entered into an amendment to its unsecured credit arrangements. As part of the amended agreement, the Company entered into a $225 million unsecured term note maturing June 4, 2020 bearing interest at LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.65%). The agreement also provides for a $175 million (expandable to $250 million) revolving line of credit bearing interest at a variable rate equal to LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.50%), and requires a 0.20% facility fee. The interest rate at December 31, 2013 on the Company’s available line of credit was approximately 1.67% (2.21% at December 31, 2012). At December 31, 2013, there was $125.3 million available on the unsecured line of credit net of outstanding letters of credit of $0.7 million and without considering the additional availability under the expansion feature. The revolving line of credit has a maturity date of June 4, 2018, but can be extended for two one-year periods at the Company’s option with the payment of an extension fee equal to 0.125% of the total line of credit commitment.

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In addition, on June 4, 2013, as part of the amendment to its unsecured credit arrangement, the Company secured an additional $100 million term note with a delayed draw feature that was used to fund the Company’s term notes that matured in September 2013. The delayed draw term note matures June 4, 2020 and bears interest at LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.65%).

In connection with the execution of the amendment to our unsecured credit agreement, it was determined that the borrowing capacity of each lender participating in the revolving line of credit exceeded their borrowing capacities prior to the amendment. As a result, unamortized deferred financing costs associated with the agreement prior to its amendment remain deferred and are being amortized to interest expense over the term of the newly amended agreement. Fees and other costs paid to execute the amendment relating to the revolving line of credit totaling $0.5 million were recorded as additional deferred financing costs and are being amortized to interest expense over the term of the newly amended agreement.

The Company paid $1.1 million in fees to lenders for their commitments under the unsecured term note portion of the newly amended agreement. These lenders’ commitments were determined to be a modification of their unsecured term note commitments prior to the amendment. Such costs were recorded as additional deferred financing costs and are being amortized to interest expense over the term of the newly amended agreement. In addition, previously unamortized deferred financing costs associated with the unsecured term note commitments prior to the amendment remain deferred and are being amortized to interest expense over the term of the newly amended agreement.

In 2011, the Company entered into a $100 million term note maturing August 5, 2021 bearing interest at a fixed rate of 5.54%. The interest rate on the term note increases to 7.29% if the notes are not rated by at least one rating agency, the credit rating on the notes is downgraded or if the Company’s credit rating is downgraded. The proceeds from this term note were used to fund acquisitions and investments in unconsolidated joint ventures.

The Company also maintains a $150 million unsecured term note maturing April 13, 2016 bearing interest at 6.38%. The interest rate on the $150 million unsecured term note increases to 8.13% if the notes are not rated by at least one rating agency, the credit rating on the notes is downgraded or the Company’s credit rating is downgraded.

The line of credit and term notes require the Company to meet certain financial covenants, measured on a quarterly basis, including prescribed leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness and limitations on dividend payouts. At December 31, 2013, the Company was in compliance with its debt covenants.

We believe that if operating results remain consistent with historical levels and levels of other debt and liabilities remain consistent with amounts outstanding at December 31, 2013 the entire availability on the line of credit could be drawn without violating our debt covenants.

The Company’s fixed rate term notes contain a provision that allows for the noteholders to call the debt upon a change of control of the Company at an amount that includes a make whole premium based on rates in effect on the date of the change of control.

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7. MORTGAGES PAYABLE AND DEBT MATURITIES

Mortgages payable at December 31, 2013 and 2012 consist of the following:

(dollars in thousands)	December 31, 2013		December 31, 2012
6.76% mortgage note due September 11, 2013, secured by 1 self-storage facility, repaid September 11, 2013		—		896
6.35% mortgage note due March 11, 2014, secured by 1 self-storage facility, repaid December 11, 2013		—		983
5.99% mortgage notes due May 1, 2026, secured by 1 self-storage facility with an aggregate net book value of $4.4 million, principal and interest paid monthly (effective interest rate 6.18%)		2,254		2,372
Total mortgages payable	$	2,254	$	4,251

The table below summarizes the Company’s debt obligations and interest rate derivatives at December 31, 2013. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate term notes and mortgage notes were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. These assumptions are considered Level 2 inputs within the fair value hierarchy as described in Note 9. The carrying values of our variable rate debt instruments approximate their fair values as these debt instruments bear interest at current market rates that approximate market participant rates. This is considered a Level 2 input within the fair value hierarchy. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company would realize in a current market exchange.

	Expected Maturity Date Including Discount
(dollars in thousands)	2014		2015		2016		2017		2018		Thereafter		Total		Fair Value
Line of credit - variable rate LIBOR + 1.5% (1.67% at December 31, 2013)		—		—		—		—	$	49,000		—	$	49,000	$	49,000
Notes Payable:
Term note - fixed rate 6.38%		—		—	$	150,000		—		—		—	$	150,000	$	168,565
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013)		—		—		—		—		—	$	225,000	$	225,000	$	225,000
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013)		—		—		—		—		—	$	100,000	$	100,000	$	100,000
Term note - fixed rate 5.54%		—		—		—		—		—	$	100,000	$	100,000	$	110,816
Mortgage notes - fixed rate 5.99%	$	126	$	134	$	142	$	151	$	160	$	1,541	$	2,254	$	2,310
Interest rate derivatives - asset		—		—		—		—		—		—		—	$	(794	)
Interest rate derivatives - liability		—		—		—		—		—		—		—	$	7,523

8. DERIVATIVE FINANCIAL INSTRUMENTS

Interest rate swaps are used to adjust the proportion of total debt that is subject to variable interest rates. The interest rate swaps require the Company to pay an amount equal to a specific fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The notional amounts are not exchanged. No other cash payments are made unless the contract is terminated prior to its maturity, in which case the contract would likely be settled for an amount equal to its fair value. The Company enters interest rate swaps with a number of major financial institutions to minimize counterparty credit risk.

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The interest rate swaps qualify and are designated as hedges of the amount of future cash flows related to interest payments on variable rate debt. Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value and the related gains or losses are deferred in shareholders’ equity as Accumulated Other Comprehensive Loss (“AOCL”). These deferred gains and losses are recognized in interest expense during the period or periods in which the related interest payments affect earnings. However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was deminimus in 2013, 2012, and 2011.

The Company has interest rate swap agreements in effect at December 31, 2013 as detailed below to effectively convert a total of $325 million of variable-rate debt to fixed-rate debt.

Notional Amount	Effective Date		Expiration Date		Fixed Rate Paid			Floating Rate Received
$125 Million		9/1/2011		8/1/18		2.3700	%		1 month LIBOR
$100 Million		12/30/11		12/29/17		1.6125	%		1 month LIBOR
$100 Million		9/4/13		9/4/18		1.3710	%		1 month LIBOR
$100 Million		12/29/17		11/29/19		3.9680	%		1 month LIBOR
$125 Million		8/1/18		6/1/20		4.1930	%		1 month LIBOR

The interest rate swap agreements are the only derivative instruments, as defined by FASB ASC Topic 815 “Derivatives and Hedging”, held by the Company. During 2013, 2012, and 2011, the net reclassification from AOCL to interest expense was $5.3 million, $4.9 million and $10.5 million, respectively, based on payments made under the swap agreements. Based on current interest rates, the Company estimates that payments under the interest rate swaps will be approximately $5.5 million in 2014. Payments made under the interest rate swap agreements will be reclassified to interest expense as settlements occur. The fair value of the swap agreements, including accrued interest, was an asset of $0.8 million and a liability of $7.5 million at December 31, 2013, and a liability of $15.7 million at December 31, 2012.

The Company agreements with its interest rate swap counterparties contain provisions pursuant to which the Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender. The interest rate swap agreements also incorporate other loan covenants of the Company. Failure to comply with the loan covenant provisions would result in the Company being in default on the interest rate swap agreements. As of December 31, 2013, the Company had not posted any collateral related to the interest rate swap agreements. If the Company had breached any of these provisions as of December 31, 2013, it could have been required to settle its obligations under the agreements at their net termination value of $6.7 million.

The changes in AOCL for the years ended December 31, 2013, 2012 and 2011 are summarized as follows:

(dollars in thousands)	Jan. 1, 2013 to Dec. 31, 2013			Jan. 1, 2012 to Dec. 31, 2012			Jan. 1, 2011 to Dec. 31, 2011
Accumulated other comprehensive loss beginning of period	$	(15,242	)	$	(10,255	)	$	(10,254	)
Realized loss reclassified from accumulated other comprehensive loss to interest expense		5,299			4,889			10,516
Unrealized gain (loss) from changes in the fair value of the effective portion of the interest rate swaps		3,541			(9,876	)		(10,517	)
Gain (loss) included in other comprehensive loss		8,840			(4,987	)		(1	)
Accumulated other comprehensive loss end of period	$	(6,402	)	$	(15,242	)	$	(10,255	)

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In August 2011, the Company repaid $150 million in variable rate term notes. In August 2011, the Company also terminated two interest rate swap agreements that were designated as hedges of forecasted interest payments on variable rate debt. Realized losses recognized in interest expense in 2011 include $5.5 million in costs to terminate the interest rate swaps. The cost approximated the fair market values of the swaps at the dates of termination. No interest rate swap terminations occurred in 2013 or 2012.

9. FAIR VALUE MEASUREMENTS

The Company applies the provisions of ASC Topic 820 “Fair Value Measurements and Disclosures” in determining the fair value of its financial and nonfinancial assets and liabilities. ASC Topic 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

In May 2011 the FASB issued ASU No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and International Financial Reporting Standards (“IFRS”) (“ASU 2011-04”). ASU 2011-04 represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurements. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with GAAP and IFRS. The amendments in this ASU were required to be applied prospectively, and were effective for interim and annual periods beginning after December 15, 2011. The Company adopted the provisions of ASU 2011-04 on January 1, 2012 and its adoption did not have a significant impact on the Company’s current fair value measurements or disclosures. The adoption is not expected to have a significant effect on any future fair value measurements or disclosures.

Refer to Note 7 for presentation of the fair values of debt obligations which are disclosed at fair value on a recurring basis.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2013 (in thousands):

	Asset (Liability)			Level 1		Level 2			Level 3
Interest rate swaps		794			—		794			—
Interest rate swaps		(7,523	)		—		(7,523	)		—

Interest rate swaps are over the counter securities with no quoted readily available Level 1 inputs, and therefore are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using the income approach.

During 2013, assets and liabilities measured at fair value on a non-recurring basis included the assets acquired and liabilities assumed in connection with the acquisition of 11 storage facilities (see note 4). To determine the fair value of land, the Company used prices per acre derived from observed transactions involving comparable land in similar locations, which is considered a Level 2 input. To determine the fair value of buildings, equipment and improvements, the Company used current replacement cost based on information derived from construction industry data by geographic region as adjusted for the age, condition, and economic obsolescence associated with these assets, which are considered Level 2 and 3 inputs. The fair value of in-place customer leases is based on the rent lost due to the amount of time required to replace existing customers which is based on the Company’s

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historical experience with turnover in its facilities, which is a Level 3 input. Other assets acquired and liabilities assumed in the acquisitions consist primarily of prepaid or accrued real estate taxes and deferred revenues from advance monthly rentals paid by customers. The fair values of these assets and liabilities are based on their carrying values as they typically turn over within one year from the acquisition date and these are Level 3 inputs.

During 2011, the Company measured a storage facility at fair value as a result of the determination that the structure of a building was deficient and would need to be demolished. The fair value of the facility was determined by assessing the future discounted cash flows of the facility, which is considered a level 3 input. An impairment charge of $1.0 million was recorded in 2011 as a result of the write-down of the facility to fair value. No such impairment charge was recorded in 2013 or 2012.

10. STOCK BASED COMPENSATION

The Company established the 2005 Award and Option Plan (the “Plan”) which replaced the expired 1995 Award and Option Plan for the purpose of attracting and retaining the Company’s executive officers and other key employees. 1,500,000 shares were authorized for issuance under the Plan. Options granted under the Plan vest ratably over four and eight years, and must be exercised within ten years from the date of grant. The exercise price for qualified incentive stock options must be at least equal to the fair market value of the common shares at the date of grant. As of December 31, 2013, options for 103,568 shares were outstanding under the Plans and options for 636,188 shares of common stock were available for future issuance. The Company may also grant other stock-based awards under the Plan, including restricted stock and performance-based vesting restricted stock awards.

The Company also established the 2009 Outside Directors’ Stock Option and Award Plan (the “Non-employee Plan”) which replaced the 1995 Outside Directors’ Stock Option Plan for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors. The Non-employee Plan provides for the initial granting of options to purchase 3,500 shares of common stock and for the annual granting of options to purchase 2,000 shares of common stock to each eligible director. Such options vest over a one-year period for initial awards and immediately upon subsequent grants. In addition, each outside director receives non-vested shares annually equal to 80% of the annual fees paid to them. During the restriction period, the non-vested shares may not be sold, transferred, or otherwise encumbered. The holder of the non-vested shares has all rights of a holder of common shares, including the right to vote and receive dividends. During 2013, 1,832 non-vested shares were issued to outside directors. Such non-vested shares vest over a one-year period. The total shares reserved under the Non-employee Plan is 150,000. The exercise price for options granted under the Non-employee Plan is equal to the fair market value at the date of grant. As of December 31, 2013, options for 27,000 common shares and 21,166 of non-vested shares were outstanding under the Non-employee Plans. As of December 31, 2013 options for 94,539 shares of common stock were available for future issuance.

A summary of the Company’s stock option activity and related information for the years ended December 31 follows:

	2013					2012					2011
	Options			Weighted average exercise price		Options			Weighted average exercise price		Options			Weighted average exercise price
Outstanding at beginning of year:		273,248		$	43.45		364,268		$	42.76		387,318		$	41.72
Granted		8,000			69.90		9,500			49.42		20,000			40.47
Exercised		(160,515	)		43.72		(91,520	)		40.82		(28,050	)		25.96
Adjusted / (forfeited)		9,835			36.37		(9,000	)		39.23		(15,000	)		44.29
Outstanding at end of year		130,568		$	44.82		273,248		$	43.45		364,268		$	42.76
Exercisable at end of year		60,382		$	46.85		165,667		$	44.56		220,293		$	44.25

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A summary of the Company’s stock options outstanding at December 31, 2013 follows:

	Outstanding				Exercisable
Exercise Price Range	Options		Weighted average exercise price		Options		Weighted average exercise price
$20.28 - 29.99		5,000	$	24.02		5,000	$	24.02
$30.00 - 39.99		5,850	$	35.53		2,850	$	35.67
$40.00 - 57.79		119,718	$	46.14		52,532	$	49.63
Total		130,568	$	44.82		60,382	$	46.85

Intrinsic value of outstanding stock options at December 31, 2013	$	2,694,776
Intrinsic value of exercisable stock options at December 31, 2013	$	1,144,247

The intrinsic value of stock options exercised during the years ended December 31, 2013, 2012, and 2011, was $3.6 million, $1.1 million, and $0.4 million respectively.

Proceeds from stock options exercised during the years ended December 31, 2013, 2012, and 2011 amounted to $7.0 million, $3.7 million, and $0.7 million respectively.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock at December 31, 2013, or the price on the date of exercise for those exercised during the year. As of December 31, 2013, there was approximately $0.3 million of total unrecognized compensation cost related to stock option compensation arrangements granted under our stock award plans. That cost is expected to be recognized over a weighted-average period of approximately 2.3 years. The weighted average remaining contractual life of all options is 5.2 years, and for exercisable options is 5.7 years.

Non-vested stock

The Company has also issued 724,379 shares of non-vested stock to employees which vest over one to nine year periods. During the restriction period, the non-vested shares may not be sold, transferred, or otherwise encumbered. The holder of the non-vested shares has all rights of a holder of common shares, including the right to vote and receive dividends. For issuances of non-vested stock during the year ended December 31, 2013, the fair market value of the non-vested stock on the date of grant ranged from $65.00 to $70.66. During 2013, 189,080 shares of non-vested stock were issued to employees and directors with an aggregate fair value of $10.4 million. The Company charges additional paid-in capital for the market value of shares as they are issued. The unearned portion is then amortized and charged to expense over the vesting period. The Company uses the average of the high and low price of its common stock on the date the award is granted as the fair value for non-vested stock awards.

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A summary of the status of unvested shares of stock issued to employees and directors as of and during the years ended December 31 follows:

	2013					2012					2011
	Non- vested Shares			Weighted average grant date fair value		Non- vested Shares			Weighted average grant date fair value		Non- vested Shares			Weighted average grant date fair value
Unvested at beginning of year:		187,535		$	37.36		246,634		$	37.93		192,776		$	39.34
Granted		189,080			54.78		2,592			49.42		106,602			35.02
Vested		(83,419	)		35.28		(60,912	)		40.13		(52,744	)		37.19
Forfeited		—			—		(779	)		41.07		—			—
Unvested at end of year		293,196		$	49.20		187,535		$	37.36		246,634		$	37.93

Compensation expense of $2.9 million, $2.4 million and $1.5 million was recognized for the vested portion of non-vested stock grants in 2013, 2012 and 2011, respectively. The fair value of non-vested stock that vested during 2013, 2012 and 2011 was $2.9 million, $2.4 million and $2.0 million, respectively. The total unrecognized compensation cost related to non-vested stock was $13.0 million at December 31, 2013, and the remaining weighted-average period over which this expense will be recognized was 3.3 years.

Performance-based vesting restricted stock

The Company granted a total of 87,040 performance shares under the Plan during 2013 which are included above. In 2011, the Company granted 42,040 performance shares under the Plan which are also included above. Performance shares granted are based upon the Company’s performance over a three year period depending on the Company’s total shareholder return relative to a group of peer companies. Performance based nonvested shares are recognized as compensation expense based on fair value on date of grant, the number of shares ultimately expected to vest and the vesting period. For accounting purposes, the performance shares are considered to have a market condition. The effect of the market condition is reflected in the grant date fair value of the award and, thus compensation expense is recognized on this type of award provided that the requisite service is rendered (regardless of whether the market condition is achieved). The Company estimated the fair value of each performance share granted under the Plan on the date of grant using a Monte Carlo simulation that uses the assumptions noted in Note 2.

During 2013, compensation expense of $0.6 million was recognized for the performance shares granted in 2011 and 2013. The total unrecognized compensation cost related to non-vested performance shares was $2.8 million at December 31, 2013 and the weighted-average period over which this expense will be recognized is 3.0 years.

Deferred compensation plan for directors

Under the Deferred Compensation Plan for Directors, non-employee Directors may defer all or part of their Directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under this plan are credited to each Directors’ account under the plan in the form of Units. The number of Units credited is determined by dividing the amount of Directors’ fees deferred by the closing price of the Company’s Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which Directors’ fees otherwise would be paid by the Company. A Director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such Directors’ Account. A Director may elect to receive the shares in a lump sum on a date specified by the Director or in quarterly or annual installments over a specified period and commencing on a specified date. The Directors may not elect to receive cash in lieu of shares. Under this plan there were a total of 41,940 units outstanding at December 31, 2013. Fees that were earned and credited to Directors’ accounts are recorded as compensation expense which totaled $0.1 million, $0.1 million and $0.2 million in 2013, 2012 and 2011, respectively.

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11. RETIREMENT PLAN

Employees of the Company qualifying under certain age and service requirements are eligible to be a participant in a 401(k) Plan. The Company contributes to the Plan at the rate of 10% of the first 4% of gross wages that the employee contributes. Total expense to the Company was approximately $78,000, $69,000, and $72,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

12. INVESTMENT IN JOINT VENTURES

The Company has a 20% ownership interest in Sovran HHF Storage Holdings LLC (“Sovran HHF”), a joint venture that was formed in May 2008 to acquire self-storage properties that are managed by the Company. The carrying value of the Company’s investment at December 31, 2013 was $17.4 million. Twenty-five properties were acquired by Sovran HHF in 2008 for approximately $171.5 million and no additional properties have been acquired by Sovran HHF since then. In 2008, the Company contributed $18.6 million to the joint venture as its share of capital required to fund the acquisitions. In 2012 the Company contributed an additional and $1.2 million to the joint venture. In 2013 the Company received a return of capital distribution of $3.4 million as part of the refinancing of Sovran HHF. As of December 31, 2013, the carrying value of the Company’s investment in Sovran HHF exceeds its share of the underlying equity in net assets of Sovran HHF by approximately $1.7 million as a result of the capitalization of certain acquisition related costs in 2008. This difference is included in the carrying value of the investment, which is assessed for other-than-temporary impairment on a periodic basis. No other-than-temporary impairments have been recorded on this investment.

The Company has a 15% ownership interest in Sovran HHF Storage Holdings II LLC (“Sovran HHF II”), a joint venture that was formed in 2011 to acquire self-storage properties that are managed by the Company. The carrying value of the Company’s investment at December 31, 2013 was $13.0 million. Twenty properties were acquired by Sovran HHF II during 2011 for approximately $166.1 million. During 2011, the Company contributed $12.8 million to the joint venture as its share of capital required to fund the acquisitions. Ten additional properties were acquired by Sovran HHF II during 2012 for approximately $29 million. During 2012, the Company contributed $2.4 million to the joint venture as its share of capital required to fund the acquisitions. The carrying value of this investment is assessed for other-than-temporary impairment on a periodic basis and no such impairments have been recorded on this investment.

As manager of Sovran HHF and Sovran HHF II, the Company earns a management and call center fee of 7% of gross revenues which totaled $3.4 million, $3.0 million, and $1.9 million for 2013, 2012, and 2011, respectively. The Company also received an acquisition fee of $0.1 million and $0.7 million, for securing purchases for Sovran HHF II in 2012 and 2011, respectively. The Company’s share of Sovran HHF and Sovran HHF II’s income (loss) for 2013, 2012 and 2011 was $1.9 million, $0.9 million, and ($0.4 million), respectively.

The Company also has a 49% ownership interest in Iskalo Office Holdings, LLC, which owns the building that houses the Company’s headquarters and other tenants. The Company’s investment includes a capital contribution of $196,049. The carrying value of the Company’s investment is a liability of $0.5 million at December 31, 2013 and 2012, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2013, 2012, and 2011, the Company’s share of Iskalo Office Holdings, LLC’s income (loss) was $59,000, ($18,000), and ($82,000), respectively. The Company paid rent to Iskalo Office Holdings, LLC of $0.8 million, $0.7 million and $0.7 million in 2013, 2012, and 2011, respectively.

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A summary of the unconsolidated joint ventures’ financial statements as of and for the year ended December 31, 2013 is as follows:

(dollars in thousands)	Sovran HHF Storage Holdings LLC			Sovran HHF Storage Holdings II LLC			Iskalo Office Holdings, LLC
Balance Sheet Data:
Investment in storage facilities, net	$	158,029		$	187,890		$	—
Investment in office building		—			—			4,934
Other assets		5,102			4,601			719
Total Assets	$	163,131		$	192,491		$	5,653
Due to the Company	$	476		$	407		$	—
Mortgages payable		82,084			103,602			6,596
Other liabilities		2,250			1,840			554
Total Liabilities		84,810			105,849			7,150
Unaffiliated partners’ equity (deficiency)		62,657			73,651			(1,036	)
Company equity (deficiency)		15,664			12,991			(461	)
Total Partners’ Equity (Deficiency)		78,321			86,642			(1,497	)
Total Liabilities and Partners’ Equity (Deficiency)	$	163,131		$	192,491		$	5,653
Income Statement Data:
Total revenues	$	21,124		$	26,850		$	1,280
Property operating expenses		(6,738	)		(9,409	)		(511	)
Administrative, management and call center fees		(1,547	)		(1,978	)		—
Depreciation and amortization of customer list		(3,804	)		(4,155	)		(230	)
Amortization of financing fees		(111	)		(203	)		(13	)
Income tax expense		(86	)		(382	)		—
Interest expense		(3,552	)		(5,181	)		(405	)
Net income	$	5,286		$	5,542		$	121

Included in other expenses of Sovran HHF II for the year ended December 31, 2012 are $1.1 million of property acquisition related costs. The Company does not guarantee the debt of Sovran HHF, Sovran HHF II, or Iskalo Office Holdings, LLC.

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We do not expect to have material future cash outlays relating to these joint ventures outside our share of capital for future acquisitions of properties. A summary of our cash flows arising from the off-balance sheet arrangements with Sovran HHF, Sovran HHF II and Iskalo Office Holdings, LLC for the three years ended December 31, 2013 are as follows:

	Year ended December 31,
(dollars in thousands)	2013			2012			2011
Statement of Operations
Other operating income (management fees and acquisition fee income)	$	3,358		$	3,177		$	2,578
General and administrative expenses (corporate office rent)		811			704			688
Equity in income (losses) of joint ventures		1,948			936			(340	)
Distributions from unconsolidated joint ventures		2,630			2,184			944
Advances to joint ventures		(27	)		(242	)		(413	)
Investing activities
Investment in unconsolidated joint ventures		(4,237	)		(3,571	)		(13,571	)
Return of capital from unconsolidated joint ventures		7,360			—			—

13. SHAREHOLDERS’ EQUITY

On February 27, 2013, the Company entered into a continuous equity offering program (“Equity Program”) with Wells Fargo Securities, LLC (“Wells Fargo”), Jefferies LLC fka Jefferies & Company, Inc. (“Jefferies”) and SunTrust Robinson Humphrey, Inc. (“SunTrust”) pursuant to which the Company may sell from time to time up to $175 million in aggregate offering price of shares of the Company’s common stock. Actual sales under the Equity Program will depend on a variety of factors and conditions, including, but not limited to, market conditions, the trading price of the Company’s common stock, and determinations of the appropriate sources of funding for the Company. The Company expects to continue to offer, sell, and issue shares of common stock under the Equity Program from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under the Equity Program.

During 2013, the Company issued 1,667,819 shares of common stock under this Equity Program at a weighted average issue price of $65.66 per share, generating net proceeds of $107.8 million after deducting $0.5 million of sales commissions payable to SunTrust, $0.5 million to Wells Fargo, and $0.5 million to Jefferies. In addition to sales commissions, the Company incurred expenses of $0.2 million in connection with the Equity Program during 2013. The Company used the proceeds from the Equity Program to reduce the outstanding balance under the Company’s revolving line of credit and to fund the acquisition of 11 storage facilities. As of December 31, 2013, the Company had $65.5 million available for issuance under the Equity Program.

During 2012, the Company issued 1,391,425 shares of common stock under its previously available equity offering program with Wells Fargo at a weighted average issue price of $55.20 per share, generating net proceeds of $75.3 million after deducting $1.5 million of sales commissions payable to Wells Fargo. In addition to sales commissions paid to Wells Fargo, the Company incurred expenses of $58,000 in connection with this equity offering program during 2012. During 2011, the Company issued 1,166,875 shares of common stock under its previously available equity offering program at a weighted average issue price of $40.59 per share, generating net proceeds of $46.4 million after deducting $0.9 million of sales commissions payable to Wells Fargo. In addition to sales commissions paid to Wells Fargo, the Company incurred expenses of $0.4 million in connection with the Equity Program during 2011.

In 2013, the Company implemented a new Dividend Reinvestment Plan in which replaced the Company’s previous plan which was suspended in November 2009. The Company issued 68,957 shares under the new plan in 2013.

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14. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly results of operations for the years ended December 31, 2013 and 2012 (dollars in thousands, except per share data).

	2013 Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
Operating revenue(a)	$	63,878	$	67,109	$	70,455	$	72,065
Income from continuing operations(a)	$	14,204	$	17,816	$	19,552	$	19,900
Income from discontinued operations(a)	$	168	$	236	$	247	$	2,472
Net Income	$	14,372	$	18,052	$	19,799	$	22,371
Net income attributable to common shareholders	$	14,280	$	17,937	$	19,675	$	22,234
Net Income Per Share Attributable to Common Shareholders
Basic	$	0.47	$	0.57	$	0.63	$	0.70
Diluted	$	0.47	$	0.57	$	0.62	$	0.69

	2012 Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
Operating revenue(a)	$	54,522	$	56,642	$	61,241	$	61,677
Income from continuing operations(a)	$	10,224	$	10,627	$	13,895	$	13,375
Income from discontinued operations(a)	$	1,045	$	1,233	$	5,063	$	179
Net Income	$	11,269	$	11,860	$	18,958	$	13,554
Net income attributable to common shareholders	$	11,138	$	11,721	$	18,807	$	13,462
Net Income Per Share Attributable to Common Shareholders
Basic	$	0.39	$	0.41	$	0.64	$	0.44
Diluted	$	0.39	$	0.40	$	0.63	$	0.44

(a) March, June and September data from 2013 and 2012 data as presented in this table differ from the amounts as presented in the Company’s quarterly reports due to the impact of discontinued operations accounting with respect to the four properties sold in 2013 as described in Note 5.

15. COMMITMENTS AND CONTINGENCIES

The Company’s current practice is to conduct environmental investigations in connection with property acquisitions. At this time, the Company is not aware of any environmental contamination of any of its facilities that individually or in the aggregate would be material to the Company’s overall business, financial condition, or results of operations.

At December 31, 2013, the Company was under contract to acquire seven self-storage facilities for cash consideration of approximately $92.8 million. Six of the properties were acquired in January and February 2014 from unrelated parties for $86.7 million. The Company has not yet determined the assignment of the purchase prices of these six facilities to the individual assets acquired. These acquisitions were funded with draws on the Company’s line of credit. The line of credit balance outstanding after the funding of the six acquisitions was $141.0 million. The following is a summary of the 2014 acquisitions (dollars in thousands):

State	Number of Properties		Date of Acquisition		Purchase Price
Florida		2		1/9/2014	$	54,000
Texas		1		1/17/2014		9,000
Texas		1		2/10/2014		8,900
Maine		2		2/11/2014		14,750
Total acquired 2014		6			$	86,650

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The purchase of the remaining facility by the Company is subject to customary conditions to closing, and there is no assurance that this facility will be acquired.

On November 1, 2013, the Company completed certain transactions with respect to the lease of four self storage facilities in New York and Connecticut with annual lease payments of $6 million with a provision for 4% annual increases, and an exclusive option to purchase the facilities for $120 million. The leases commenced November 1, 2013 and run through December 31, 2028. The Company has an option to purchase the facilities during the period from February 2, 2015 through September 2, 2016. The operating results of the leased facilities have been included in the Company’s operations since November 1, 2013. During 2013, $1.0 million of payments were made on the leases and the Company recorded straight-line operating lease expense of $1.3 million as a result of the annual escalators included in the leases.

Future minimum lease payments on the lease of the four storage facilities, a building lease, and the lease of the Company’s headquarters are as follows (dollars in thousands):

	Four Storage Facilities		Building Lease		Corporate Headquarters		Total
2014	$	6,000	$	47	$	869	$	6,916
2015		6,240		48		895		7,183
2016		6,490		48		914		7,452
2017		6,749		48		924		7,721
2018		7,019		48		924		7,991
Thereafter		87,644		263		4,090		91,997
Total	$	120,142	$	502	$	8,616	$	129,260

At December 31, 2013, the Company has signed contracts in place with third party contractors for expansion and enhancements at its existing facilities. The Company expects to pay $14.6 million under these contracts in 2014.

The Company has committed up to $2.5 million for a 16.7% limited partnership interest in an entity that is developing self storage facilities that will be managed by the Company. At December 31, 2013 none of the commitment has been funded.

16. SUBSEQUENT EVENTS

On January 6, 2014, the Company declared a quarterly dividend of $0.68 per common share. The dividend was paid on January 27, 2014 to shareholders of record on January 16, 2014. The total dividend paid amounted to $22.1 million.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective at December 31, 2013. There have not been changes in the Company’s internal controls or in other factors that could significantly affect these controls during the quarter ended December 31, 2013.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2013. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2013 based upon criteria in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (‘‘COSO’’). Based on our assessment, management determined that our internal control over financial reporting was effective as of December 31, 2013 based on the criteria in Internal Control-Integrated Framework issued by COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Item 9A herein.

/S/ David L. Rogers	/S/ Andrew J. Gregoire
Chief Executive Officer	Chief Financial Officer

63

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Sovran Self Storage, Inc.

We have audited Sovran Self Storage, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Sovran Self Storage, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Sovran Self Storage, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Sovran Self Storage, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2013 of Sovran Self Storage, Inc. and our report dated February 27, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Buffalo, New York

February 27, 2014

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Item 9B. Other Information

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information contained in our Proxy Statement for the 2014 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2013 (“2014 Proxy Statement”), with respect to directors, executive officers, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance, is incorporated herein by reference in response to this item.

The Company has adopted a code of ethics that applies to all of its directors, officers, and employees. The Company has made the Code of Ethics available on its website at http://www.unclebobs.com.

Item 11. Executive Compensation

The information required is incorporated by reference to “Executive Compensation” and “Director Compensation” in the 2014 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required herein is incorporated by reference to “Stock Ownership By Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in the 2014 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required herein is incorporated by reference to “Certain Transactions” and “Election of Directors - Director Independence” in the 2014 Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required herein is incorporated by reference to “Appointment of Independent Registered Public Accounting Firm” in the 2014 Proxy Statement and is incorporated herein by reference.

Part IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this Annual Report on Form 10-K:

1. The following consolidated financial statements of Sovran Self Storage, Inc. are included in Item 8.

(i) Consolidated Balance Sheets as of December 31, 2013 and 2012.

(ii) Consolidated Statements of Operations for Years Ended December 31, 2013, 2012, and 2011.

(iii) Consolidated Statements of Comprehensive Income for Years Ended December 31, 2013, 2012, and 2011.

(iv) Consolidated Statements of Shareholders’ Equity.

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(v) Consolidated Statements of Cash Flows for Years Ended December 31, 2013, 2012, and 2011 and

(vi) Notes to Consolidated Financial Statements.

2. The following financial statement Schedule as of the period ended December 31, 2013 is included in this Annual Report on Form 10-K.

Schedule III Real Estate and Accumulated Depreciation.

All other Consolidated financial schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or the notes thereto.

3. Exhibits

The exhibits required to be filed as part of this Annual Report on Form 10-K have been included as follows:

3.1	Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 (a) to the Registrant’s Registration Statement on Form S-11 (File No. 33-91422) filed June 19, 1995).
3.2	Articles Supplementary to the Amended and Restated Articles of Incorporation of the Registrant classifying and designating the Series A Junior Participating Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-A filed December 3, 1996).
3.3	Articles Supplementary to the Amended and Restated Articles of Incorporation of the Registrant classifying and designating the 9.85% Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 1.6 to Registrant’s Form 8-A filed July 29, 1999).
3.4	Articles Supplementary to the Amended and Restated Articles of Incorporation of the Registrant classifying and designating the 8.375% Series C Convertible Cumulative Preferred Stock (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed July 12, 2002).
3.5	Articles Supplementary to the Amended and Restated Articles of Incorporation of the Registrant reclassifying shares of Series B Cumulative Redeemable Preferred Stock into Preferred. (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed May 31, 2011).
3.6	Bylaws, as amended, of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed July 17, 2012).
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-11 (File No. 33-91422) filed June 19, 1995).
10.1+	Sovran Self Storage, Inc. 2005 Award and Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-K filed February 28, 2012).
10.2+	Sovran Self Storage, Inc. 1995 Outside Directors’ Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K filed February 26, 2010).
10.3+	Employment Agreement between the Registrant and Robert J. Attea (incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K filed February 27, 2009).
10.4+	Employment Agreement between the Registrant and Kenneth F. Myszka (incorporated by reference to Exhibit 10.4 to Registrant’s Annual Report on Form 10-K filed February 27, 2009).

66

10.5+	Employment Agreement between the Registrant and David L. Rogers (incorporated by reference to Exhibit 10.5 to Registrant’s Annual Report on Form 10-K filed February 27, 2009).
10.6+	Form of restricted stock grant pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Report on Form 10-K filed February 28, 2012).
10.7+	Form of stock option grant pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Report on Form 10-K filed February 28, 2012).
10.8+	Form of restricted stock grant pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.1 and Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 6, 2013).
10.9+	Form of Long Term Incentive Restricted Stock Award Notice pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed December 19, 2013).
10.10+	Form of Performance-Based Vesting Restricted Stock Award Notice pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed December 19, 2013).
10.11+	Deferred Compensation Plan for Directors (incorporated by reference to Schedule 14A Proxy Statement filed April 10, 2008).
10.12	Amended Indemnification Agreements with members of the Board of Directors and Executive Officers (incorporated by reference to Exhibit 10.35 and 10.36 to Registrant’s Current Report on Form 8-K filed July 20, 2006, SEC File Number 001-13820, Film Number 06971617).
10.13	Agreement of Limited Partnership of Sovran Acquisition Limited Partnership (incorporated by reference to Exhibit 3.1 on Form 10 filed April 22, 1998).
10.14	Amendments to the Agreement of Limited Partnership of Sovran Acquisition Limited Partnership dated July 30, 1999 and July 3, 2002 (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K filed February 27, 2009).
10.15	Fifth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June 4, 2013 among Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership, Manufacturers and Traders Trust Company and certain other lenders a party thereto or which may become a party thereto (collectively, the “Lenders”), Manufacturers and Traders Trust Company, as administrative agent for itself and the other Lenders, SunTrust Bank and Wells Fargo Bank, National Association, as co-syndication agents for themselves and the other Lenders, PNC Bank, National Association, U.S. Bank National Association, and HSBC Bank USA, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed June 5, 2013).
10.16	Note Purchase Agreement dated as of August 5, 2011 among Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and the institutions named in Schedule A thereto as purchasers and $100 million, 5.54% Senior Guaranteed Notes, Series D due August 5, 2021 (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 8, 2011).
10.17	$150 million, 6.38% Senior Guaranteed Notes, Series C due April 26, 2016 (incorporated by reference to Exhibit 10.27 to Registrant’s Current Report on Form 8-K filed May 1, 2006, SEC File Number 001-13820, Film Number 06795352).

67

10.18*	Lease by and between Sovran Acquisition Limited Partnership, as lessee, and Carlos A. Arredondo, as lessor, dated as of August 7, 2013 with respect to certain property in Milford, Connecticut, as amended by a First Amendment of Lease dated September 13, 2013.
10.19*	Lease by and between Sovran Acquisition Limited Partnership, as lessee, and various trustees of trusts for the benefit of the descendants of Carlos A. Arredondo and certain other parties, as lessor, with respect to certain property in Farmingdale, New York, as amended by a First Amendment of Lease dated September 13, 2013 and a Second Amendment of Lease dated as of September 27, 2013.
10.20*	Lease by and between Sovran Acquisition Limited Partnership, as lessee, and various trustees of trusts for the benefit of the descendants of Carlos A. Arredondo and certain other parties, as lessor, with respect to certain property in Danbury, Connecticut, as amended by a First Amendment of Lease dated September 13, 2013.
10.21*	Lease by and between Sovran Acquisition Limited Partnership, as lessee, and various trustees of trusts for the benefit of the descendants of Carlos A. Arredondo and certain other parties, as lessor, with respect to certain property in Hicksville, New York, as amended by a First Amendment of Lease dated September 13, 2013 and a Second Amendment of Lease dated as of September 27, 2013.
10.22	Equity Distribution Agreement dated as of February 27, 2013 by and among Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran Holdings, Inc., and Wells Fargo Securities, LLC, as agent (incorporated by reference to Exhibit 1.1 to Registrant’s Current Report on Form 8-K filed February 27, 2013).
10.23	Equity Distribution Agreement dated as of February 27, 2013 by and among Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran Holdings, Inc., and Jefferies & Company, as agent (incorporated by reference to Exhibit 1.2 to Registrant’s Current Report on Form 8-K filed February 27, 2013).
10.24	Equity Distribution Agreement dated as of February 27, 2013 by and among Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran Holdings, Inc., and SunTrust Robinson Humphrey, as agent (incorporated by reference to Exhibit 1.3 to Registrant’s Current Report on Form 8-K filed February 27, 2013).
10.25	Indemnification Agreement dated September 25, 2009 between Registrant, Sovran Acquisition Limited Partnership and James R. Boldt, a director of the Company (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed September 25, 2009).
10.26+	Sovran Self Storage, Inc. 2009 Outside Directors Stock Option and Award Plan (incorporated by reference to Registrant’s Proxy Statement filed April 9, 2009).
10.27+	Outside Director Fee Schedule (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed November 5, 2010).
10.28+	Sovran Self Storage, Inc. Annual Incentive Compensation Plan for Executive Officers (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed February 21, 2012).
10.29+	Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Andrew Gregoire amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed February 14, 2012).

68

10.30+	Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Paul Powell amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed February 14, 2012).
10.31+	Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Edward Killeen amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed February 14, 2012).
10.32	Indemnification Agreement dated July 16, 2012 between Registrant, Sovran Acquisition Limited Partnership and Stephen R. Rusmisel, a director of the Company (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed July 17, 2012).
12.1*	Statement Re: Computation of Earnings to Fixed Charges.
21.1*	Subsidiaries of the Company.
23.1*	Consent of Independent Registered Public Accounting Firm.
24.1*	Powers of Attorney (included on signature pages).
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101#	The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL, as follows:
	(i)	Consolidated Balance Sheets at December 31, 2013 and 2012;
	(ii)	Consolidated Statements of Operations for Years Ended December 31, 2013, 2012, and 2011;
	(iii)	Consolidated Statements of Comprehensive Income for Years Ended December 31, 2013, 2012, and 2011.
	(iv)	Consolidated Statements of Shareholders’ Equity for Years Ended December 31, 2013, 2012, and 2011;
	(v)	Consolidated Statements of Cash Flows for Years Ended December 31, 2013, 2012, and 2011; and
	(vi)	Notes to Consolidated Financial Statements

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

# Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

69

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOVRAN SELF STORAGE, INC.
February 27, 2014	By:	/s/ Andrew J. Gregoire
		Andrew J. Gregoire,
		Chief Financial Officer, Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert J. Attea	Executive Chairman of the Board of Directors and Director	February 27, 2014
Robert J. Attea
/s/ Kenneth F. Myszka	President, Chief Operating Officer and Director	February 27, 2014
Kenneth F. Myszka
/s/ David L. Rogers	Chief Executive Officer (Principal Executive Officer)	February 27, 2014
David L. Rogers
/s/ Andrew J. Gregoire	Chief Financial Officer (Principal Financial and Accounting Officer)	February 27, 2014
Andrew J. Gregoire
/s/ James R. Boldt	Director	February 27, 2014
James R. Boldt
/s/ Anthony P. Gammie	Director	February 27, 2014
Anthony P. Gammie
/s/ Charles E. Lannon	Director	February 27, 2014
Charles E. Lannon
/s/ Stephen R. Rusmisel	Director	February 27, 2014
Stephen R. Rusmisel

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Sovran Self Storage, Inc.

Schedule III

Combined Real Estate and Accumulated Depreciation

(in thousands)

December 31, 2013

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Charleston	SC			416		1,516		2,180		416		3,696		4,112		1,286	1985	6/26/1995	5 to 40 years
Lakeland	FL			397		1,424		1,590		397		3,014		3,411		1,042	1985	6/26/1995	5 to 40 years
Charlotte	NC			308		1,102		3,383		747		4,046		4,793		902	1986	6/26/1995	5 to 40 years
Youngstown	OH			239		1,110		2,433		239		3,543		3,782		1,016	1980	6/26/1995	5 to 40 years
Cleveland	OH			701		1,659		960		701		2,619		3,320		1,126	1987	6/26/1995	5 to 40 years
Pt. St. Lucie	FL			395		1,501		928		779		2,045		2,824		1,037	1985	6/26/1995	5 to 40 years
Orlando - Deltona	FL			483		1,752		2,184		483		3,936		4,419		1,459	1984	6/26/1995	5 to 40 years
Middletown	NY			224		808		931		224		1,739		1,963		788	1988	6/26/1995	5 to 40 years
Buffalo	NY			423		1,531		3,447		497		4,904		5,401		1,579	1981	6/26/1995	5 to 40 years
Rochester	NY			395		1,404		568		395		1,972		2,367		927	1981	6/26/1995	5 to 40 years
Jacksonville	FL			152		728		3,822		687		4,015		4,702		743	1985	6/26/1995	5 to 40 years
Columbia	SC			268		1,248		604		268		1,852		2,120		855	1985	6/26/1995	5 to 40 years
Boston	MA			363		1,679		786		363		2,465		2,828		1,077	1980	6/26/1995	5 to 40 years
Rochester	NY			230		847		580		234		1,423		1,657		634	1980	6/26/1995	5 to 40 years
Boston	MA			680		1,616		548		680		2,164		2,844		1,013	1986	6/26/1995	5 to 40 years
Savannah	GA			463		1,684		4,643		1,445		5,345		6,790		1,787	1981	6/26/1995	5 to 40 years
Greensboro	NC			444		1,613		2,986		444		4,599		5,043		1,336	1986	6/26/1995	5 to 40 years
Raleigh-Durham	NC			649		2,329		1,347		649		3,676		4,325		1,516	1985	6/26/1995	5 to 40 years
Hartford-New Haven	CT			387		1,402		3,894		387		5,296		5,683		1,039	1985	6/26/1995	5 to 40 years
Atlanta	GA			844		2,021		847		844		2,868		3,712		1,293	1988	6/26/1995	5 to 40 years
Atlanta	GA			302		1,103		563		303		1,665		1,968		761	1988	6/26/1995	5 to 40 years
Buffalo	NY			315		745		3,890		517		4,433		4,950		937	1984	6/26/1995	5 to 40 years
Raleigh-Durham	NC			321		1,150		773		321		1,923		2,244		858	1985	6/26/1995	5 to 40 years
Columbia	SC			361		1,331		737		374		2,055		2,429		976	1987	6/26/1995	5 to 40 years
Columbia	SC			189		719		1,138		189		1,857		2,046		794	1989	6/26/1995	5 to 40 years
Columbia	SC			488		1,188		1,907		488		3,095		3,583		899	1986	6/26/1995	5 to 40 years
Atlanta	GA			430		1,579		2,155		602		3,562		4,164		1,233	1988	6/26/1995	5 to 40 years
Orlando	FL			513		1,930		751		513		2,681		3,194		1,257	1988	6/26/1995	5 to 40 years
Sharon	PA			194		912		557		194		1,469		1,663		657	1975	6/26/1995	5 to 40 years
Ft. Lauderdale	FL			1,503		3,619		979		1,503		4,598		6,101		1,884	1985	6/26/1995	5 to 40 years
West Palm	FL			398		1,035		363		398		1,398		1,796		725	1985	6/26/1995	5 to 40 years
Atlanta	GA			423		1,015		455		424		1,469		1,893		730	1989	6/26/1995	5 to 40 years
Atlanta	GA			483		1,166		1,119		483		2,285		2,768		891	1988	6/26/1995	5 to 40 years
Atlanta	GA			308		1,116		643		308		1,759		2,067		886	1986	6/26/1995	5 to 40 years

71

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Atlanta	GA			170		786		783		174		1,565		1,739		696	1981	6/26/1995	5 to 40 years
Atlanta	GA			413		999		749		413		1,748		2,161		894	1975	6/26/1995	5 to 40 years
Baltimore	MD			154		555		1,408		306		1,811		2,117		676	1984	6/26/1995	5 to 40 years
Baltimore	MD			479		1,742		2,867		479		4,609		5,088		1,511	1988	6/26/1995	5 to 40 years
Melbourne	FL			883		2,104		1,701		883		3,805		4,688		1,679	1986	6/26/1995	5 to 40 years
Newport News	VA			316		1,471		909		316		2,380		2,696		1,088	1988	6/26/1995	5 to 40 years
Pensacola	FL			632		2,962		1,466		651		4,409		5,060		2,102	1983	6/26/1995	5 to 40 years
Hartford	CT			715		1,695		1,243		715		2,938		3,653		1,217	1988	6/26/1995	5 to 40 years
Atlanta	GA			304		1,118		2,679		619		3,482		4,101		1,231	1988	6/26/1995	5 to 40 years
Alexandria	VA			1,375		3,220		2,612		1,376		5,831		7,207		2,376	1984	6/26/1995	5 to 40 years
Pensacola	FL			244		901		507		244		1,408		1,652		740	1986	6/26/1995	5 to 40 years
Melbourne	FL			834		2,066		1,219		1,591		2,528		4,119		1,260	1986	6/26/1995	5 to 40 years
Hartford	CT			234		861		2,040		612		2,523		3,135		925	1992	6/26/1995	5 to 40 years
Atlanta	GA			256		1,244		2,009		256		3,253		3,509		1,211	1988	6/26/1995	5 to 40 years
Norfolk	VA			313		1,462		1,046		313		2,508		2,821		1,146	1984	6/26/1995	5 to 40 years
Norfolk II	VA			278		1,004		453		278		1,457		1,735		707	1989	6/26/1995	5 to 40 years
Birmingham	AL			307		1,415		1,848		385		3,185		3,570		1,141	1990	6/26/1995	5 to 40 years
Birmingham	AL			730		1,725		766		730		2,491		3,221		1,201	1990	6/26/1995	5 to 40 years
Montgomery	AL			863		2,041		840		863		2,881		3,744		1,360	1982	6/26/1995	5 to 40 years
Jacksonville	FL			326		1,515		601		326		2,116		2,442		994	1987	6/26/1995	5 to 40 years
Pensacola	FL			369		1,358		3,011		369		4,369		4,738		1,499	1986	6/26/1995	5 to 40 years
Pensacola	FL			244		1,128		2,740		720		3,392		4,112		916	1990	6/26/1995	5 to 40 years
Pensacola	FL			226		1,046		675		226		1,721		1,947		819	1990	6/26/1995	5 to 40 years
Tampa	FL			1,088		2,597		1,095		1,088		3,692		4,780		1,795	1989	6/26/1995	5 to 40 years
Clearwater	FL			526		1,958		1,225		526		3,183		3,709		1,367	1985	6/26/1995	5 to 40 years
Clearwater-Largo	FL			672		2,439		860		672		3,299		3,971		1,481	1988	6/26/1995	5 to 40 years
Jackson	MS			343		1,580		2,456		796		3,583		4,379		1,187	1990	6/26/1995	5 to 40 years
Jackson	MS			209		964		764		209		1,728		1,937		832	1990	6/26/1995	5 to 40 years
Richmond	VA			443		1,602		947		443		2,549		2,992		1,148	1987	8/25/1995	5 to 40 years
Orlando	FL			1,161		2,755		1,258		1,162		4,012		5,174		1,833	1986	9/29/1995	5 to 40 years
Birmingham	AL			424		1,506		1,166		424		2,672		3,096		1,190	1970	1/16/1996	5 to 40 years
Harrisburg	PA			360		1,641		674		360		2,315		2,675		1,103	1983	12/29/1995	5 to 40 years
Harrisburg	PA			627		2,224		3,832		692		5,991		6,683		1,589	1985	12/29/1995	5 to 40 years
Syracuse	NY			470		1,712		1,410		472		3,120		3,592		1,265	1987	12/27/1995	5 to 40 years
Ft. Myers	FL			205		912		356		206		1,267		1,473		715	1988	12/28/1995	5 to 40 years
Ft. Myers	FL			412		1,703		682		413		2,384		2,797		1,224	1991/94	12/28/1995	5 to 40 years
Newport News	VA			442		1,592		1,339		442		2,931		3,373		1,104	1988/93	1/5/1996	5 to 40 years
Montgomery	AL			353		1,299		790		353		2,089		2,442		858	1984	1/23/1996	5 to 40 years
Charleston	SC			237		858		787		232		1,650		1,882		721	1985	3/1/1996	5 to 40 years
Tampa	FL			766		1,800		721		766		2,521		3,287		1,120	1985	3/28/1996	5 to 40 years
Dallas-Ft.Worth	TX			442		1,767		373		442		2,140		2,582		971	1987	3/29/1996	5 to 40 years
Dallas-Ft.Worth	TX			408		1,662		1,149		408		2,811		3,219		1,190	1986	3/29/1996	5 to 40 years
Dallas-Ft.Worth	TX			328		1,324		400		328		1,724		2,052		778	1986	3/29/1996	5 to 40 years

72

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
San Antonio	TX			436		1,759		1,265		436		3,024		3,460		1,254	1986	3/29/1996	5 to 40 years
San Antonio	TX			289		1,161		2,373		289		3,534		3,823		90	2012	3/29/1996	5 to 40 years
Syracuse	NY			481		1,559		2,491		671		3,860		4,531		1,437	1983	6/5/1996	5 to 40 years
Montgomery	AL			279		1,014		1,241		433		2,101		2,534		789	1988	5/21/1996	5 to 40 years
West Palm	FL			345		1,262		484		345		1,746		2,091		750	1986	5/29/1996	5 to 40 years
Ft. Myers	FL			229		884		2,697		383		3,427		3,810		555	1986	5/29/1996	5 to 40 years
Lakeland	FL			359		1,287		1,235		359		2,522		2,881		1,103	1988	6/26/1996	5 to 40 years
Boston - Springfield	MA			251		917		2,350		297		3,221		3,518		1,278	1986	6/28/1996	5 to 40 years
Ft. Myers	FL			344		1,254		536		310		1,824		2,134		789	1987	6/28/1996	5 to 40 years
Cincinnati	OH			557		1,988		858		689		2,714		3,403		624	1988	7/23/1996	5 to 40 years
Baltimore	MD			777		2,770		521		777		3,291		4,068		1,454	1990	7/26/1996	5 to 40 years
Jacksonville	FL			568		2,028		1,145		568		3,173		3,741		1,419	1987	8/23/1996	5 to 40 years
Jacksonville	FL			436		1,635		731		436		2,366		2,802		1,056	1985	8/26/1996	5 to 40 years
Jacksonville	FL			535		2,033		493		538		2,523		3,061		1,198	1987/92	8/30/1996	5 to 40 years
Charlotte	NC			487		1,754		637		487		2,391		2,878		958	1995	9/16/1996	5 to 40 years
Charlotte	NC			315		1,131		458		315		1,589		1,904		677	1995	9/16/1996	5 to 40 years
Orlando	FL			314		1,113		1,241		314		2,354		2,668		956	1975	10/30/1996	5 to 40 years
Rochester	NY			704		2,496		2,436		707		4,929		5,636		1,585	1990	12/20/1996	5 to 40 years
Youngstown	OH			600		2,142		2,291		693		4,340		5,033		1,402	1988	1/10/1997	5 to 40 years
Cleveland	OH			751		2,676		2,063		751		4,739		5,490		1,851	1986	1/10/1997	5 to 40 years
Cleveland	OH			725		2,586		2,205		725		4,791		5,516		1,711	1978	1/10/1997	5 to 40 years
Cleveland	OH			637		2,918		1,957		701		4,811		5,512		2,159	1979	1/10/1997	5 to 40 years
Cleveland	OH			495		1,781		1,094		495		2,875		3,370		1,216	1979	1/10/1997	5 to 40 years
Cleveland	OH			761		2,714		1,579		761		4,293		5,054		1,783	1977	1/10/1997	5 to 40 years
Cleveland	OH			418		1,921		2,893		418		4,814		5,232		1,557	1970	1/10/1997	5 to 40 years
Cleveland	OH			606		2,164		1,463		606		3,627		4,233		1,308	1982	1/10/1997	5 to 40 years
San Antonio	TX			474		1,686		506		504		2,162		2,666		879	1981	1/30/1997	5 to 40 years
San Antonio	TX			346		1,236		535		346		1,771		2,117		721	1985	1/30/1997	5 to 40 years
San Antonio	TX			432		1,560		1,799		432		3,359		3,791		1,317	1995	1/30/1997	5 to 40 years
Houston-Beaumont	TX			634		2,565		1,352		634		3,917		4,551		1,577	1993/95	3/26/1997	5 to 40 years
Houston-Beaumont	TX			566		2,279		479		566		2,758		3,324		1,138	1995	3/26/1997	5 to 40 years
Houston-Beaumont	TX			293		1,357		612		293		1,969		2,262		782	1995	3/26/1997	5 to 40 years
Lynchburg-Lakeside	VA			335		1,342		1,500		335		2,842		3,177		1,070	1982	3/31/1997	5 to 40 years
Lynchburg-Timberlake	VA			328		1,315		1,035		328		2,350		2,678		1,004	1985	3/31/1997	5 to 40 years
Lynchburg-Amherst	VA			155		710		408		152		1,121		1,273		520	1987	3/31/1997	5 to 40 years
Chesapeake	VA			260		1,043		3,467		260		4,510		4,770		1,091	1988/95	3/31/1997	5 to 40 years
Orlando-W 25th St	FL			289		1,160		2,035		616		2,868		3,484		693	1984	3/31/1997	5 to 40 years
Delray	FL			491		1,756		721		491		2,477		2,968		1,116	1969	4/11/1997	5 to 40 years
Savannah	GA			296		1,196		539		296		1,735		2,031		717	1988	5/8/1997	5 to 40 years
Delray	FL			921		3,282		640		921		3,922		4,843		1,704	1980	5/21/1997	5 to 40 years
Cleveland-Avon	OH			301		1,214		2,268		304		3,479		3,783		1,139	1989	6/4/1997	5 to 40 years
Dallas-Fort Worth	TX			965		3,864		1,498		943		5,384		6,327		2,222	1977	6/30/1997	5 to 40 years
Dallas-Fort Worth	TX			370		1,486		722		370		2,208		2,578		983	1975	6/30/1997	5 to 40 years

73

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Atlanta-Alpharetta	GA			1,033		3,753		638		1,033		4,391		5,424		1,858	1994	7/24/1997	5 to 40 years
Atlanta-Marietta	GA			769		2,788		534		825		3,266		4,091		1,378	1996	7/24/1997	5 to 40 years
Atlanta-Doraville	GA			735		3,429		434		735		3,863		4,598		1,660	1995	8/21/1997	5 to 40 years
Greensboro-Hilltop	NC			268		1,097		427		231		1,561		1,792		655	1995	9/25/1997	5 to 40 years
Greensboro-StgCch	NC			89		376		1,714		89		2,090		2,179		726	1997	9/25/1997	5 to 40 years
Baton Rouge-Airline	LA			396		1,831		1,098		421		2,904		3,325		1,126	1982	10/9/1997	5 to 40 years
Baton Rouge-Airline2	LA			282		1,303		435		282		1,738		2,020		750	1985	11/21/1997	5 to 40 years
Harrisburg-Peiffers	PA			635		2,550		585		637		3,133		3,770		1,342	1984	12/3/1997	5 to 40 years
Chesapeake-Military	VA			542		2,210		432		542		2,642		3,184		1,070	1996	2/5/1998	5 to 40 years
Chesapeake-Volvo	VA			620		2,532		1,143		620		3,675		4,295		1,400	1995	2/5/1998	5 to 40 years
Virginia Beach-Shell	VA			540		2,211		393		540		2,604		3,144		1,084	1991	2/5/1998	5 to 40 years
Virginia Beach-Central	VA			864		3,994		994		864		4,988		5,852		1,995	1993/95	2/5/1998	5 to 40 years
Norfolk-Naval Base	VA			1,243		5,019		913		1,243		5,932		7,175		2,378	1975	2/5/1998	5 to 40 years
Tampa-E.Hillsborough	FL			709		3,235		885		709		4,120		4,829		1,759	1985	2/4/1998	5 to 40 years
Boston-Northbridge	MA			441		1,788		1,090		694		2,625		3,319		559	1988	2/9/1998	5 to 40 years
Middletown-Harriman	NY			843		3,394		776		843		4,170		5,013		1,696	1989/95	2/4/1998	5 to 40 years
Greensboro-High Point	NC			397		1,834		645		397		2,479		2,876		1,021	1993	2/10/1998	5 to 40 years
Lynchburg-Timberlake	VA			488		1,746		629		488		2,375		2,863		947	1990/96	2/18/1998	5 to 40 years
Titusville	FL			492		1,990		1,157		688		2,951		3,639		668	1986/90	2/25/1998	5 to 40 years
Boston-Salem	MA			733		2,941		1,337		733		4,278		5,011		1,796	1979	3/3/1998	5 to 40 years
Providence	RI			345		1,268		1,991		486		3,118		3,604		908	1984	6/26/1995	5 to 40 years
Chattanooga-Lee Hwy	TN			384		1,371		607		384		1,978		2,362		847	1987	3/27/1998	5 to 40 years
Chattanooga-Hwy 58	TN			296		1,198		2,209		414		3,289		3,703		1,008	1985	3/27/1998	5 to 40 years
Ft. Oglethorpe	GA			349		1,250		1,674		464		2,809		3,273		805	1989	3/27/1998	5 to 40 years
Birmingham-Walt	AL			544		1,942		1,206		544		3,148		3,692		1,276	1984	3/27/1998	5 to 40 years
Providence	RI			702		2,821		3,798		702		6,619		7,321		1,744	1984/88	3/26/1998	5 to 40 years
Raleigh-Durham	NC			775		3,103		895		775		3,998		4,773		1,572	1988/91	4/9/1998	5 to 40 years
Raleigh-Durham	NC			940		3,763		826		940		4,589		5,529		1,845	1990/96	4/9/1998	5 to 40 years
Salem-Policy	NH			742		2,977		522		742		3,499		4,241		1,377	1980	4/7/1998	5 to 40 years
Youngstown-Warren	OH			522		1,864		1,365		569		3,182		3,751		1,192	1986	4/22/1998	5 to 40 years
Youngstown-Warren	OH			512		1,829		1,976		633		3,684		4,317		1,224	1986	4/22/1998	5 to 40 years
Melbourne	FL			662		2,654		1,852		662		4,506		5,168		1,108	1985	6/2/1998	5 to 40 years
Jackson	MS			744		3,021		219		744		3,240		3,984		1,298	1995	5/13/1998	5 to 40 years
Houston-Katy	TX			419		1,524		3,945		419		5,469		5,888		1,204	1994	5/20/1998	5 to 40 years
Hollywood-Sheridan	FL			1,208		4,854		597		1,208		5,451		6,659		2,167	1988	7/1/1998	5 to 40 years
Pompano Beach-Atlantic	FL			944		3,803		545		944		4,348		5,292		1,805	1985	7/1/1998	5 to 40 years
Pompano Beach-Sample	FL			903		3,643		426		903		4,069		4,972		1,652	1988	7/1/1998	5 to 40 years
Boca Raton-18th St	FL			1,503		6,059		-1,990		851		4,721		5,572		1,895	1991	7/1/1998	5 to 40 years
Vero Beach	FL			489		1,813		1,698		584		3,416		4,000		856	1997	6/12/1998	5 to 40 years
Houston-Humble	TX			447		1,790		2,382		740		3,879		4,619		1,228	1986	6/16/1998	5 to 40 years
Houston-Old Katy	TX			659		2,680		553		698		3,194		3,892		1,086	1996	6/19/1998	5 to 40 years
Houston-Webster	TX			635		2,302		175		635		2,477		3,112		988	1997	6/19/1998	5 to 40 years
Dallas-Fort Worth	TX			548		1,988		382		548		2,370		2,918		917	1997	6/19/1998	5 to 40 years

74

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Hollywood-N.21st	FL			840		3,373		581		840		3,954		4,794		1,600	1987	8/3/1998	5 to 40 years
San Marcos	TX			324		1,493		2,118		324		3,611		3,935		1,074	1994	6/30/1998	5 to 40 years
Austin-McNeil	TX			492		1,995		2,499		510		4,476		4,986		1,163	1994	6/30/1998	5 to 40 years
Austin-FM	TX			484		1,951		585		481		2,539		3,020		979	1996	6/30/1998	5 to 40 years
Dallas-Fort Worth	TX			550		1,998		847		550		2,845		3,395		1,005	1996	9/29/1998	5 to 40 years
Dallas-Fort Worth	TX			670		2,407		1,691		670		4,098		4,768		1,343	1996	10/9/1998	5 to 40 years
Cincinnati-Batavia	OH			390		1,570		1,060		390		2,630		3,020		903	1988	11/19/1998	5 to 40 years
Jackson-N.West	MS			460		1,642		562		460		2,204		2,664		965	1984	12/1/1998	5 to 40 years
Houston-Katy	TX			507		2,058		1,705		507		3,763		4,270		1,160	1993	12/15/1998	5 to 40 years
Providence	RI			447		1,776		902		447		2,678		3,125		1,043	1986/94	2/2/1999	5 to 40 years
Lafayette-Pinhook 1	LA			556		1,951		1,154		556		3,105		3,661		1,340	1980	2/17/1999	5 to 40 years
Lafayette-Pinhook2	LA			708		2,860		366		708		3,226		3,934		1,238	1992/94	2/17/1999	5 to 40 years
Lafayette-Ambassador	LA			314		1,095		866		314		1,961		2,275		859	1975	2/17/1999	5 to 40 years
Lafayette-Evangeline	LA			188		652		1,593		188		2,245		2,433		888	1977	2/17/1999	5 to 40 years
Lafayette-Guilbeau	LA			963		3,896		933		963		4,829		5,792		1,720	1994	2/17/1999	5 to 40 years
Phoenix-Gilbert	AZ			651		2,600		1,220		772		3,699		4,471		1,279	1995	5/18/1999	5 to 40 years
Phoenix-Glendale	AZ			565		2,596		633		565		3,229		3,794		1,204	1997	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ			330		1,309		2,536		733		3,442		4,175		864	1986	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ			339		1,346		665		339		2,011		2,350		718	1986	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ			291		1,026		1,024		291		2,050		2,341		658	1976	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ			354		1,405		487		354		1,892		2,246		755	1986	5/18/1999	5 to 40 years
Phoenix-Camelback	AZ			453		1,610		916		453		2,526		2,979		992	1984	5/18/1999	5 to 40 years
Phoenix-Bell	AZ			872		3,476		3,518		872		6,994		7,866		1,772	1984	5/18/1999	5 to 40 years
Phoenix-35th Ave	AZ			849		3,401		750		849		4,151		5,000		1,557	1996	5/21/1999	5 to 40 years
Portland	ME			410		1,626		1,919		410		3,545		3,955		1,144	1988	8/2/1999	5 to 40 years
Cocoa	FL			667		2,373		837		667		3,210		3,877		1,227	1982	9/29/1999	5 to 40 years
Dallas-Fort Worth	TX			335		1,521		557		335		2,078		2,413		768	1985	11/9/1999	5 to 40 years
Middletown-Monroe	NY			276		1,312		1,228		276		2,540		2,816		801	1998	2/2/2000	5 to 40 years
Boston - N. Andover	MA			633		2,573		946		633		3,519		4,152		1,174	1989	2/15/2000	5 to 40 years
Houston-Seabrook	TX			633		2,617		429		633		3,046		3,679		1,117	1996	3/1/2000	5 to 40 years
Ft. Lauderdale	FL			384		1,422		627		384		2,049		2,433		723	1994	5/2/2000	5 to 40 years
Birmingham-Bessemer	AL			254		1,059		1,331		254		2,390		2,644		678	1998	11/15/2000	5 to 40 years
Brewster	NY			1,716		6,920		179		1,981		6,834		8,815		1,408	1991/97	12/27/2000	5 to 40 years
Austin-Lamar	TX			837		2,977		593		966		3,441		4,407		826	1996/99	2/22/2001	5 to 40 years
Houston	TX			733		3,392		728		841		4,012		4,853		933	1993/97	3/2/2001	5 to 40 years
Ft.Myers	FL			787		3,249		537		902		3,671		4,573		890	1997	3/13/2001	5 to 40 years
Boston-Dracut	MA			1,035		3,737		665		1,104		4,333		5,437		1,382	1986	12/1/2001	5 to 40 years
Boston-Methuen	MA			1,024		3,649		746		1,091		4,328		5,419		1,326	1984	12/1/2001	5 to 40 years
Columbia	SC			883		3,139		1,302		942		4,382		5,324		1,265	1985	12/1/2001	5 to 40 years
Myrtle Beach	SC			552		1,970		991		588		2,925		3,513		910	1984	12/1/2001	5 to 40 years
Kingsland	GA			470		1,902		3,139		666		4,845		5,511		1,142	1989	12/1/2001	5 to 40 years
Saco	ME			534		1,914		417		570		2,295		2,865		706	1988	12/3/2001	5 to 40 years
Boston-Plymouth	MA			1,004		4,584		2,325		1,004		6,909		7,913		1,753	1996	12/19/2001	5 to 40 years

75

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Boston-Sandwich	MA			670		3,060		540		714		3,556		4,270		1,081	1984	12/19/2001	5 to 40 years
Syracuse	NY			294		1,203		1,106		327		2,276		2,603		571	1987	2/5/2002	5 to 40 years
Houston	TX			517		2,090		1,549		553		3,603		4,156		999	1979/83	2/13/2002	5 to 40 years
Dallas-Fort Worth	TX			734		2,956		736		784		3,642		4,426		1,088	1984	2/13/2002	5 to 40 years
Dallas-Fort Worth	TX			394		1,595		354		421		1,922		2,343		610	1985	2/13/2002	5 to 40 years
San Antonio-Hunt	TX			381		1,545		1,341		618		2,649		3,267		762	1980	2/13/2002	5 to 40 years
Houston-Humble	TX			919		3,696		524		919		4,220		5,139		1,225	1998/02	6/19/2002	5 to 40 years
Houston-Pasadena	TX			612		2,468		369		612		2,837		3,449		821	1999	6/19/2002	5 to 40 years
Houston-League City	TX			689		3,159		532		689		3,691		4,380		1,036	1994/97	6/19/2002	5 to 40 years
Houston-Montgomery	TX			817		3,286		2,189		1,119		5,173		6,292		1,285	1998	6/19/2002	5 to 40 years
Houston	TX			407		1,650		220		407		1,870		2,277		569	1997	6/19/2002	5 to 40 years
Houston-Beaumont	TX			817		3,287		360		817		3,647		4,464		1,079	1996	6/19/2002	5 to 40 years
The Hamptons	NY			2,207		8,866		700		2,207		9,566		11,773		2,743	1989/95	12/16/2002	5 to 40 years
The Hamptons	NY			1,131		4,564		556		1,131		5,120		6,251		1,420	1998	12/16/2002	5 to 40 years
The Hamptons	NY			635		2,918		415		635		3,333		3,968		913	1997	12/16/2002	5 to 40 years
The Hamptons	NY			1,251		5,744		460		1,252		6,203		7,455		1,714	1994/98	12/16/2002	5 to 40 years
Dallas-Fort Worth	TX			1,039		4,201		154		1,039		4,355		5,394		1,147	1995/99	8/26/2003	5 to 40 years
Dallas-Fort Worth	TX			827		3,776		462		827		4,238		5,065		1,083	1998/01	10/1/2003	5 to 40 years
Stamford	CT			2,713		11,013		392		2,713		11,405		14,118		2,997	1998	3/17/2004	5 to 40 years
Houston-Tomball	TX			773		3,170		1,801		773		4,971		5,744		1,186	2000	5/19/2004	5 to 40 years
Houston-Conroe	TX			1,195		4,877		241		1,195		5,118		6,313		1,282	2001	5/19/2004	5 to 40 years
Houston-Spring	TX			1,103		4,550		316		1,103		4,866		5,969		1,249	2001	5/19/2004	5 to 40 years
Houston-Bissonnet	TX			1,061		4,427		2,740		1,061		7,167		8,228		1,600	2003	5/19/2004	5 to 40 years
Houston-Alvin	TX			388		1,640		892		388		2,532		2,920		576	2003	5/19/2004	5 to 40 years
Clearwater	FL			1,720		6,986		142		1,720		7,128		8,848		1,763	2001	6/3/2004	5 to 40 years
Houston-Missouri City	TX			1,167		4,744		3,518		1,566		7,863		9,429		1,564	1998	6/23/2004	5 to 40 years
Chattanooga-Hixson	TN			1,365		5,569		1,513		1,365		7,082		8,447		1,720	1998/02	8/4/2004	5 to 40 years
Austin-Round Rock	TX			2,047		5,857		782		1,976		6,710		8,686		1,627	2000	8/5/2004	5 to 40 years
Syracuse - Cicero	NY			527		2,121		730		527		2,851		3,378		708	1988/02	3/16/2005	5 to 40 years
Long Island-Bayshore	NY			1,131		4,609		164		1,131		4,773		5,904		1,093	2003	3/15/2005	5 to 40 years
Boston-Springfield	MA			612		2,501		197		612		2,698		3,310		640	1965/75	4/12/2005	5 to 40 years
Stamford	CT			1,612		6,585		225		1,612		6,810		8,422		1,608	2002	4/14/2005	5 to 40 years
Houston-Jones	TX			1,214		4,949		171		1,215		5,119		6,334		1,144	1997/99	6/6/2005	5 to 40 years
Montgomery-Richard	AL			1,906		7,726		265		1,906		7,991		9,897		1,806	1997	6/1/2005	5 to 40 years
Boston-Oxford	MA			470		1,902		1,641		470		3,543		4,013		696	2002	6/23/2005	5 to 40 years
Austin-290E	TX			537		2,183		-287		491		1,942		2,433		488	2003	7/12/2005	5 to 40 years
SanAntonio-Marbach	TX			556		2,265		481		556		2,746		3,302		597	2003	7/12/2005	5 to 40 years
Austin-South 1st	TX			754		3,065		217		754		3,282		4,036		766	2003	7/12/2005	5 to 40 years
Houston-Pinehurst	TX			484		1,977		1,479		484		3,456		3,940		672	2002/04	7/12/2005	5 to 40 years
Atlanta-Marietta	GA			811		3,397		511		811		3,908		4,719		877	2003	9/15/2005	5 to 40 years
Baton Rouge	LA			719		2,927		2,529		719		5,456		6,175		829	1984/94	11/15/2005	5 to 40 years
Houston-Cypress	TX			721		2,994		1,173		721		4,167		4,888		862	2003	1/13/2006	5 to 40 years
San Marcos-Hwy 35S	TX			628		2,532		567		982		2,745		3,727		556	2001	1/10/2006	5 to 40 years

76

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Houston-Baytown	TX			596		2,411		125		596		2,536		3,132		541	2002	1/10/2006	5 to 40 years
Rochester	NY			937		3,779		175		937		3,954		4,891		808	2002/06	2/1/2006	5 to 40 years
Houston-Jones Rd 2	TX			707		2,933		2,736		707		5,669		6,376		1,035	2000	3/9/2006	5 to 40 years
Lafayette	LA			411		1,621		209		411		1,830		2,241		419	1997	4/13/2006	5 to 40 years
Lafayette	LA			463		1,831		121		463		1,952		2,415		409	2001/04	4/13/2006	5 to 40 years
Lafayette	LA			601		2,406		1,342		601		3,748		4,349		728	2002	4/13/2006	5 to 40 years
Lafayette	LA			542		1,319		2,146		542		3,465		4,007		612	1997/99	4/13/2006	5 to 40 years
Manchester	NH			832		3,268		143		832		3,411		4,243		691	2000	4/26/2006	5 to 40 years
Nashua	NH			617		2,422		553		617		2,975		3,592		584	1989	6/29/2006	5 to 40 years
Clearwater-Largo	FL			1,270		5,037		219		1,270		5,256		6,526		1,052	1998	6/22/2006	5 to 40 years
Clearwater-Pinellas Park	FL			929		3,676		177		929		3,853		4,782		755	2000	6/22/2006	5 to 40 years
Clearwater-Tarpon Spg.	FL			696		2,739		151		696		2,890		3,586		581	1999	6/22/2006	5 to 40 years
New Orleans	LA			1,220		4,805		195		1,220		5,000		6,220		989	2000	6/22/2006	5 to 40 years
St Louis-Meramec	MO			1,113		4,359		349		1,113		4,708		5,821		919	1999	6/22/2006	5 to 40 years
St Louis-Charles Rock	MO			766		3,040		1,370		766		4,410		5,176		636	1999	6/22/2006	5 to 40 years
St Louis-Shackelford	MO			828		3,290		193		828		3,483		4,311		691	1999	6/22/2006	5 to 40 years
St Louis-W.Washington	MO			734		2,867		724		734		3,591		4,325		753	1980/01	6/22/2006	5 to 40 years
St Louis-Howdershell	MO			899		3,596		263		899		3,859		4,758		759	2000	6/22/2006	5 to 40 years
St Louis-Lemay Ferry	MO			890		3,552		372		890		3,924		4,814		756	1999	6/22/2006	5 to 40 years
St Louis-Manchester	MO			697		2,711		141		697		2,852		3,549		565	2000	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX			1,256		4,946		318		1,256		5,264		6,520		1,025	1998/03	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX			605		2,434		125		605		2,559		3,164		497	2004	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX			607		2,428		165		607		2,593		3,200		508	2004	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX			1,073		4,276		75		1,073		4,351		5,424		855	2003	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX			549		2,180		1,117		549		3,297		3,846		522	1998	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX			644		2,542		90		644		2,632		3,276		521	1999	6/22/2006	5 to 40 years
San Antonio-Blanco	TX			963		3,836		160		963		3,996		4,959		792	2004	6/22/2006	5 to 40 years
San Antonio-Broadway	TX			773		3,060		1,739		773		4,799		5,572		658	2000	6/22/2006	5 to 40 years
San Antonio-Huebner	TX			1,175		4,624		225		1,175		4,849		6,024		929	1998	6/22/2006	5 to 40 years
Chattanooga-Lee Hwy II	TN			619		2,471		130		619		2,601		3,220		502	2002	8/7/2006	5 to 40 years
Lafayette	LA			699		2,784		1,960		699		4,744		5,443		849	1995/99	8/1/2006	5 to 40 years
Montgomery-E.S.Blvd	AL			1,158		4,639		871		1,158		5,510		6,668		1,041	1996/97	9/28/2006	5 to 40 years
Auburn-Pepperell Pkwy	AL			590		2,361		379		590		2,740		3,330		500	1998	9/28/2006	5 to 40 years
Auburn-Gatewood Dr	AL			694		2,758		230		694		2,988		3,682		551	2002/03	9/28/2006	5 to 40 years
Columbus-Williams Rd	GA			736		2,905		215		736		3,120		3,856		604	4/6/2002	9/28/2006	5 to 40 years
Columbus-Miller Rd	GA			975		3,854		1,261		975		5,115		6,090		669	1995	9/28/2006	5 to 40 years
Columbus-Armour Rd	GA			0		3,680		165		0		3,845		3,845		731	2004/05	9/28/2006	5 to 40 years
Columbus-Amber Dr	GA			439		1,745		188		439		1,933		2,372		367	1998	9/28/2006	5 to 40 years
Concord	NH			813		3,213		2,005		813		5,218		6,031		871	2000	10/31/2006	5 to 40 years
Buffalo-Langner Rd	NY			532		2,119		2,008		532		4,127		4,659		533	1993/07	3/30/2007	5 to 40 years
Buffalo-Transit Rd	NY			437		1,794		660		437		2,454		2,891		398	1998	3/30/2007	5 to 40 years
Buffalo-Lake Ave	NY			638		2,531		535		638		3,066		3,704		565	1997	3/30/2007	5 to 40 years
Buffalo-Union Rd	NY			348		1,344		206		348		1,550		1,898		276	1998	3/30/2007	5 to 40 years

77

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance	Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Buffalo-NF Blvd	NY			323		1,331		85		323		1,416		1,739		265	1998	3/30/2007	5 to 40 years
Buffalo-Young St	NY			315		2,185		966		316		3,150		3,466		499	1999/00	3/30/2007	5 to 40 years
Buffalo-Sheridan Dr	NY			961		3,827		2,363		961		6,190		7,151		758	1999	3/30/2007	5 to 40 years
Bufrfalo-Transit Rd	NY			375		1,498		293		375		1,791		2,166		363	1990/95	3/30/2007	5 to 40 years
Rochester-Phillips Rd	NY			1,003		4,002		118		1,003		4,120		5,123		716	1999	3/30/2007	5 to 40 years
Greenville	MS			1,100		4,386		632		1,100		5,018		6,118		891	1994	1/11/2007	5 to 40 years
Houston-Beaumont	TX			929		3,647		171		930		3,817		4,747		691	2002/04	3/8/2007	5 to 40 years
Houston-Beaumont	TX			1,537		6,018		325		1,537		6,343		7,880		1,130	2003/06	3/8/2007	5 to 40 years
Huntsville-Memorial	AL			1,607		6,338		901		1,677		7,169		8,846		1,160	1989/06	6/1/2007	5 to 40 years
Huntsville-Madison 1	AL			1,016		4,013		285		1,017		4,297		5,314		766	1993/07	6/1/2007	5 to 40 years
Bilox-Gulfport	MS			1,423		5,624		166		1,423		5,790		7,213		983	1998/05	6/1/2007	5 to 40 years
Huntsville-Hwy 72	AL			1,206		4,775		248		1,206		5,023		6,229		853	1998/06	6/1/2007	5 to 40 years
Mobile-Airport Blvd	AL			1,216		4,819		314		1,216		5,133		6,349		905	2000/07	6/1/2007	5 to 40 years
Bilox-Gulfport	MS			1,345		5,325		54		1,301		5,423		6,724		913	2002/04	6/1/2007	5 to 40 years
Huntsville-Madison 2	AL			1,164		4,624		229		1,164		4,853		6,017		827	2002/06	6/1/2007	5 to 40 years
Foley-Hwy 59	AL			1,346		5,474		290		1,347		5,763		7,110		999	2003/06	6/1/2007	5 to 40 years
Pensacola 6-Nine Mile	FL			1,029		4,180		135		1,029		4,315		5,344		809	2003/06	6/1/2007	5 to 40 years
Auburn-College St	AL			686		2,732		141		686		2,873		3,559		519	2003	6/1/2007	5 to 40 years
Biloxi-Gulfport	MS			1,811		7,152		96		1,811		7,248		9,059		1,214	2004/06	6/1/2007	5 to 40 years
Pensacola 7-Hwy 98	FL			732		3,015		70		732		3,085		3,817		558	2006	6/1/2007	5 to 40 years
Montgomery-Arrowhead	AL			1,075		4,333		143		1,076		4,475		5,551		761	2006	6/1/2007	5 to 40 years
Montgomery-McLemore	AL			885		3,586		75		885		3,661		4,546		624	2006	6/1/2007	5 to 40 years
San Antonio-Foster	TX			676		2,685		327		676		3,012		3,688		531	2003/06	5/21/2007	5 to 40 years
Houston-Beaumont	TX			742		3,024		163		742		3,187		3,929		527	2002/05	11/14/2007	5 to 40 years
Hattiesburg-Clasic	MS			444		1,799		151		444		1,950		2,394		315	1998	12/19/2007	5 to 40 years
Biloxi-Ginger	MS			384		1,548		103		384		1,651		2,035		255	2000	12/19/2007	5 to 40 years
Foley-7905 St Hwy 59	AL			437		1,757		170		437		1,927		2,364		292	2000	12/19/2007	5 to 40 years
Jackson-Ridgeland	MS			1,479		5,965		457		1,479		6,422		7,901		986	1997/00	1/17/2008	5 to 40 years
Jackson-5111	MS			1,337		5,377		138		1,337		5,515		6,852		844	2003	1/17/2008	5 to 40 years
Cincinnati-Robertson	OH			852		3,409		198		852		3,607		4,459		468	2003/04	12/31/2008	5 to 40 years
Richmond-Bridge Rd	VA			1,047		5,981		19		1,047		6,000		7,047		726	2009	10/1/2009	5 to 40 years
Raleigh-Durham	NC			846		4,095		75		846		4,170		5,016		332	2000	12/28/2010	5 to 40 years
Charlotte-Wallace	NC			961		3,702		108		961		3,810		4,771		302	2008	12/29/2010	5 to 40 years
Raleigh-Durham	NC			574		3,975		89		575		4,063		4,638		319	2008	12/29/2010	5 to 40 years
Charlotte-Westmoreland	NC			513		5,317		30		513		5,347		5,860		415	2009	12/29/2010	5 to 40 years
Charlotte-Matthews	NC			1,129		4,767		70		1,129		4,837		5,966		385	2009	12/29/2010	5 to 40 years
Raleigh-Durham	NC			381		3,575		38		381		3,613		3,994		286	2008	12/29/2010	5 to 40 years
Charlotte-Zeb Morris	NC			965		3,355		38		965		3,393		4,358		267	2007	12/29/2010	5 to 40 years
Fair Lawn-Wagaraw	PA			796		9,467		78		796		9,545		10,341		628	1999	7/14/2011	5 to 40 years
Elizabeth-Allen	PA			885		3,073		-276		885		2,797		3,682		188	1988	7/14/2011	5 to 40 years
Saint Louis-High Ridge	MO			197		2,132		31		197		2,163		2,360		167	2007	7/28/2011	5 to 40 years
Atlanta-Decatur	GA			1,043		8,252		53		1,043		8,305		9,348		502	2006	8/17/2011	5 to 40 years
Houston-Humble	TX			825		4,201		220		825		4,421		5,246		281	1993	9/22/2011	5 to 40 years

78

				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance		Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Dallas-Fort Worth	TX				693		3,552		55		693		3,607		4,300		231	2001	9/22/2011	5 to 40 years
Houston-Hwy 6N	TX				1,243		3,106		86		1,243		3,192		4,435		209	2000	9/22/2011	5 to 40 years
Austin-Cedar Park	TX				1,559		2,727		60		1,559		2,787		4,346		184	1998	9/22/2011	5 to 40 years
Houston-Katy	TX				691		4,435		86		691		4,521		5,212		281	2000	9/22/2011	5 to 40 years
Houston-Deer Park	TX				1,012		3,312		158		1,012		3,470		4,482		208	1998	9/22/2011	5 to 40 years
Houston-W.Little York	TX				575		3,557		103		575		3,660		4,235		241	1998	9/22/2011	5 to 40 years
Houston-Pasadena	TX				705		4,223		144		705		4,367		5,072		267	2000	9/22/2011	5 to 40 years
Houston-Friendswood	TX				1,168		2,315		110		1,168		2,425		3,593		162	1994	9/22/2011	5 to 40 years
Houston-Spring	TX				2,152		3,027		193		2,152		3,220		5,372		210	1993	9/22/2011	5 to 40 years
Houston-W.Sam Houston	TX				402		3,602		90		402		3,692		4,094		219	1999	9/22/2011	5 to 40 years
Austin-Pond Springs Rd	TX				1,653		4,947		115		1,653		5,062		6,715		306	1984	9/22/2011	5 to 40 years
Houston-Spring	TX				1,474		4,500		62		1,474		4,562		6,036		286	2006	9/22/2011	5 to 40 years
Austin-Round Rock	TX				177		3,223		90		177		3,313		3,490		208	1999	9/22/2011	5 to 40 years
Houston-Silverado Dr	TX				1,438		4,583		86		1,438		4,669		6,107		286	2000	9/22/2011	5 to 40 years
Houston-Sugarland	TX				272		3,236		155		272		3,391		3,663		215	2001	9/22/2011	5 to 40 years
Houston-Westheimer Rd	TX				536		2,687		118		536		2,805		3,341		172	1997	9/22/2011	5 to 40 years
Houston-Wilcrest Dr	TX				1,478		4,145		122		1,478		4,267		5,745		255	1999	9/22/2011	5 to 40 years
Houston-Woodlands	TX				1,315		6,142		150		1,315		6,292		7,607		365	1977	9/22/2011	5 to 40 years
Houston-Woodlands	TX				3,189		3,974		86		3,189		4,060		7,249		237	2000	9/22/2011	5 to 40 years
Houston-Katy Freeway	TX				1,049		5,175		474		1,049		5,649		6,698		330	1999	9/22/2011	5 to 40 years
Houston-Webster	TX		2,254		2,054		2,138		349		2,054		2,487		4,541		152	1982	9/22/2011	5 to 40 years
Newport News	VA				2,848		5,892		60		2,848		5,952		8,800		364	2004	9/29/2011	5 to 40 years
Pensacola	FL				197		4,281		140		197		4,421		4,618		251	1996	11/15/2011	5 to 40 years
Miami	FL				2,960		12,077		55		2,960		12,132		15,092		487	2005	5/16/2012	5 to 40 years
Chicago - Lake Forest	IL				1,932		11,606		60		1,932		11,666		13,598		471	1996/2004	6/6/2012	5 to 40 years
Chicago - Schaumburg	IL				1,940		4,880		159		1,940		5,039		6,979		209	1998	6/6/2012	5 to 40 years
Norfolk	VA				911		5,862		47		911		5,909		6,820		233	2007	6/20/2012	5 to 40 years
Atlanta	GA				1,560		6,766		53		1,560		6,819		8,379		259	2009	7/18/2012	5 to 40 years
Jacksonville - Middlebrg	FL				664		5,719		40		664		5,759		6,423		190	2008	9/18/2012	5 to 40 years
Jacksonville - Orange Pk.	FL				772		3,882		53		772		3,935		4,707		132	2007	9/18/2012	5 to 40 years
St. Augustine	FL				739		3,858		39		739		3,897		4,636		133	2007	9/18/2012	5 to 40 years
Atlanta - NE Expressway	GA				1,384		9,266		45		1,384		9,311		10,695		307	2009	9/18/2012	5 to 40 years
Atlanta - Kennesaw	GA				856		4,315		46		856		4,361		5,217		145	2008	9/18/2012	5 to 40 years
Atlanta - Lawrenceville	GA				855		3,838		76		855		3,914		4,769		131	2007	9/18/2012	5 to 40 years
Atlanta - Woodstock	GA				1,342		4,692		57		1,342		4,749		6,091		160	2009	9/18/2012	5 to 40 years
Raleigh-Durham	NC				2,337		4,901		102		2,337		5,003		7,340		165	2002	9/19/2012	5 to 40 years
Chicago - Lindenhurst	IL				1,213		3,129		82		1,213		3,211		4,424		109	1999/2006	9/27/2012	5 to 40 years
Chicago - Orland Park	IL				1,050		5,894		72		1,050		5,966		7,016		171	2007	12/10/2012	5 to 40 years
Bradenton	FL				1,501		3,775		38		1,501		3,813		5,314		99	1997	12/21/2012	5 to 40 years
Ft. Myers - Cleveland	FL				515		2,280		41		515		2,321		2,836		62	1998	12/21/2012	5 to 40 years
Clearwater - Drew St.	FL				1,234		4,018		27		1,234		4,045		5,279		105	2000	12/21/2012	5 to 40 years
Clearwater	FL				1,555		5,978		29		1,555		6,007		7,562		155	2000	12/21/2012	5 to 40 years
Chicago - Aurora	IL				269		3,126		47		269		3,173		3,442		82	2010	12/31/2012	5 to 40 years

79

				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period										Life on
Description	ST	Encumbrance		Land		Building, Equipment and Impvmts		Building, Equipment and Impvmts		Land		Building, Equipment and Impvmts		Total		Accum. Deprec.		Date of Const.	Date Acquired	which depr in latest income statement is computed
Phoenix	AZ				910		3,656		47		910		3,703		4,613		101	2008	12/18/2012	5 to 40 years
Chicago - North Austin	IL				2,593		5,029		75		2,593		5,104		7,697		135	2005	12/20/2012	5 to 40 years
Chicago - North Western	IL				1,718		6,466		63		1,718		6,529		8,247		166	2005	12/20/2012	5 to 40 years
Chicago - West Pershing	IL				395		3,226		46		395		3,272		3,667		83	2008	12/20/2012	5 to 40 years
Austin-Cedar Park	TX				1,246		5,740		50		1,246		5,790		7,036		152	2006	12/27/2012	5 to 40 years
Chicago - N. Broadway	IL				2,373		9,869		22		2,373		9,891		12,264		252	2011	12/20/2012	5 to 40 years
Austin-Round Rock	TX				774		3,327		21		774		3,348		4,122		88	2004	12/27/2012	5 to 40 years
Austin-Round Rock	TX				632		1,985		35		632		2,020		2,652		59	2007	12/27/2012	5 to 40 years
San Antonio - Marbach	TX				337		2,005		67		337		2,072		2,409		51	2005	2/11/2013	5 to 40 years
Long Island	NY				2,122		8,735		91		2,122		8,826		10,948		171	2002	3/22/2013	5 to 40 years
Boston - Somerville	MA				1,553		7,186		47		1,553		7,233		8,786		140	2008	3/22/2013	5 to 40 years
Long Island - Deer Park	NY				1,096		8,276		26		1,096		8,302		9,398		72	2009	8/29/2013	5 to 40 years
Long Island - Amityville	NY				2,224		10,102		8		2,224		10,110		12,334		87	2009	8/29/2013	5 to 40 years
Colorado Springs	CO				629		5,201		59		629		5,260		5,889		33	2006	9/30/2013	5 to 40 years
Toms River - Route 37	NJ				1,843		6,544		-5		1,843		6,539		8,382		14	2007	11/26/2013	5 to 40 years
Lake Worth - S Military	FL				868		5,306		2		868		5,308		6,176		11	2000	12/4/2013	5 to 40 years
Austin-Round Rock	TX				1,547		5,226		0		1,547		5,226		6,773		0	2008	12/27/2013	5 to 40 years
Hartford-Bristol	CT				1,174		8,816		0		1,174		8,816		9,990		0	2004	12/30/2013	5 to 40 years
Piscataway	NJ				1,639		10,946		0		1,639		10,946		12,585		0	2006	12/30/2013	5 to 40 years
Construction in Progress					0		0		9,801		0		9,801		9,801		0	2013
Corporate Office	NY				0		68		20,921		1,633		19,356		20,989		11,537	2000	5/1/2000	5 to 40 years
		$	2,254	$	299,945	$	1,194,359	$	370,333	$	312,053	$	1,552,584	$	1,864,637	$	366,472

80

	December 31, 2013						December 31, 2012						December 31, 2011
Cost:
Balance at beginning of period				$	1,742,354					$	1,525,283					$	1,349,927
Additions during period:
Acquisitions through foreclosure	$	—					$	—					$	—
Other acquisitions		93,376						185,431						151,572
Improvements, etc.		33,811						36,238						27,344
					127,187						221,669						178,916
Deductions during period:
Cost of assets disposed		(4,904	)					(4,598	)					(1,011	)
Impairment write-down		—						—						(1,721	)
Casualty loss		—						—						(828	)
					(4,904	)					(4,598	)					(3,560	)
Balance at close of period				$	1,864,637					$	1,742,354					$	1,525,283
Accumulated Depreciation:
Balance at beginning of period				$	324,963					$	289,082					$	257,026
Additions during period:
Depreciation expense	$	41,929					$	37,226					$	33,266
					41,929						37,226						33,266
Deductions during period:
Accumulated depreciation of assets disposed		(420	)					(1,345	)					(422	)
Accumulated depreciation on impaired asset		—						—						(674	)
Accumulated depreciation on casualty loss		—						—						(114	)
					(420	)					(1,345	)					(1,210	)
Balance at close of period				$	366,472					$	324,963					$	289,082

81

EX-10.18

Exhibit 10.18

LEASE

AGREEMENT OF LEASE, made this 7th day of August, 2013, by and between

CARLOS A. ARREDONDO

35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee covenant and agree as follows:

1. PREMISES

1.1 Lessor has entered into an agreement to acquire the real property consisting of land, and all buildings and improvements, including 138,165± square feet of indoor self storage space, and located at 1525 Boston Post Road, Milford, Connecticut 06810, which real property is legally described in attached Exhibit “A” (collectively “Premises”). Lessor, in consideration of the Rent (as hereinafter defined) and of the covenants, conditions and agreements herein contained, and in consideration of a non-refundable $500 payment to be made by Lessee to Lessor following the full execution of this Lease, does hereby lease unto Lessee, and Lessee does hereby lease from Lessor the Premises. Lessor and Lessee hereby acknowledge and agree that a portion of the Premises has been leased for automobile storage purposes pursuant to a lease dated May 15, 2001 between Milford Project, LLC and Milford Gateway, Inc. (“Auto Storage Lease”), and this Lease shall be deemed to be an overlease with respect to the Auto Storage Lease. Lessee may utilize any personal property located on the Premises not covered by the Auto Storage Lease at no charge. Lessor and Lessee acknowledge and agree that as of the Commencement Date (as hereinafter defined) Lessee shall have the full and exclusive right to use, occupy, possess, operate and control the Premises (except for the portion leased under the Auto Storage Lease), including the entire self storage facility on the Premises, subject to the Leases (as hereinafter defined) and covenants, easements and agreements of record (which covenants, easements and agreements may be raised by Lessee as title objections pursuant to Section 8 hereof).

1.2 This Lease is contingent upon Lessee entering into three (3) other leases involving self storage properties located at One Executive Boulevard, Farmingdale, New York, 65 West John Street, Hicksville, New York and 15 -19 Kenosia Avenue and 21-25 Kenosia Avenue, Danbury, Connecticut. See also Section 5.7 of this Lease.

2. USE OF PREMISES

Lessee is hereby granted the right to use the Premises during the Term (as hereinafter defined) for the following purposes, and for no other purposes without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed: Use and operation of a self storage facility, and all incidental, ancillary and related uses, including but not limited to offices, sales of customary self storage merchandise, and the leasing of vehicles, vans and trucks. Subject to compliance with applicable governmental regulations and receipt of Lessor’s consent which shall not be unreasonably withheld, conditioned or delayed, Lessee may also sublease portions of the Premises for purposes such as billboards and cell communications without violating this Section 2.

3. TERM/LEASES/LIABILITIES

3.1 The term of this Lease shall be for a period of fifteen (15) years and two (2) months (“Term”) commencing on November 1, 2013 (“Commencement Date”) and expiring on December 31, 2028, subject to the contingencies set forth in Section 5.4 hereof.

3.2 Lessee shall be responsible for and shall obtain any and all licenses and permits which may be necessary or required for Lessee’s use, occupancy and operation of the Premises as a self storage facility, provided however, from and after the Commencement Date, Lessee shall have the benefit of any licenses, permits, variances, approvals and certificates, including all certificates of occupancy, if any, with respect to the Premises in existence as of the date hereof (each a “Permit” and collectively “Permits”).

3.3 Lessor hereby assigns to Lessee effective as of the Commencement Date, all of the self storage leases, occupancy agreements, rental agreements pertaining to the Premises (each a “Lease” and collectively “Leases”), and the right to receive all rents, additional rents and other sums due under the Leases. The term “Lease” shall include the Auto Storage Lease. Beginning as of the Commencement Date, Lessee shall have the right to enter into new leases/subleases, occupancy agreements and rental agreements (all of which will become part of the Leases) with respect to the Premises (other than the portion leased under the Auto Storage Lease) consistent with Lessee’s commercially reasonable practice, including the use of Lessee’s standard form of self storage lease.

3.4 Lessor hereby assigns to Lessee effective as of the Commencement Date, and Lessee shall assume as of the Commencement Date, the existing service contracts of Lessor including those existing service contracts of the current owner and/or current manager of the Premises that (i) were assigned to and assumed by Lessor or (ii) Lessor acquired the Premises subject to (each a “Contract” and collectively “Contracts”) provided that (a) Lessor has provided Lessee with complete copies of, and all amendments to, all of the Contracts (it being agreed that Lessee shall not be obligated to assume any Contract that Lessee has not received) and (b) Lessee’s assumption of Contracts shall be only with respect to those obligations under the Contracts which first arise from and after the Commencement Date. Lessor and Lessee shall indemnify one another respecting the Contracts assigned to and assumed by Lessee pursuant to Section 3.7 hereof. Promptly following the full execution hereof, Lessor and Lessee shall review all of the Contracts.

3.5 Lessee shall not be obligated to assume or be responsible for the obligations under the existing management agreements affecting the Premises. Lessor shall use good faith efforts to terminate the existing management agreement for the Premises, which termination shall be effective no later than the Commencement Date.

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3.6 Lessor shall use good faith commercially reasonable efforts to remove all Westy signage at the Premises, as well as all Westy-branded inventory by, and the removal of the same shall be a condition precedent to the occurrence of, the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). To the extent that Westy signage and/or Westy-branded inventory has not been removed from the Premises by the Commencement Date, Lessee may remove the same. Lessee shall not use any Westy-branded forms or Westy manuals. Upon the Commencement Date, Lessee shall have the right to retain and use the local telephone numbers and fax numbers currently used at and for the Premises, to the extent same may be transferred to Lessee. Prior to the Commencement Date, Lessor shall ensure that all references to the Premises are removed from any existing internet website of Lessor, Lessor’s predecessor in title (Milford Project LLC), Arredondo & Co., and any manager of the Premises, including the website known as http://www.westy.com and all other websites used for the Westy storage business, as provided in the agreement pursuant to which Lessor will be acquiring the Premises. Lessor shall cooperate reasonably with Lessee in connection with the transfer by Lessor to Lessee of customer lists and related information respecting the tenants of the Premises, all of which shall be a condition precedent to the occurrence of the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). Lessor shall not transfer to Lessee any of Lessor’s or Westy’s forms, manuals, intellectual property, trade secrets, computer software or any drawings, plans or specifications regarding building construction; provided, however, that copies of such drawings, plans and specifications, to the extent in Lessor’s possession, shall be provided by Lessor to Lessee prior to the Commencement Date for informational purposes only, except as necessary to operate, repair and maintain the Premises. Attached hereto as Exhibit E is a notice that is to be sent or delivered by Milford Project LLC, Arredondo & Co., Westy or any manager of the Premises to the tenants of the Premises. As of the Commencement Date, Lessee may also send notices and/or letters to tenants of the Premises advising the tenants of Lessee’s interest in the Premises and that rents shall be sent to Lessee, and Lessee shall provide a draft of such letter to Lessor at least five (5) business days prior to the date that Lessee intends to send or deliver such letter to tenants of the Premises (which letter must be reasonably acceptable to Lessor).

3.7 Lessee shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for any liabilities or obligations of Lessor (or any person or entity comprising Lessor) of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, and Lessor shall remain solely responsible for, all liabilities and obligations of Lessor respecting the Premises, the Leases, the Permits, the Contracts, and Lessor’s telephone numbers, fax numbers and yellow page advertisements that (a) exist as of, or that accrued prior to, the Commencement Date, including but not limited to all utility charges and taxes (such as, without limitation, real property taxes, sales tax, excise taxes and use taxes) and (b) are not expressly assumed by Lessee hereunder (each an “Excluded Liability” and collectively the “Excluded Liabilities”). Lessee shall only be responsible for obligations first arising from and after the Commencement Date under any Permit, Contract or Lease that are expressly assigned to and expressly assumed by Lessee hereunder and the obligations of landlord under the Auto Storage Lease first arising from and after the Commencement Date (“Assumed Obligations”). The Assumed Obligations shall not include any obligation or liability of Lessor (or any person or entity comprising Lessor or any predecessor Lessor) arising out of any breaches or defaults by Lessor (or any person or entity comprising Lessor) under any of the Permits, Contracts or Leases, or arising out of any obligation which Lessor (or any person or entity comprising Lessor or any predecessor of Lessor) were

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to have performed or discharged thereunder prior to the Commencement Date. Lessee shall indemnify and defend Lessor and shall hold Lessor harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of breaches by Lessee of Assumed Obligations which occur on or after the Commencement Date. Lessor shall indemnify and defend Lessee and shall hold Lessee harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of (A) breaches of obligations under the Permits, Contracts and Leases arising before the Commencement Date and (B) the Excluded Liabilities. The obligations in this Section 3.7 shall survive the expiration of the Term or earlier termination of this Lease.

3.8 Upon the expiration of the Term or earlier termination of this Lease (a) Lessee shall quit and surrender the Premises to Lessor, broom clean, in good order and condition as required by the Lease, (b) Lessee shall remove from the Premises all of Lessee’s personal property and (c) all Permits, Contracts (that were assumed by Lessee) and Leases shall automatically be deemed to have been reassigned by Lessee to Lessor, and assumed by Lessor, without any further action (provided that Lessee at Lessor’s request shall deliver a written confirmation of such reassignment to Lessor).

3.9 Until the Commencement Date, Lessor shall use good faith commercially reasonable efforts to (and if Lessor is not the owner of the Premises, Lessor shall request such owner and any manager to) continue to operate the portion of the Premises other than the portion of the Premises covered by the Auto Storage Lease as a self storage facility in the ordinary course of commercially reasonable business consistent with past practice. It shall be a condition precedent to the occurrence of the Commencement Date (which condition precedent may be waived by Lessee, and only by Lessee) that subsequent to the expiration of the Inspection Period neither Lessor nor any of the persons or entities comprising Lessor shall (and Lessor shall request that the current owner and manager of the Premises not) to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion (a) enter into any new leases, rental agreements or occupancy agreements affecting the Premises (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (b) sell, or enter into any leases affecting, any of the personal property at the Premises, (c) terminate or modify the Auto Storage Lease or any Leases (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (d) enter into any one (1) or more power purchase agreements, energy contracts or similar agreements (collectively “Power Purchase Agreements”), (e) enter into any new service contracts that cannot be terminated on 30 days or less notice without penalty or premium, (f) modify or terminate any Permits or Contracts assumed by Lessee, (g) apply for any variance, certificate, permit, approval, or a change of the present zoning classification of the Premises or (h) create, permit or allow any encumbrance on the Premises (the term “encumbrance” shall include, without limitation, any lien, claim, option, right of first refusal, right of first offer, encroachment, right-of-way, easement, covenant, condition, restriction, mortgage, deed of trust, assignment of rents, judgment or mechanic’s lien). If Lessor (or any person or entity comprising Lessor) becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the expiration of the Inspection Period, Lessor shall provide prompt written notice to Lessee (“Lessor’s Notice”). If Lessee becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the Commencement Date via Lessor’s Notice or otherwise, Lessee may terminate this Lease on written notice to Lessor by the later of (i) the end of the Inspection Period or (ii) five (5) business days following either Lessee’s receipt of Lessor’s

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Notice or Lessee’s becoming aware of any one (1) or more of the aforementioned (a) through (h) events. In the event that between the expiration of the Inspection Period and the Commencement Date, the portion of the Premises not covered by the Auto Storage Lease is not operated as a self storage facility, in the ordinary course of commercially reasonable business consistent with past practice in accordance with this Section 3.9, or in the event that any one (1) or more of subsections (a) through (h) in this Section 3.9 occurs to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion, Lessee may terminate this Lease on written notice to Lessor on or prior to the Commencement Date, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorney’s fees) as its sole and exclusive remedy.

3.10 Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, neither the Premises (nor any portion thereof) may be listed or offered for sale or lease by Lessor (or any person or entity comprising Lessor, or any agent of any of them), nor may any third party offer involving all or any portion of the Premises be sought or solicited by Lessor (or any person or entity comprising Lessor, or any agent of any of them), until after the expiration of the Option Period (provided that Lessee has not exercised the Purchase Option). Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, until the Option Period expires (provided that Lessee has not exercised the Purchase Option), neither Lessor nor any person or entity comprising Lessor, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease (except as expressly provided herein), agreement, offer or contract respecting the Premises. If Lessee exercises the Purchase Option and pending closing thereunder, neither Lessor nor any person or entity comprising Lessor shall undertake any one (1) or more of the actions described in this Section 3.10.

3.11 Lessee has no right to extend the Term of this Lease.

3.12 In the event Lessee remains in the Premises beyond the expiration of the Term, or beyond an earlier termination of this Lease, such holding over shall not constitute a renewal of this Lease or an extension of the Term and Lessee will pay Lessor for each month and for each portion of any month during which Lessee holds over in the Premises after expiration or sooner termination of the Term of this Lease a sum equal to two (2) times the Rent and additional rent which was payable during the last month of this Lease. The aforesaid obligations shall survive the expiration or sooner termination of the Term of this Lease.

4. RENTAL

In consideration of the Premises and the Purchase Option (as hereinafter defined), Lessee covenants and agrees to pay to Lessor, without demand, set-off or deduction whatsoever, annual rent in the amount of $1,657,500 to be paid monthly in the amount of $138,125 per month (“Rent”) beginning on the Commencement Date. Beginning January 1, 2015, Rent shall increase by four percent (4%) per year, calculated on a cumulative and compounded basis. Rent shall be payable in advance on or before the first day of each month, from the Commencement Date through the end of the Term. Rent payments shall be sent to, and shall be made payable to the Lessor, at 35 Field Point Circle, Greenwich, Connecticut 06830. At the request of Lessor, Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Lessor. The Rent payable hereunder shall be in addition to all other payments to be made by Lessee as hereinafter provided.

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5. OPTION TO PURCHASE/DUE DILIGENCE/CONTINGENCIES

5.1 Provided Lessee is not in default beyond expiration of any applicable grace, notice and cure periods, Lessee shall have the exclusive option from and after November 2, 2014 through June 2, 2016 (“Option Period”) to elect to purchase the Premises and the personal property therein (“Purchase Option”), in Lessee’s sole discretion, at and for a purchase price equal to $33,150,000. Lessee may exercise the Purchase Option by providing written notice to Lessor on or before June 2, 2016 but in no event sooner than November 2, 2014. In the event that Lessee exercises the Purchase Option (a) the closing shall occur on or about ninety (90) days following the date of Lessee’s exercise of the Purchase Option; provided, however, that the closing shall occur no earlier than February 2, 2015 and (b) the terms of purchase and sale set forth in attached Exhibit “B” shall automatically govern and be binding upon Lessor and Lessee (“Purchase Agreement”). In the event that Lessee exercises the Purchase Option, this Lease will be deemed to have expired on the date that Lessee acquires title to the Premises and the personal property therein, and all obligations under this Lease shall terminate except for those that expressly survive termination hereof and expiration of the Term. The Purchase Option shall run with the Premises, and shall bind all successors, assigns, heirs, distributees, executors, administrators, personal representatives, trustees, beneficiaries, grantees, mortgagees and transferees of Lessor. If prior to or after the exercise of the Purchase Option by Lessee, for any reason (including without limitation the acts or omissions Lessor, parties claiming by or through Lessor and/or the current owner or current manager of the Premises but excluding acts or omissions of Lessee) the Purchase Option is or becomes unenforceable, or if the Purchase Option is deemed to be inferior in priority to any subsequent holder of an interest in the Premises or any part thereof (such as any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises) or if any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises (or any part thereof) are not fully bound by the Purchase Option (for example, if the unenforceability, subordination, extinguishment, potential extinguishment or non-binding nature of the Purchase Option arose out of any sale, conveyance, lease, transfer or mortgage of all or any part of the Premises), Lessee may specifically enforce its right to exercise the Purchase Option and its right to compel and specifically enforce the transfer and conveyance of the Premises and personal property to Lessee; provided, however, if either or both of the aforementioned specific performance remedies are not enforceable or are otherwise unavailable to Lessee, Lessee may terminate this Lease by providing written notice to Lessor. Nothing in this Section 5.1 (or elsewhere in this Lease) shall be construed to be a waiver by Lessee of any of Lessee’s rights or remedies with respect to the Purchase Option, in law or equity, and Lessee fully reserves all of its rights and remedies; provided, however, Lessee may only sue Lessor for damages if Lessor made the remedy of specific performance unavailable by Lessor’s act or acts.

5.2 Beginning upon the date of full execution and delivery hereof, Lessee shall have until 11:59 p.m. Eastern Time on September 16, 2013 (“Inspection Period”) within which to conduct at its sole cost and expense due diligence investigations, inspections and reviews of the Premises, the scope of which Lessee shall determine. On prior notice to Lessor, Lessee shall be allowed to enter and access the Premises and, subject to the provisions of this Lease, the right to review all due diligence information described herein even if Lessor does not own the Premises or the due diligence information; and Lessor hereby agrees to indemnify, defend and hold Lessee harmless from and against any and all claims by the current owner and/or current manager, including damages, liabilities, losses and expenses

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(including attorney’s fees) arising out of Lessee’s entry upon the Premises and review of the due diligence materials. In regard to Lessee’s surveyors having access to the Premises, Lessee will instruct the surveyors to contact Lessor’s counsel and/or Carlos A. Arredondo for purposes of accessing the Premises, and such access shall not be delayed. The effectiveness of this Lease is contingent upon Lessee satisfying itself (in Lessee’s sole and absolute discretion) that the Premises are acceptable to Lessee, including (without limitation) that all of the information (including financial information) received by Lessee respecting the Premises is acceptable to Lessee. Lessee may inspect the Premises to conduct its due diligence review. On prior notice to Lessor, Lessee and its agents, contractors and employees shall have access to the Premises (and all records and other information related to the Premises as set forth on Exhibit C shall be made available to, or shall be provided to, Lessee by Lessor). The examinations shall be conducted during business hours, from time to time, and subject to the rights of tenants, and shall not under any circumstances compromise or affect the structural integrity of the Premises. Lessee may have the Premises surveyed without Lessor’s prior approval. Lessee must obtain Lessor’s prior written approval of the scope and method of any physically intrusive environmental inspection, testing or investigation of the Premises (other than a Phase I environmental inspection which Lessee may obtain in its sole discretion) including, without limitation, any inspection which would involve taking subsurface borings or related investigations, and any inspection which would alter the physical condition of the Premises. Lessor and its representatives, agents, and/or contractors shall have the right to be present during any testing, investigation, or inspection of the Premises. In no event shall Lessee or any of its agents, representatives or independent contractors contact any tenant at the Premises, any governmental agencies having jurisdiction over the Premises (except for a status of notices of violations, if any, and a confirmation of the zoning status of the Premises by Lessee and/or through a zoning report Lessee may order from Bock & Clark, and the existence of the certificates of occupancy or their equivalent), or Lessor’s vendors directly without Lessor’s prior written approval. Lessor shall provide to Lessee the information on Exhibit “C” attached hereto (in Lessee’s Buffalo, New York office Attention: Sandra L. Herberger), electronically or by hard copy within one (1) business day after receipt of the same from the current owner, which information Lessor shall seek and demand as soon as Lessor has the right to do so.

5.3 Lessor shall provide reasonable cooperation with respect to Lessee’s investigations, inspections and reviews hereunder. If the Premises (or any investigation, inspection or review conducted by Lessee hereunder) is unsatisfactory to Lessee, in Lessee’s sole and absolute discretion, Lessee may (for any reason or no reason) terminate this Lease by providing written notice to Lessor prior to the end of the Inspection Period, TIME BEING OF THE ESSENCE. Lessor’s failure to deliver to Lessee any of the above items within the period provided shall not result in the extension of the Inspection Period, and Lessee’s sole remedy therefor shall be Lessee’s right to terminate this Lease by delivering written notice thereof to Lessor on or prior to the expiration of the Inspection Period. All information provided by Lessor to Lessee or obtained by Lessee relating to the Premises in the course of Lessee’s review, including, without limitation, any environmental assessment or audit, if any (collectively, the “Reports”) shall be treated as confidential information by Lessee and Lessee shall instruct all of its employees, agents, representatives, and contractors (collectively, “Lessee Representatives”) as to the confidentiality of all such information. Unless and until Lessee acquires title to the Premises, Lessee shall maintain the confidentiality of such information, and shall require Lessee Representatives not to disclose any such information to any other party. Lessor shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief in the event of any such breach or threatened breach. Notwithstanding the foregoing, the confidentiality requirement set forth above shall not apply to (a) information already in the public domain, (b)

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information already disclosed to others as non-confidential by Lessor, the current owner of the Premises, the current manager of the Premises or any agent or employee of any of them or (c) information that must be disclosed pursuant to applicable law, order or governmental demand. Lessee may share all information and Reports with its attorneys, brokers, insurers, title insurers, surveyors, accountants, lenders and other consultants provided Lessee informs them of the confidential nature of this information.

5.4 Lessor intends to acquire the Premises from Milford Project LLC on or before the Commencement Date. Lessee’s obligations under this Lease are expressly subject to, conditioned upon and contingent upon (a) Lessor (and only Lessor) acquiring and holding insurable fee simple title to the Premises as of the Commencement Date; (b) Lessor’s acquisition of the Premises and the personal property therein having been duly authorized by the entity that conveyed the same to Lessor; (c) intentionally omitted; (d) Lessor furnishing Lessee with a Non-Disturbance Agreement (as hereinafter defined) by the Commencement Date from all parties holding a Mortgage (as hereinafter defined) encumbering the Premises; (e) all management agreements affecting the Premises having been terminated prior to the Commencement Date; (f) Lessor having cured by the Commencement Date all title objections raised by Lessee that Lessor agrees to cure pursuant to Section 8 hereof, and there having been no change in the status of title to the Premises between the date that Lessee approves of the status of title (if at all) pursuant and subject to Section 8 hereof and the Commencement Date; (g) Lessor having delivered to Lessee the Non-Competition Agreement (as hereinafter defined), the Settlement Statement (as hereinafter defined) with adjustments as of the Commencement Date once prepared and delivered by Lessee’s title insurer and approved by Lessor and Lessee, and the Memorandum of Lease (as hereinafter defined) no later than the Commencement Date, (h) following an update of the status of title through the Commencement Date, Lessee having obtained a leasehold title insurance policy being effective and paid for by Lessee as of the Commencement Date without any additional liens, encumbrances or exceptions beyond what was disclosed in the initial commitments of title issued to Lessee, (i) if the current owner and/or current manager of the Premises delivers to Lessor an updated rent roll, which Lessor shall promptly request from the current owner and current manager of the Premises, Lessor having delivered to Lessee a rent roll certificate, attached to which is a current rent roll, pursuant to which Lessor certifies to Lessee, to Lessor’s knowledge, that the rent roll is accurate and that there are no other tenants at the Premises except those set forth on such rent roll, and a certificate certifying that all of the representations and warranties of Lessor under this Lease are true and correct in all material respects on and as of the Commencement Date except as modified hereby, and (j) Lessor having delivered to Lessee no later than the Commencement Date an “Auto Storage Estoppel Certificate” (as hereinafter defined) dated no earlier than thirty (30) days prior to the initially scheduled Commencement Date. The aforementioned contingencies are for the exclusive benefit of Lessee, and may be waived by Lessee only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by Lessee in writing (it being understood that subsection (a) of this Section 5.4 respecting Lessor’s ownership of the Premises cannot be waived), Lessee may terminate this Lease by providing written notice to Lessor no later than three (3) business days after the Commencement Date but prior to occupancy of the Premises by Lessee, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees). For purposes of this Lease, “Auto Storage Estoppel Certificate” shall be deemed to be an estoppel certificate executed by the tenant under the Auto Storage Lease in form and substance reasonably acceptable to Lessee and confirming that the

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tenant under the Auto Storage Lease will recognize and attorn to Lessee as its landlord under the Auto Storage Lease, and will acknowledge that the Auto Storage Lease is subordinate to this Lease, with Lessor and Lessee agreeing to use good faith efforts to agree, on or prior to the expiration of the Inspection Period, on the form and substance of such certificate, and any other documents and instruments that may need to be executed by Lessor, Lessee and the tenant under the Auto Storage Lease to confirm the arrangements contemplated by this Lease with respect to the Auto Storage Lease, and if Lessor and Lessee fail to agree on the form and substance of such estoppel certificate and other documents and instruments on or prior to the expiration of the Inspection Period, and Lessee does not terminate this Lease on or prior to the expiration of the Inspection Period, Lessee shall be deemed to have waived the contingency set forth clause (j) above. If the Auto Storage Lease, or a memorandum thereof, has been recorded in real property records, the Auto Storage Estoppel Certificate, or an equivalent instrument reflecting subordination and attornment referred to above, shall be recorded in the real property records on the Commencement Date.

5.5 It is the parties’ understanding that Lessor intends to acquire the Premises no later than November 1, 2013, and that the Commencement Date will be November 1, 2013. The Commencement Date shall be adjusted to the date that Lessor acquires the Premises if such acquisition occurs after November 1, 2013; provided, however, if Lessor has not acquired fee title to, and has not delivered possession of, the Premises to Lessee by January 31, 2014, Lessee may terminate this Lease on written notice to Lessor, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees). If Lessor shall be unable to deliver possession of the Premises on the date anticipated for the commencement of the Term hereof (i.e. November 1, 2013) because Lessor through no fault of Lessee has not acquired fee title to the Premises, Lessor shall not be subject to any liability, nor shall the validity of this Lease nor the obligations of Lessor or Lessee hereunder be thereby affected, but the rent payable hereunder shall be abated and the Commencement Date extended to the date that Lessor has acquired title to the Premises and given Lessee possession thereof. If by reason of such delay, the Term of this Lease shall commence subsequent to such anticipated Commencement Date of November 1, 2013, the Term of this Lease shall not be deemed extended for the same period and shall expire on December 31, 2028. Notwithstanding the foregoing, and for purposes of avoiding any ambiguity, Lessee may terminate this Lease upon written notice to Lessor in the event that Lessor has not acquired fee title to, and has not delivered Lessee possession of, the Premises by January 31, 2014, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

5.6 It is clearly understood that this Lease is completely net on the part of Lessor with no right of offset on the part of Lessee. It is agreed that all costs, expenses and charges of every kind and nature whatsoever relating to the Premises which first may arise or first become due during the Term of this Lease including, without limitation, those relating to the maintenance, preservation, care, repair, replacement and operation of the Premises (including, without limitation, all costs, expenses and charges for water, sewer, natural gas, electricity, telephone and any other utility used upon or furnished to the Premises) shall be paid and/or performed by Lessee, at Lessee’s sole cost and expense, provided that Lessee shall have no obligation to make any capital repairs or replacements to the buildings, improvements or mechanical systems located at or on the Premises prior to the Commencement Date. All taxes, charges, costs and expenses which Lessee is obligated to pay under any provisions of this

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Lease together with all interest and penalties that may accrue thereon in the event of Lessee’s failure to pay the same as herein provided, all other costs and expenses for which Lessee is responsible hereunder, which Lessor may suffer or incur, and any and all other sums which may become due, by reason of any default of Lessee or failure on Lessee’s part to comply with the agreements, terms, covenants and conditions of this Lease on Lessee’s part to be performed, and each or any of them, shall be deemed to be additional rent and, in the event of non-payment, Lessor shall have the rights and remedies provided herein in the case of non-payment of Rent.

5.7 Lessee may not terminate this Lease under any circumstances without also simultaneously terminating the other three (3) leases referred to in Section 1.2 hereof, and any termination of this Lease by Lessee shall be deemed to be a termination of the other three (3) leases. Lessee may exercise the Purchase Option only if it also exercises the purchase options under the other three (3) leases referred to in Section 1.2 hereof, and the closings of the sales of all four (4) transactions shall occur simultaneously.

6. LESSOR’S WARRANTIES, REPRESENTATIONS AND COVENANTS

6.1 Lessor warrants, represents and covenants to Lessee as follows as of the Commencement Date:

(a) To Lessor’s knowledge, no portion of the Premises is in violation of (i) any law, statute, ordinance, rule, code, regulation or order (including but not limited to zoning ordinances, building codes, Americans with Disabilities Act, or similar state or local law, or Environmental Laws, as hereinafter defined) or (ii) any covenant, easement, right of way or restriction affecting all or any portion of the Premises, which would have a material adverse effect on the operation of the portion of the Premises not covered by the Auto Storage Lease as a self storage facility.

(b) No person or entity comprising Lessor has received any written notice of, nor is there pending, any condemnation proceeding (or transfer in lieu thereof) or foreclosure proceeding (or transfer in lieu thereof) affecting the Premises or any part thereof.

(c) Other than with respect to payment of interest on security deposits Lessor has not received any written notice of, nor is there pending, any litigation, claim, action or proceeding against Lessor or involving the Premises, the Auto Storage Lease or any Lease, Contract or Permit, which would have a material adverse effect on the operation of the portion of the Premises not covered by the Auto Storage Lease as a self storage facility.

(d) To Lessor’s knowledge, no Hazardous Materials (as hereinafter defined) are present at, in, on or under the Premises, or any part thereof. Lessor has not received any notice of or information reflecting any violation of Environmental Laws related to the Premises (or any portion thereof) or the presence or release of Hazardous Materials on or from the Premises (or any portion thereof). No clean up, investigation, remediation, administrative order, consent order, agreement or settlement is in existence with respect to the Premises or any part thereof nor, to the knowledge of Lessor, is any such investigation, remediation, administrative order, consent order, agreement or settlement threatened, planned or anticipated. Lessor has not engaged in or permitted any release, spill, generation, disposal, storage or handling of any Hazardous Materials on the Premises, or any part thereof. There are no underground storage tanks located on, in or under the Premises. Lessor will give immediate oral and written notice to Lessee of Lessor’s receipt of any notice involving a violation, threat of violation or

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suspected violation of any one (1) or more Environmental Laws. Lessor has no knowledge of any tenant or occupant at the Premises or any part thereof who may be storing, releasing or generating any Hazardous Materials.

(e) To Lessor’s knowledge, the entity from whom Lessor will acquire title to the Premises is a properly formed entity, in good standing in the State of its formation and the State in which the Premises are located and was duly authorized to convey the Premises to Lessor.

(f) Lessor has the full power and authority to enter into this Lease and to perform Lessor’s obligations hereunder. This Lease constitutes and contains legal, valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms.

(g) The financial information given to Lessee by Lessor or any agent of Lessor concerning the Premises and its operation to Lessor’s knowledge is true and correct in all material respects, and fairly represents the stated revenues and operating expenses of and for the Premises.

(h) There are no leases, tenancies or occupancies affecting the Premises except the Leases, all of which have or shall be made available to Lessee for review. Except for the Auto Storage Lease, all of the Leases affecting the Premises are self storage leases, and to Lessor’s knowledge the Leases and the Auto Storage Lease are in full force and effect, have not been terminated, modified or assigned, and have been fully complied with by the landlords and tenants thereunder. There are no commercial leases (such as billboard, retail, cell tower, communications, or office) or residential leases affecting the Premises, except the Auto Storage Lease. There is no person residing on any part of the Premises.

(i) Except with respect to self storage Leases in the ordinary course of commercially reasonable business and consistent with past practice, no tenant is entitled to any alterations, installations, decorations or other similar work (not yet performed) for consideration (not yet given) in connection with its tenancy.

(j) Lessor is not a foreign person or entity under the Foreign Investment Real Property Tax Act (“FIRPTA”).

(k) Lessor is solvent, and the consummation of the transaction contemplated hereby will not render Lessor insolvent. Lessor is not involved in, nor is Lessor contemplating, any bankruptcy, reorganization or insolvency proceedings. The Rent constitutes fair consideration, and was negotiated in good faith pursuant to arms-length negotiation.

(l) Neither this Lease nor to Lessor’s knowledge any other document furnished by or on behalf of Lessor in connection with this Lease contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

(m) To Lessor’ knowledge, there are no latent defects affecting the Premises. All buildings and improvements on the Premises are structurally sound (including all roofs and foundations) and all mechanical systems serving the Premises such as the heating, ventilating, air conditioning, plumbing, electrical, security, climate control, sprinkler, lighting, sewer (storm and sanitary) and drainage systems, are in good working order and comply with applicable laws, statutes, codes, ordinances, rules and regulations. To Lessor’s knowledge, there is no termite (or other insect) infestation of any kind at the Premises or any portion thereof. There are no pending or, to the knowledge of Lessor,

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contemplated, planned, anticipated or threatened, any tax assessment (other than normal property tax assessments), special assessment or, except as disclosed to Lessee, reduction proceedings related to the Premises or any part thereof. Any refunds that are applicable to the time period prior to the Commencement Date shall belong to Lessor, and shall be returned to Lessor if credited to Lessee on future tax bills or received by Lessee from the tax authorities.

(n) Intentionally Omitted.

(o) All Permits, Leases and Contracts are valid, binding and in full force and effect, and Lessor is not in breach thereunder. There are no oral Leases. Copies of all of the Contracts have been delivered to Lessee. All Contracts are in writing.

(p) To Lessor’s knowledge, there are no notices of outstanding requirements or recommendations with respect to the Premises from (a) any insurance company which issued a policy pertaining to the Premises or (b) any board of fire underwriters or other body exercising similar functions. Prior to Commencement Date, Lessor carries the following insurance: property/casualty, and liability (including contractual liability). Lessor has given due and timely notice of any claim and of any occurrence known to Lessor which may give rise to a claim affecting the Premises, and has otherwise complied in all respects with the provisions of such policies.

(q) The current record owner of the Premises and personal property therein is Milford Project LLC. Lessor has entered into a binding agreement to acquire the Premises and personal property therein from Milford Project LLC which is scheduled to close on November 1, 2013. Lessor shall fully comply with the terms of such agreement and, to the extent that Lessor has the right to do so, Lessor shall specifically enforce its rights to acquire the Premises under such agreement. Pursuant to such agreement, Milford Project LLC has no right to list the Premises for sale or solicit other offers for the Premises, and cannot enter into any agreement to sell or lease the Premises to any other party, person or entity other than Lessor. To Lessor’s knowledge, no third party has any agreement, contract, memorandum of understanding, option, right of first refusal, letter of intent, or other right to acquire or lease any part of or any interest in the Premises or any part thereof.

(r) The Premises are assessed as a separate and single tax lot; the Premises are not a part of a larger tax lot. No portion of the Premises is partially or fully exempt from real property taxation. There are no roll back taxes, assessments (other than normal property tax assessments), special assessments or respreads due on the Premises or any part thereof.

(s) Lessor and its predecessor in title have timely paid in full any and all sales, excise, employment and/or use taxes due in connection with the purchase and/or sale of goods or services, the sale of inventory and/or merchandise, the rental of storage units and/or the leasing of outdoor parking spaces for storage or parking of vehicles prior to the Commencement Date.

(t) To Lessor’s knowledge, the Premises comply in all material respects with all easements, rights of way, covenants and restrictions affecting the Premises. To Lessor’s knowledge, the Premises have vehicular and pedestrian access to a publicly dedicated road via existing, permitted curb cuts. To Lessor’s knowledge, no portion of the Premises is a local, state or federal historic landmark, and no portion of the Premises, to the knowledge of Lessor, is archeologically significant. To Lessor’s knowledge, there is no cemetery or burial ground on or under the Premises. To Lessor’s knowledge,

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there are no oil and/or gas leases, or other similar mineral leases, affecting the Premises or any part thereof, and no third party has any surface rights on or over the Premises or any part thereof in relation to oil, gas or mineral rights. The Premises are served by public water and public sanitary sewers; there are no septic systems or private wells. To Lessor’s knowledge, all requisite variances, permits, certificates, licenses and approvals necessary to own, use and operate the Premises for self storage purposes have been obtained and are in effect.

(u) The Purchase Option is enforceable against Lessor subject to Lessor’s acquisition of title to the Premises, and has priority over and is binding upon any subsequent grantee, lessee, mortgagee and any other party obtaining an interest in the Premises or any part thereof subsequent to this Lease. Any and all mortgage indebtedness affecting the Premises may be and shall be satisfied, terminated, discharged and defeased by Lessor at closing of title in the event that Lessee exercises the Purchase Option.

(v) Prior to Commencement Date and subject to apportionment provided in this Lease, to the extent due and payable all real property taxes, assessments, sewer charges, water bills and utility charges affecting the Premises have been paid in full or will be paid in full, and will be current.

(w) To Lessor’s knowledge, there are no Power Purchase Agreements affecting the Premises.

(x) Lessor is not (i) identified on the OFAC List (as hereinafter defined) or (ii) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States. The term “OFAC List” shall mean the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any law, rule, regulation or Executive Order of the President of the United States, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States.

(y) There are no liens, encumbrances, easements, rights of way, covenants, restrictions or agreements that could or would prevent, extinguish or interfere with Lessee’s leasehold interest in the Premises or Lessee’s use and/or occupancy of the Premises.

(z) All utilities necessary for Lessee to operate a self storage facility at the Premises are available at the Premises, including gas, electricity, water, telephone and cable.

(aa) The use of the Premises by Lessee for self storage purposes is permitted as of right under the zoning ordinance affecting the Premises.

(bb) The Auto Storage Lease has not been modified or amended. The lessee under the Auto Storage Lease has not prepaid any rent or other sums due under the Auto Storage Lease. Lessor never had, does not currently have, and shall not have, any employees with respect to the Premises.

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6.2 In the event that Lessor (or any entity comprising Lessor) learns that any of the representations and warranties contained in or referred to in this Agreement is or will become inaccurate, Lessor shall give prompt detailed written notice thereto to Lessee.

6.3 The word “Lessor’s knowledge” in this Lease shall mean the knowledge of Carlos A. Arredondo.

6.4 Any due diligence review, audit (such as an environmental audit of the Premises) or other investigation or inquiry undertaken or performed by or on behalf of Lessee to the extent of knowledge of Lessee shall limit, qualify, modify, and amend the representations and warranties of Lessor made or undertaken pursuant to this Lease to the extent necessary to eliminate any inconsistency and to conform such representations and warranties to the findings. The representations and warranties set forth herein shall be true and correct in all material respects as of the Commencement Date, as deemed modified by this Section 6.4, shall survive the Commencement Date for a period of ninety (90) days, and those pertaining to the status and authority of Lessor shall be reaffirmed by Lessor in the event that Lessee exercises the Purchase Option in accordance with attached Exhibit “B”. In the event subsequent to the Commencement Date, Lessee first becomes aware that any representation or warranty of Lessor herein is or became untrue or materially inaccurate after the expiration of the Inspection Period and has a material adverse effect on the portion of the Premises not covered by the Auto Storage Lease and the operations thereof as a self-storage facility, and/or Lessee first becomes aware that any of the representations or warranties pertaining to the portion of the Premises covered by the Auto Storage Lease are untrue or materially inaccurate and have a material adverse effect on the operation of the Premises, Lessee may not terminate this Lease but may sue Lessor for damages; provided, however, that Lessee may only exercise its remedies under this Section 6.4 if Lessee did not know of the material inaccuracy or untruth of any of Lessor’s representations or warranties prior to the Commencement Date and did not terminate this Lease prior to the Commencement Date, and further provided that any action for damages is commenced within the aforementioned ninety (90) days survival period.

6.5 Lessee shall request a Connecticut tax clearance certificate (“CT Tax Clearance Certificate”) in connection with the transaction involving the Premises contemplated by this Lease. Lessee shall promptly notify Lessor in writing of (and shall provide Lessor with a copy of) Lessee’s receipt, prior to the Commencement Date, of a CT Tax Clearance Certificate certifying that there are no outstanding sales and use taxes, admissions and dues tax, or Connecticut income tax withholding or other taxes due (including penalties and interest), or a letter stating that any sales and use taxes, admissions and dues tax, Connecticut income tax withholding or other taxes (including penalties and interest) are due (“CT Escrow Letter”), or any other material correspondence received from the State of Connecticut Department of Revenue Services (“CT DORS”). In the event that the CT Escrow Letter states that any sale, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are owed, Lessee may deduct the amount so owed from Rent, or require Lessor to pay Lessee such amount, and Lessee shall remit such amount to CT DORS (or other proper agency of the State of Connecticut). In the event that Lessee does not receive a CT Tax Clearance Certificate or CT Escrow Letter prior to the Commencement Date, Lessor hereby acknowledges and agrees that, Lessor shall deliver to the Escrow Agent, an amount established by Lessee and agreed to by Lessor (in Lessor’s reasonable discretion) to cover any potential outstanding tax liability (including penalties and interest) for the period ending on the Commencement Date (“CT Funds”), which amount shall be held by the Escrow Agent pursuant to and in accordance with the provisions of a separate escrow agreement entered into at or prior to the Commencement Date by

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Lessor, Lessee and the Escrow Agent, which escrow agreement shall provide, inter alia, that the CT Funds shall be held by the Escrow Agent until the date on which the CT Tax Clearance Certificate shall be issued by CT DORS and received by Lessee; provided, however, that if a CT Escrow Letter is issued and received by Lessee showing that any sales, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are due, the Escrow Agent shall release the CT Funds, or the requisite portion thereof, to satisfy all unpaid taxes set forth in the CT Escrow Letter, with the balance returned to Lessor. If the CT Funds are insufficient to pay the amount of unpaid taxes set forth in the CT Escrow Letter, Lessor shall promptly remit the difference to the Escrow Agent, who shall release the same to CT DORS (or other proper agency of the State of Connecticut). The CT Tax Clearance Certificate and CT Escrow Letter shall address and cover all taxes that are due from Lessor and/or any predecessors in title of Lessor, and Lessor take all steps necessary to obtain a CT Tax Clearance Certificate respecting its predecessors in title. This Section 6.5 shall survive the expiration of the Term or earlier termination of this Lease as well as Lessee’s acquisition of the Premises if Lessee exercises the Purchase Option.

7. TAXES, CHARGES, UTILITIES, ASSESSMENTS, ADJUSTMENTS

7.1 From the Commencement Date and during the Term of this Lease, Lessee shall be responsible for timely payment prior to the last day that same is due without any penalty or interest of any and all real estate taxes or their equivalent and payments in lieu of taxes affecting the Premises directly to the taxing authority. Upon Lessor’s request, Lessee shall provide Lessor with proof of payment of same. If Lessor should receive any bills or invoices for real estate taxes or payments in lieu of taxes, Lessor shall immediately deliver same to Lessee.

7.2 From and after the Commencement Date and during the Term, Lessee shall be responsible for timely payment of all charges for electricity, heat, water, gas and any other utilities related to possession and occupancy of the Premises directly to the utility providers. The parties shall cooperate in order to effectuate an uninterrupted transfer of utility services to Lessee as of the Commencement Date, provided that no Power Purchase Agreements shall be transferred to Lessee without Lessee’s express prior written consent. All costs for utility services arising after the Commencement Date shall be the responsibility of Lessee. All costs for utility services arising prior to the Commencement Date shall be the responsibility of Lessor.

7.3 Lessor shall pay as and when due all sales tax, excise tax, use tax, employment tax and any other tax which Lessor and Lessor’s predecessor in title should have been collecting and remitting pursuant to law through the Commencement Date, including but not limited to such taxes due in connection with (a) the sale of inventory, merchandise and goods such as boxes and locks, (b) the furnishing of services, (c) the leasing of self storage units and collection of rent thereon, and (d) the leasing of parking spaces and collection of rent thereon (all of the foregoing collectively “Sales Tax”). To the extent such information is in Lessor’s possession or is otherwise available to Lessor upon request therefor, Lessor shall furnish Lessee with proof of payment of Sales Tax before the end of the Inspection Period. Lessor hereby indemnifies, defends and holds Lessee harmless from and against, and Lessor shall reimburse Lessee for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessor and/or Lessor’s predecessor in title (including the current owner and current manager of the Premises) to pay any and all Sales Tax due and payable for the period of time prior to the Commencement Date. This indemnification obligation shall survive the expiration of the Term, or earlier termination of this Lease as well as the closing of Lessee’s acquisition of the Premises in the event that Lessee exercises the Purchase Option.

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7.4 The following are to be adjusted and apportioned as of the Commencement Date by Lessor’s outside accountant, Peter Formanek, CPA, which adjustments and prorations are subject to Lessor’s and Lessee’s approval, and shall be included in a settlement statement prepared by Lessee’s title insurer reflecting such adjustments and prorations (“Settlement Statement”) for execution by Lessor and Lessee: All non-delinquent rental payments, non-delinquent real property taxes and assessments and sewer charges. There shall be no adjustment or apportionment for yellow pages, signs, billboards or other advertising involving Westy Self Storage. Lessee shall receive a credit of $16,000 with respect to miscellaneous items of personal property. Upon request, Lessor, to the extent in Lessor’s possession, shall submit to Lessee receipts evidencing the payment of taxes, assessments, utility charges, water charges, sewer charges and other charges through the Commencement Date. Lessor will obtain meter readings on or about the Commencement Date for utilities, and shall pay the bills when due; provided, however, that any unpaid utilities that constitute liens on the Premises shall be paid by Lessor at or prior to the Commencement Date. Lessee will be given a credit on the Commencement Date for all security deposits and prepaid rents under the Leases which have been paid as of the Commencement Date, however, to the extent that any security deposits have been returned to tenants, Lessee shall not receive a credit therefor so long as Lessor furnishes Lessee with proof that such tenants received all such refunded security deposits. Other than rental payments under the Auto Storage Lease, any rental payments which have come due, but are not paid, by the Commencement Date shall belong to Lessee and may be collected by Lessee from the tenants after the Commencement Date. Lessor shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the Commencement Date. All such delinquent rents collected by Lessee after the Commencement Date, except for rental payments under the Auto Storage Lease, may be retained by Lessee. Neither Lessor nor any of the persons or entities comprising Lessor shall be entitled to a credit for delinquent rent under self storage Leases, except that Lessor shall receive a credit at the Commencement Date in an amount equal to 50% of delinquent rents that are less than sixty (60) days past due as of the Commencement Date from tenants, and only those tenants, who are in arrears for not more than sixty (60) days as of the Commencement Date. Lessor shall not collect any rent or other sums after the Commencement Date, and any such rent or other sums received shall be promptly delivered to Lessee. All rental payments applicable to the Commencement Date shall belong to, and shall be adjusted in favor of, Lessee. During the Term, Lessee shall be obligated to pay for real property taxes and assessments applicable only to the period of time after the Commencement Date. Lessor shall be obligated to pay for real property taxes and assessments applicable only to the period of time prior to the Commencement Date. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. Notwithstanding anything to the contrary set forth herein, Lessor shall be entitled to collect any and all arrears under the Auto Storage Lease and Lessee shall cooperate with Lessor in connection with such collections. There shall be a readjustment and “true up” after the Commencement Date if necessary to effectuate the requirements of this Section 7.4. This Section 7.4 shall survive the termination of this Lease.

7.5 Lessor shall pay when due any and all state and local transfer taxes, grantor’s tax, deed stamps and similar taxes in connection with this Lease.

7.6 Upon the Commencement Date, Lessor shall turn over to Lessee, all keys, security deposits, if any, unless credited to Lessee. Lessee may notify each and every tenant in writing that each tenant must attorn to Lessee and forthwith deliver all rent to Lessee. Lessor shall cooperate if requested by Lessee, including the furnishing and/or posting of written notices to tenants, as requested by Lessee.

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8. TITLE

Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period (“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, Lessor shall be deemed to have elected not to cure any of Lessee’s title objections. If Lessor elects in the Title Response not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Title Response. If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not terminate this Lease as provided in this Section 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Accepted Encumbrances” acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the closing of the sale of the Premises to Lessee, the title objections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold

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title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the initial title commitment and initial survey, and are not cured by Lessor prior to the Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) encumbrances caused by the acts or omissions of Lessee, (b) any title exceptions disclosed in Lessee’s title insurance commitment, or matters shown on the Survey, to which Lessee does not object and (c) any Accepted Encumbrances.

9. NON-COMPETITION

Lessor shall deliver to Lessee on or before the Commencement Date a non-competition agreement for the benefit of Lessee, in the form attached hereto as Exhibit “D”, which shall be executed by the parties set forth therein (“Non-Competition Agreement”). The Non-Competition Agreement shall have a term of four (4) years commencing as of the Commencement Date, and shall prohibit competition within a 4-mile radius of the Premises. The parties agree that the Non-Competition Agreement is a material inducement to Lessee to enter into this Lease. The Non-Competition Agreement shall terminate in the event that Lessee terminates this Lease or if the Lease if otherwise terminated. The Non-Competition Agreement shall remain in full force and effect if the Lease remains in effect, and shall continue to remain in effect if Lessee exercises the Purchase Option and subsequently acquires title to the Premises.

10. LESSOR’S RIGHT TO PERFORM LESSEE’S COVENANTS

If Lessee fails to pay any real estate tax or utility charge due from Lessee in accordance with the provisions of this Lease, or if Lessee shall default in the observance or performance of any other term, covenant or condition in this Lease binding on Lessee, Lessor may, without thereby waiving such default by Lessee, remedy such default for the account of Lessee after first providing Lessee with written notice and a reasonable opportunity to cure any such non-payment and/or default. In the event Lessor makes any expenditures in connection therewith, such reasonable expenditures shall be promptly payable by Lessee to Lessor, together with interest thereon at the rate of five (5%) percent per annum above the Prime Rate announced from time to time by Citibank, N.A. or if Citibank is no longer in existence or no longer publishes its prime lending rate, then the prime lending rate of any successor bank to Citibank (the “Interest Rate”) from the date of the making of such expenditure by Lessor. In the event that twice in any calendar year Lessee shall have defaulted in the payment of Rent or additional rent, or any part of either, then any further default by Lessee within such calendar year shall permit Lessor to collect from Lessee, upon demand, in addition to any interest payable hereunder, a late charge equal to ten percent (10%) of the amount of Rent and additional rent so due as compensation to Lessor for the costs incurred by it as a result of such defaults, Lessor and Lessee acknowledging that the actual amount of such costs would be impossible to ascertain.

11. ACCEPTANCE OF PREMISES “AS IS”

Subject to Lessee’s due diligence investigations and termination rights set forth herein, and subject to Lessor’s representations and warranties set forth herein, Lessee agrees to accept possession of the Premises in their “As Is, Where Is” condition.

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12. IMPROVEMENTS

Lessee may not construct, or have constructed, any new buildings on the Premises, without Lessor’s prior written consent. Lessee may make decorative changes to the Premises which are non structural in nature and do not affect the electrical, mechanical or plumbing systems of the building costing less than $100,000 in the aggregate with respect to any one project, without first obtaining Lessor’s consent, but upon notice to Lessor and otherwise subject to the terms of this Lease. Lessee may make improvements, alterations and/or renovations to the Premises after first obtaining Lessor’s written consent, which consent shall not unreasonably be withheld, conditioned or delayed; provided, however, Lessor may not withhold consent if any such alteration, renovation or improvement does not materially adversely affect the lobby and otherwise enhances the self storage facility located on the Premises and does not diminish the value of the Premises.

13. MAINTENANCE OF PREMISES

13.1 Lessee shall, at its sole cost and expense, maintain the Premises in good order and condition, reasonable wear and tear excepted. After the expiration of the Option Period, if this Lease remains in effect and if Lessee has not exercised the Purchase Option, Lessee shall paint the concrete floors and corridors of the building on the Premises at such times as are necessary in Lessee’s commercially reasonable judgment and prior to the surrender of the Premises to Lessor at the end of the Term (as opposed to any earlier termination of this Lease, other than in connection with a default by Lessee hereunder, or following the exercise of the Purchase Option) with aquapon paint for concrete floors and enamel paint as existing on corridor panels.

13.2 At the expiration of the Term (except in connection with the closing pursuant to the Purchase Option), or upon any earlier termination of this Lease, Lessee shall surrender the Premises in good condition, reasonable wear and tear excepted. Before surrendering the Premises, Lessee shall (i) remove all of its signage, personalty and inventory from the Premises and otherwise comply with its obligations under Section 3.8 of the Lease, and to the extent that such signage, personalty and/or inventory has not been removed from the Premises Lessor may remove the same, (ii) transfer to Lessor the local telephone numbers and fax numbers currently used at and for the Premises, and cooperate with Lessor in order to effectuate an uninterrupted transfer of utility services to Lessor as of the surrender date, provided that no Power Purchase Agreements shall be transferred to Lessor without Lessor’s express prior written consent, (iii) remove all references to the Premises from any existing internet website of Lessee, (iv) continue to operate the portion of the Premises not covered by the Auto Storage Lease as a self -storage facility in the ordinary course of commercially reasonable business consistent with past practice and transfer to Lessor the customer lists and related information respecting the tenants of the Premises and (v) distribute to tenants a letter regarding a change of ownership as and when requested by Lessor. Lessee shall pay all Sales Taxes that Lessee should have been collecting and remitting pursuant to law from and after the Commencement Date through the Term or earlier termination of this Lease and hereby indemnifies, defends and holds Lessor harmless from and against, and Lessee shall reimburse Lessor for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessee to pay such Sales Taxes. Lessee will turn over to Lessor all security deposits and prepaid rents under the Leases which have been paid as of the surrender date, however, to the extent that any security deposits have been returned to tenants, Lessor shall not receive a credit therefor so long as Lessee furnishes Lessor with proof that such tenants received all such refunded security deposits. Any

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rental payments which have come due, but are not paid, by the surrender date shall belong to Lessor and may be collected by Lessor from the tenants after the surrender date. Lessee shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the surrender date. All such delinquent rents collected by Lessor after the surrender date may be retained by Lessor. Lessee shall not collect any rent or other sums after the surrender date, and any such rent or other sums received shall be promptly delivered to Lessor. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. Provided Lessee is not in default on the surrender date, there shall be a readjustment and “true up” after the surrender date if necessary to effectuate the requirements of this Section 13.2. Lessee’s obligation to observe and perform Lessee’s covenants and obligations under Sections 13.1 and 13.2 shall survive the expiration of the Term or earlier termination of this Lease.

13.3 Lessee shall not commit any waste, damage or any injury to the Premises or any part thereof, and shall take all reasonable precautions and actions to prevent others from committing any of the foregoing.

13.4 During the Term, Lessor shall have the right to enter the Premises at all reasonable times during normal business hours to examine or inspect the same and to make any repairs to the Premises that Lessee failed to make in accordance with this Lease (after first giving Lessee written notice of such necessary repairs and a reasonable opportunity to make such repairs except in the event of emergency); provided, however, that any person or entity related to or affiliated with Lessor who leases a unit may enter such unit in accordance with the terms of its unit lease agreement. During the last twelve (12) months of the Term, Lessor may show the Premises to prospective tenants and purchasers during normal business hours. Lessor, in its capacity as Lessor, shall not enter the Premises without first furnishing Lessee at least twenty-four (24) hours prior notice, except in the case of emergency when no notice shall be required. In no event shall Lessor interfere with the conduct of Lessee’s business, except as may be necessary in the case of emergency. Lessee shall have the right to accompany Lessor during any entry by Lessor upon the Premises. Lessor shall not have access to any of the tenants’ units or any of Lessee’s confidential or proprietary materials or information. Lessee will not do any act or suffer any act to be done which will in any way encumber the fee title of Lessor in and to the Premises or in any way subject the Premises to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Lessee. If any mechanic’s, materialmen’s, vendor’s, laborer’s or other lien, shall be filed against the Premises or against Lessor arising out of labor or materials used in the construction or alteration of, or installed in, any building or improvement on the Premises by Lessee (whether or not such lien is valid or enforceable as such), Lessee shall, at its sole cost and expense, cause the same to be cancelled, discharged or removed of record by filing a bond, by payment into court, by satisfaction or otherwise within thirty (30) days after Lessee receives written notice of filing thereof.

14. COMPLIANCE WITH LAWS/ENVIRONMENTAL

14.1 During the Term, Lessee shall, at Lessee’s sole cost and expense, comply with all statutes, codes, laws, ordinances, orders, decrees, injunctions, rules, regulations, permits, licenses and requirements of all federal, state, county, municipal and other governmental, departments, commissions and boards pertaining to the Premises. Lessee shall not be liable or responsible for (a) any violations of any of the foregoing that existed prior to the Commencement Date or (b) any orders, decrees, injunctions or requirements that Lessor failed to comply with prior to the Commencement Date. All of the foregoing in the previous sentence shall remain the obligation of Lessor.

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14.2 “Hazardous Materials” shall mean, without limitation, any pollutant, flammable material, explosive material, radioactive material, lead paint, asbestos, asbestos containing material, urea formaldehyde, polychlorinated biphenyl, fungal microorganism (mold), medical waste, gasoline, petroleum, petroleum product, petroleum constituent, methane, hazardous material, hazardous waste, toxic substance and/or any related material, as defined in, designated in or regulated by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Appendix §§1801, et seq.), the Resource Conservation and Recovery Act, as amended, (42 U.S.C. §§9601, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§2601, et. seq.) and any and all other state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations.

14.3 “Environmental Laws” means any and all federal, state, county, municipal or local laws (whether imposed by statute, code, ordinance, rule, regulation, administrative or judicial order, or common law), now or hereafter enacted, including the laws referred to in Section 14.2 hereof, governing health and safety, as well as the environment, natural resources and/or Hazardous Materials, including, without limitation, such laws (a) governing or regulating the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control, release, discharge of, or exposure to, Hazardous Materials, (b) governing or regulating the transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of such property and/or (c) requiring notification or disclosure of releases of Hazardous Materials or other environmental conditions whether or not in connection with a transfer of title to or interest in property.

14.4 During the Term, Lessee shall be in material compliance with all Environmental Laws with respect to the Premises except that Lessee shall have no obligation or liability with respect to the environmental condition of the Premises as of the Commencement Date. If any environmental contamination by Hazardous Materials is found on the Premises during the Term (but only to the extent the release of Hazardous Materials arose during the Term unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) for which remedial action is required pursuant to Environmental Laws, Lessee shall, at its sole cost and expense, take such remedial action as is required by the appropriate governmental agency. Lessee agrees to defend, indemnify and hold harmless Lessor from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the release of Hazardous Materials on the Premises from and after Commencement Date (unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) and/or (ii) any material violation by Lessee of any Environmental Laws, which obligation shall survive the termination or earlier expiration of this Lease. Notwithstanding the foregoing, Lessor acknowledges that Lessee may use minor amounts of Hazardous Materials in the ordinary course of operating the Premises, such as cleaning materials, which Lessee shall utilize in accordance with all applicable Environmental Laws.

14.5 After the date of full execution hereof, if applicable to the Premises, Lessor shall, at its sole cost and expense, comply with the Connecticut Transfer Act, codified at Connecticut General Statutes Section 22a-134 et seq., as it may be amended or replaced from time to time (the “Transfer Act”) with respect to the Premises. Lessor and Lessee agree to execute and deliver all documents requested by the

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other to comply with the Transfer Act. Lessor shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Premises by Lessor, its agents, employees or contractors. At all times during the Term, Lessor shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Premises, except for environmental contamination for which Lessee is responsible under Section 14.4 hereof. If any Hazardous Materials, or any environmental contamination, are found on the Premises that were caused by Lessor, or that were in existence prior to Lessee’s occupancy of the Premises, for which any remedial action is required pursuant to Environmental Laws, Lessor shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws and governmental authority. Lessor agrees to defend, indemnify and hold harmless Lessee from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Premises of any Hazardous Materials that were in existence prior to the Commencement Date and/or (ii) any material violation by Lessor, and/or the current owner or manager of the Premises, of any Environmental Laws prior to the Commencement Date.

15. LIABILITY AND CASUALTY INSURANCE.

15.1 During the Term, Lessee at its sole cost and expense shall:

15.1.1 Keep all building(s) and improvements and equipment on, in or appurtenant to the Premises at the commencement of the Term and thereafter erected thereon or therein, including all alterations, insured against loss or damage by fire and such other risks as may be included in the standard form of extended coverage from time to time available, and against such other risks as Lessor from time to time reasonably may designate, in an amount not less than 100% of the then “full replacement cost” (exclusive of the cost of excavations, foundations and footings below the lowest basement floor). Such full replacement cost shall be determined from time to time, at the request of Lessor, by one of Lessee’s insurers or, at the option of Lessor, by an appraiser, architect or contractor selected by Lessor and reasonably acceptable to Lessee. No omission on the part of Lessor to request any such determination shall relieve Lessee of any of its obligations under this Section 15.1.1.

15.1.2 Provide and keep in force comprehensive general public liability insurance against claims for personal injury, death or property damage occurring on, in or about the Premises or on, in or about the adjoining street, property and passageways, such insurance to afford minimum protection, during the Term of this Lease, of not less than $10,000,000 in respect of personal injury or death to any one person, and of not less than $10,000,000 in respect of any one occurrence, and of not less than $5,000,000 for property damage or such other minimum amounts as Lessor may require.

15.2 Certificates of the insurance referred to in Section 15.1 shall be delivered by Lessee to Lessor.

15.3 It is expressly understood and agreed that Lessor is not obligated to obtain or pay for insurance on the Premises.

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16. EMINENT DOMAIN

16.1 If title to any part of the Premises is taken for any public or quasi-public use by virtue of the exercise of the power of eminent domain, or is conveyed in lieu thereof, and Lessee determines, in Lessee’s commercially reasonable discretion, that the remaining portion of the Premises is not suitable for self storage purposes, then this Lease shall terminate, at the option of Lessee, on the date that title is vested in the condemning authority. If title to the whole of the Premises is taken by eminent domain or conveyance in lieu thereof, then this Lease shall terminate as of the date that title is vested in the condemning authority.

16.2 If this Lease is terminated under the provisions of this Section 16, Rent shall be apportioned and adjusted as of the date of termination.

16.3 In the event of a partial taking or condemnation of the Premises (or transfer in lieu thereof), and in the event that the portion of the Premises remaining after such taking is adequate for the conduct of Lessee’s self storage business, as determined by Lessee in its commercially reasonable discretion, then Lessee shall continue occupancy of the remainder of the Premises but Rent shall be proportionately reduced for the remainder of the Term based on the diminution of the value of the Premises caused by such condemnation (or transfer in lieu thereof).

16.4 All compensation awarded or paid upon a total or partial taking of the Premises shall belong to and be the property of Lessor; provided, however, that Lessee may make a claim or claims directly against the condemning authority for (a) loss of business, and (b) damage to and the cost of removal of Lessee’s personal property and trade fixtures, as long as such claim does not reduce the award to Lessor.

17. DAMAGE AND DESTRUCTION

Upon the occurrence of any damage to or destruction of improvements on the Premises by fire or other casualty, Lessee shall promptly notify Lessor thereof, and Lessee shall proceed to restore the Premises as nearly as is possible to the condition the Premises were in immediately prior to such damage or destruction, subject to such alterations as Lessee may elect to make in conformity with the provisions of this Lease. Such restoration shall be commenced promptly and whether or not the insurance proceeds, if any, shall be sufficient, shall be substantially completed in no event later than two hundred and ten (210) days after the date of such partial destruction or damage, or, in the event of a total destruction of the Premises, no later than three hundred and sixty five (365) days after the date of such destruction (unavoidable delays beyond Lessee’s reasonable control excepted) and all insurance proceeds received by Lessee (and any insurance proceeds that Lessor may receive) on account of such damage or destruction shall be applied to the payment of the costs of the aforesaid restoration. This Lease shall not terminate or be affected in any manner and Lessee shall not be relieved of its liability to pay the full Rent and additional rent and other charges payable under this Lease or from any other obligations under this Lease by reason of damage to or total, substantial or partial destruction of the building(s), improvements or equipment on, in or appurtenant to the Premises at the commencement of the Term or thereafter erected thereon or therein, or by reason of the untenantability of the Premises or any part thereof. Notwithstanding anything to the contrary in this Section 17, Lessee shall not be obligated to rebuild or restore the Premises if damage or destruction of more than 50% of the improvements on the Premises occurs during the last year of the Term, in which event Lessee shall assign its insurance proceeds to Lessor and pay to Lessor the amount of the deductible under its policy.

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18. INDEMNIFICATION

18.1 Lessee shall indemnify, defend and save harmless Lessor from and against all costs, expenses, claims, damages and penalties (collectively “Claims”), including reasonable counsel fees, arising out of (a) Lessee’s failure to comply with its obligations under this Lease and (b) loss of life, personal injury and/or property damage occurring at the Premises; provided, however, that this indemnification obligation shall not apply to Claims arising out of (i) any act or negligence of Lessor or Lessor’s agents, contractors or employees, (ii) the condition of the Premises as of the Commencement Date (including the environmental condition thereof) or (iii) any environmental contamination or violation that occurred on or prior to the Commencement Date or that was caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date.

18.2 Lessee shall be in exclusive control and possession of the Premises as of the Commencement Date, and Lessor shall not be liable for any injury or damage to any property or to any person happening in, on or about the Premises from and after the Commencement Date and during the Term, unless such injury or damage arose out of the environmental condition of the Premises as of the Commencement Date.

18.3 Lessor shall hold Lessee harmless, and shall indemnify and defend Lessee, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by Lessee in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities and (ii) any and all Taxes or other tax owed by Lessor, any person or entity comprising Lessor, any predecessor to such persons and entities, the current owner of the Premises and/or the current manager of the Premises.

19. DEFAULT

19.1 The occurrence of any one (1) or more of the following events, herein sometimes called “events of default”, shall constitute a default under this Lease by Lessee if not cured within the applicable grace period as follows:

(a) If Lessee fails to pay any installment of Rent, or any other amounts due and payable under the Lease, and such failure shall continue for ten (10) days after Lessee receives written notice of such non-payment from Lessor (provided that Lessee shall not be in default if (i) Lessor refuses or fails to accept any such payment, (ii) or changes the location of payment without notifying Lessee in writing or (iii) Lessor fails to receive any wire from Lessee despite the use by Lessee of the wire instructions provided by Lessor, and Lessee having received a federal wire reference number; provided, however, that Lessor shall not be obligated to provide Lessee with more than two (2) such written notices in any one calendar year during the Term;

(b) If Lessee fails to materially perform any non-monetary covenants, conditions, terms or provision hereof, unless such failure is remedied in all material respects within thirty (30) days after Lessee receives written notice from Lessor, provided that Lessee shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessee within such thirty (30) day period and such default is remedied within 90 days;

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(c) If Lessee admits insolvency or bankruptcy or its inability to pay its debts as they may mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Lessee, or for the major part of its property;

(d) If a trustee or receiver is appointed for Lessee or for the major part of its property and is not discharged within sixty (60) days after such appointment; or

(e) If bankruptcy, reorganization arrangements, insolvency or liquidation proceedings, or other proceeding for relief under the bankruptcy law or similar law or relief of debtors, are instituted by or against Lessee, and if instituted against Lessee, are not dismissed, stayed or otherwise nullified within sixty (60) days after such institution.

19.2 If any one (1) or more events of default remain uncured by any applicable time or grace period, Lessor may at its option exercise any one or more of the following remedies:

(i) Lessor may terminate this Lease by giving to Lessee written notice of Lessor’s intention to do so, in which event the Term of this Lease shall end, and all right, title and interest of Lessee hereunder shall expire on the date stated in such notice, which shall not be less than ten (10) days after the date of the notice by Lessor of its intention so to terminate, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

(ii) Lessor may terminate the right of Lessee to possession of the Premises by giving written notice to Lessee that Lessee’s right of possession shall end on the date stated in such notice, which shall not be less than ten (10) days from the date of such notice, whereupon the right of Lessee to the possession of the Premises or any part thereof shall cease on the date stated in such notice, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

(iii) Lessor may elect to institute legal proceedings to collect unpaid Rent and all other sums due under the terms of this Lease, it being understood that Lessor shall not be obligated to mitigate damages. Lessor shall also be entitled to payment for reasonable leasing fees, legal fees, and other reasonable and customary expenses incurred in reletting the Premises.

19.3 If Lessor exercises its remedies following a cured event of default, Lessor may then or at any time thereafter re-enter and take complete and peaceful possession of the Premises, by process of law, and may remove all persons and personalty therefrom, and Lessee covenants in any such event, peacefully and quietly to yield up and surrender the Premises to Lessor.

19.4 In case of any default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (i) unpaid Rent then due shall be paid up to the time of such re-entry, dispossess and/or expiration together with such costs as Lessor may incur for legal expenses, attorneys’ fees, brokerage and/or putting the Premises in good order, or for preparing the same for re-rental and (ii) Lessor may re-let the Premises or any part or parts thereof, either in the name of Lessor or otherwise, for a term or terms, which may at Lessor’s option be less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent. Lessor may

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collect the rents from such re-letting or subletting and apply the same, first to the payment of the expense of re-entry and re-letting, and secondly to the Rent herein provided to be paid by Lessee pursuant to this Lease, and in the event that the proceeds of such re-letting or subletting are not sufficient to pay in full the foregoing, Lessee shall remain and be liable therefor, and Lessee promises and agrees to pay the amount of any such deficiency from time to time and Lessor may at any time and from time to time sue and recover judgment for any such deficiency or deficiencies.

Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Lessor from time to time at its election, and nothing contained herein shall be deemed to require Lessor to postpone suit until the date when the Term of this Lease would have expired if it had not been terminated under the provisions of Section 19 hereof, or under any provision of law, or had Lessor not re-entered the Premises. Lessor, at Lessor’s option, at Lessee’s cost and expense, may make such alterations, repairs, replacements and/or decorations in the Premises as Lessor in Lessor’s reasonable judgment considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations and/or decorations shall not operate or be construed to release Lessee from any liability hereunder as aforesaid. Lessor shall in no event be liable in any way whatsoever for failure to re-let the Premises, or in the event that the Premises are re-let, for failure to collect the rent thereof under such re-letting. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the Premises, by reason of the violation by Lessee of any of the covenants and conditions of this Lease or otherwise.

19.5 Under no circumstances shall Lessee or Lessor be liable for any special, incidental, punitive or consequential damages.

19.6 In the event that subsequent to Commencement Date Lessor fails to perform any obligation and/or covenant binding on Lessor herein, or otherwise breaches this Lease or defaults hereunder, and such breach, default and failure is not cured within thirty (30) days following Lessor’s receipt of written notice from Lessee provided that Lessor shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessor within such thirty (30) day period and such default is remedied within 90 days, Lessee may terminate this Lease and/or exercise any other remedies available at law or in equity.

20. STRICT PERFORMANCE AND CUMULATIVE REMEDIES

20.1 The failure of either party to insist upon a strict performance of any term or condition of this Lease shall not be deemed a waiver of any right or remedy hereunder, and shall not be deemed a waiver of any subsequent breach of such term or condition.

20.2 The specific remedies to which Lessor or Lessee may resort under the terms of this Lease are cumulative.

20.3 A receipt by Lessor of Rent with knowledge of the breach of any covenant hereof shall not be deemed a waiver of any such future or continuing breach, and no waiver, change, modification or discharge by either party hereto of any provision in this Lease shall be deemed to have been made or shall be effective unless expressed in writing and signed by both Lessor and Lessee.

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21. NOTICE

21.1 All notices, requests, demands, and other communications pertaining to this Lease shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

LESSEE:	SOVRAN ACQUISITION LIMITED PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
LESSOR:
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

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22. SUBORDINATION & ESTOPPEL

22.1 Lessor and Lessee agree that this Lease and the Purchase Option are superior to and have priority over, and Lessee’s obligations hereunder are contingent upon this Lease and the Purchase Option being superior to and having priority over, all mortgages, deeds of trust and any and all other forms or manner of financing liens in any amount, and all advances thereon, and all renewals, modifications, consolidations, replacements and extensions thereof (each a “Mortgage” and collectively “Mortgages”) which are entered into subsequent to the date of this Lease.

22.2 In the event a Mortgage or Mortgages encumber all or any part of the Premises prior to the date of this Lease, Lessee’s obligations hereunder are contingent upon, and Lessor shall promptly obtain, a non-disturbance agreement reasonably acceptable to Lessee from the holder(s) of such Mortgage or Mortgages which will (without limitation) include consent to this Lease by the holder(s) of such Mortgage or Mortgages and a recognition of the effectiveness of the Purchase Option, and that such Purchase Option is binding upon the holder(s) of any such Mortgage or Mortgages (and their nominees and assigns as well as any purchaser at a foreclosure sale or grantee in lieu thereof), even in the event of a foreclosure or deed in lieu of foreclosure subject to repayment of the debt in full upon Lessee’s acquisition of the Premises following Lessee’s exercise of the Purchase Option, which debt repayment shall be paid from and out of the adjusted purchase price set forth in Section 5.1 hereof due Lessor (or other owner of the Premises) at the closing of Lessee’s acquisition of the Premises (“Non-Disturbance Agreement”).

22.3 Either party shall, within 10 days after request by the other party, from time to time, execute, acknowledge and deliver to the other party, a statement which may be relied upon by the other party and the holder of any existing or proposed Mortgage, certifying (if true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), the dates to which Rent and other charges have been paid, and whether or not, to the best of such party’s knowledge, the other party is in default hereunder or whether such party has any claims or demands or offsets.

23. ASSIGNMENT AND SUBLETTING

Lessee shall have the right to assign this Lease (and its leasehold interest hereunder) or sublet all or any portion of the Premises without Lessor’s consent (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation and (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee as of the day hereof. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, Lessee will remain liable for the performance of the obligations of Lessee pursuant to this Lease. Except as set forth above, Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner

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be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this Lease or a sublease of the Premises, whether or not actually performed, the same shall be discharged of record by Lessee within ten (10) business days after Lessee receives notice of the filing thereof (unless a shorter time period is required by the fee mortgagee of Premises), at Lessee’s expense.

24. ADDITIONAL LESSEE PROMISES

24.1 Lessee shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by Lessee at Lessee’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. Lessee will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

24.2 For a period of two (2) years from the date of any tenant’s Westy occupancy agreement, Lessee shall not increase any of the tenants’ rental rates.

25. EMPLOYEES

For a period of two (2) years following the Commencement Date, Lessee shall not knowingly hire any one or more employees of (a) the owner of the Premises (Milford Project LLC) from whom Lessor will acquire the Premises, (b) Arredondo & Co. or (c) Westy. Lessee shall have no obligations or liabilities respecting any of the aforementioned employees. Lessee shall have no obligation whatsoever to hire any of the aforementioned employees.

26. QUIET ENJOYMENT

Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all of the terms, covenants and conditions on Lessee’s part to be performed, Lessee may peaceably and quietly enjoy the Premises, subject to the terms and conditions of this Lease.

27. MISCELLANEOUS

27.1 This Lease contains the entire agreement between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties, their administrators, distributees, beneficiaries, trustees, executors, personal representatives, heirs, successors and assigns.

27.2 No representations have been made by either party other than those set forth in this Lease, and neither party shall be bound by or held to any representations other than as set forth in this Lease.

27.3 The terms, covenants and conditions herein shall bind and shall inure to the benefit of Lessor and Lessee and their respective personal representatives, heirs, administrators, distributees, trustees, beneficiaries, executors, successors and assigns. Lessee agrees to look solely to Lessor’s estate and interest in the Premises and the proceeds from any sale thereof (net of all payments due to any and all mortgagees of the fee) for the satisfaction of any right or remedy of Lessee for the collection of a

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judgment (or other judicial process) requiring the payment of money by Lessor, in the event of any liability by Lessor, and no other property or assets of Lessor shall be subject to levy, execution, attachment, or other enforcement procedure for the satisfaction of Lessee’s remedies under or with respect to this Lease, the relationship of Lessor and Lessee hereunder, or Lessee’s use and occupancy of the Premises, or any other liability of Lessor to Lessee. Neither Lessor nor any of the parties comprising Lessor nor any disclosed or undisclosed principal of Lessor (or officer, director, stockholder, partner or agent of Lessor or of any principal or party comprising Lessor) shall have any personal liability to Lessee hereunder. The term “Lessor” wherever used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Premises that in the event of any sale, conveyance or transfer of the Premises, such owner or owners shall thereupon be released and discharged from all covenants, conditions and agreements of Lessor thereafter accruing hereunder; but such covenants, conditions and agreements shall be binding upon each new owner or mortgagee in possession for the time being of the Premises, until sold, conveyed or transferred; provided, however, that such prior owners of the Premises shall be relieved or released of obligations or liabilities hereunder only in the event that the Premises are part of a bona fide sale to an unrelated third party or parties for true and valuable consideration.

27.4 This Lease shall be construed and enforced in accordance with the laws of the State in which the Premises are located.

27.5 If any of the provisions of this Lease shall be declared invalid or unenforceable for any reason, the remainder of this Lease shall be unaffected and shall remain in full force and effect. This Lease with the Exhibits annexed hereto, if any, contains the entire agreement between Lessor and Lessee, and any executory agreement hereafter made between Lessor and Lessee shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such executory agreement is in writing and signed by the party against which enforcement of the change, modification, waiver, release, discharge, termination or the effecting of the abandonment is sought. No payment by Lessee or receipt by Lessor of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor’s right to recover the balance of such rent or pursue any other remedy in this Lease.

27.6 This Lease may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement.

27.7 Headings and captions in this Lease are for convenience only, and in no way limit or circumscribe the full meaning of each and every provision set forth herein.

27.8 Both Lessor and Lessee are and have been represented by counsel in connection with the negotiation of this Lease and, accordingly, this Lease shall not be construed or interpreted against either party, irrespective of which party prepared this Lease.

27.9 The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission

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and fee Lessee shall pay pursuant to the terms of a separate agreement). Lessor shall indemnify, defend and hold Lessee harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by Lessor to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. Lessee shall indemnify, defend and hold Lessor harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by Lessee to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The indemnification provisions of this Section 27.9 shall survive the expiration or earlier termination of this Lease.

27.10 A memorandum of this Lease in recordable form (“Memorandum of Lease”), shall be recorded in the real property records on or about the Commencement Date. Lessor and Lessee shall execute an amended Memorandum of Lease in the event that Lessee determines that the description of the Premises is erroneous. Lessee shall pay all recording fees, and Lessor shall pay all transfer taxes, grantor’s tax, deed stamps and similar taxes when due (if any) respecting this Lease and the Memorandum of Lease. The Memorandum of Lease shall not include the amount of Rent or the amount of the purchase price set forth in Section 5.1 hereof.

27.11 Lessor and Lessee agree that adequate consideration supports this Lease.

27.12 Lessor and Lessee hereby agree that the non-prevailing party in any finally adjudicated legal proceeding between them shall pay the reasonable legal fees and disbursements of the prevailing party within thirty (30) days after receipt of a bill therefor. In the event Lessee claims or asserts that Lessor has violated or failed to perform a covenant of Lessor not to unreasonably withhold or delay Lessor’s consent or approval, or in any case where Lessor’s reasonableness in exercising its judgment is in issue, Lessee’s sole remedy shall be an action for specific performance, declaratory judgment or injunction, and in no event shall Lessee be entitled to any money damages for a breach of such covenant.

27.13 Lessor and Lessee hereby waive the right to a jury trial in any action, summary proceeding or legal proceeding between or among the parties hereto or their successors on any matters whatsoever arising out of or in any way connected to this Lease, the relationship of Lessor and Lessee, or Lessee’s use and occupancy of the Premises or Lessee’s right to occupy the Premises. Lessee hereby waives the right to interpose a counterclaim in any summary proceeding instituted by Lessor against Lessee or in any action instituted by Lessor for unpaid Rent or additional rent under this Lease, except for mandatory or compulsory counterclaims.

27.14 Upon Lessee’s request, Lessor and Lessee agree that the legal description of the Premises attached hereto as Exhibit “A” shall be revised or supplemented if reasonably required by Lessee in view of the survey and title commitment to be obtained by Lessee pursuant to Section 8 hereof.

27.15 References herein to the current owner of the Premises and the current manager of the Premises shall be deemed to refer to Milford Project LLC, Arredondo & Co. and Westy.

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above mentioned.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ David Rogers
	Name:	David Rogers
	Title:	Chief Executive Officer
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate Investment
/S/ Carlos A. Arredondo
Carlos A. Arredondo

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EXHIBIT “A” TO LEASE

Legal Description

A certain piece or parcel of land situated in the Town of Milford, County 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., 1529 Boston Post Road, Milford, Connecticut”, prepared by Barakos-Landino Design Group. 2911 Dixwell Avenue, Hamden, Connecticut, 06518. 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 (U.S. Route 1), said monument being at the division line of land now or formerly Mary 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 Mary 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 Jon T. Lorenson 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) to the point and place of beginning.

AND

A certain piece or parcel of land situated in the Town of Milford, County 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, Inc., Roses Mill Road, Milford, Connecticut” Scale: I”=20’; Dated: January 6, 1997 and Prepared by Barakos-Landino 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.

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EXHIBIT “B” TO LEASE

PURCHASE AGREEMENT

Lessor and Lessee, as defined in the Lease between Lessor and Lessee to which this Exhibit B is attached (“Sovran Lease”), have agreed in the Sovran Lease that the following terms and conditions are and shall be binding on Lessor and Lessee at such time as Lessee exercises the Purchase Option (as defined in the Sovran Lease) in accordance with the Sovran Lease:

1. DEFINITIONS

The following terms when used in this Agreement shall have the following meanings (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sovran Lease):

1.1 Property. Real property (“Site” or “Property”) identified in attached Schedule “A” and described in attached Schedule “A-1”, together with all of the rights and items set forth in Section 2.2 hereof, and including the amounts of leaseable square feet of existing, indoor self storage space as set forth in the attached Schedule “A”.

1.2 Seller. Lessor under the Sovran Lease: Carlos A. Arredondo.

1.3 Purchaser. Lessee under the Sovran Lease: Sovran Acquisition Limited Partnership.

1.4 Closing. The delivery to PURCHASER of the Deed, Bill of Sale and all other items required hereunder concurrently with the delivery of the adjusted Purchase Price to SELLER (or the Escrow Agent, as defined below).

1.5 Closing Date. The date upon which the Closing occurs as required in Section 9 hereof.

1.6 Deed. The special warranty deed pursuant to which the Site shall be conveyed to PURCHASER.

1.7 Bill of Sale. The bill of sale (with warranties of title) pursuant to which SELLER shall convey to PURCHASER all of the personal property owned by SELLER and attached to or located at the Property, including office furniture, office equipment, maintenance equipment, security systems and appliances (collectively “Personal Property”). A list of some of the specific items of the Personal Property is attached hereto as Schedule “B”, which list may be modified so as to ensure that all Personal Property is transferred to PURCHASER.

1.8 Escrow Agent. Fidelity National Title Group/Chicago Title Insurance Company, Two Gateway Center, Suite 1900, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222-1402, Attention: William J. Weinheimer, Escrow Officer/Closer, Telephone (412) 904-6891.

2. PURCHASE AND SALE

2.1 (a) Subject to the provisions of this Agreement, SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property and the Personal Property for the total purchase price (“Purchase Price”) of THIRTY-THREE MILLION ONE HUNDRED FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS ($33,150,000 U.S.) upon and subject to the terms and conditions hereinafter set forth. The Purchase Price is allocated in attached Schedule “A”.

(b) Provided that SELLER complies with all of its obligations hereunder, PURCHASER shall pay the Purchase Price to SELLER by wire transfer through the Escrow Agent’s account, subject to all adjustments required by this Agreement.

(c) PURCHASER shall pay any sales tax due on the portion of the Purchase Price allocated to Personal Property either, at PURCHASER’s option, to SELLER or directly to the applicable State taxing authority.

2.2 The Property includes:

(a) All buildings and improvements located on the Property;

(b) All right-of-ways, alleys, privileges, easements and appurtenances which are on or benefit the Property;

(c) All right, title and interest of SELLER, in any land lying in the bed of any public or private street or highway, opened or proposed, in front of or adjoining the Property to the center line thereof;

(d) All right, title and interest to any unpaid award to which SELLER may be entitled (i) due to the taking by condemnation or eminent domain of any right, title or interest of SELLER in the Property and (ii) for any damage to the Property due to the change of grade of any street or highway;

(e) All rights under any assignable licenses, permits, variances, approvals (including building permits and site plan approvals) and similar authorizations with respect to or affecting the Property (each a “Permit” and collectively “Permits”), it being understood that PURCHASER may decide in its sole discretion not to accept an assignment of any one (1) or more of the Permits;

(f) All right, title and interest under all leases affecting the Property including the Auto Storage Lease as defined in the Sovran Lease (each a “Lease” and collectively “Leases”);

(g) All rights under any of SELLER’s assignable service contracts and warranties with respect to the Property that PURCHASER has not already assumed, which PURCHASER may decide in its sole discretion to assume or not assume (each a “Contract” and collectively “Contracts”);

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(h) Any oil, gas and mineral rights with respect to Property;

(i) SELLER’s goodwill (provided that PURCHASER is assuming absolutely no obligations or liabilities of SELLER, that are not expressly assumed by PURCHASER hereunder); and

2.3 PURCHASER shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for Excluded Liabilities. PURCHASER shall only be responsible for Assumed Obligations.

3. CONTINGENCIES

3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing.

3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) intentionally omitted; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

3.3 Intentionally Omitted.

3.4 To the extent applicable after the Commencement Date, SELLER shall cooperate with PURCHASER, and shall furnish PURCHASER with all information and materials reasonably requested by PURCHASER, including information and materials as may be required by PURCHASER’s auditors and/or in connection with requirements of the Securities and Exchange Commission and any public filing required, applicable to PURCHASER and/or its affiliates. Notwithstanding anything to the contrary herein, nothing in the Agreement shall prohibit, and PURCHASER may make, disclosures in connection with all of the foregoing in this Section 3.4.

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4. SELLER’S WARRANTIES AND REPRESENTATIONS

4.1 SELLER hereby reaffirms the truth, accuracy and completeness of the representations and warranties of SELLER set forth in the Sovran Lease with respect to its status and authority, which representations and warranties are now true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement.

4.2 In the event that SELLER learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’s status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice thereto to PURCHASER.

4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and if any such representation or warranty is untrue or materially inaccurate as of the date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement.

4.4 SELLER’s representations and warranties shall survive the Closing and the delivery of the Deed for a period of twelve (12) months from the Closing Date.

5. DELIVERIES AND COVENANTS

5.1 SELLER shall convey good, marketable and insurable fee simple title to the Property and shall convey lien-free title to the Personal Property, to PURCHASER on the Closing Date. On the Closing Date, SELLER shall deliver to PURCHASER, the following:

(a) The Deed (which shall contain the record/historical legal descriptions of the Site and the metes and bounds measured legal descriptions of the Site prepared by PURCHASER’s surveyor, and shown on the survey obtained by PURCHASER, and which shall include all rights under beneficial easements provided that SELLER may convey the metes and bounds, measured legal description via a separate quitclaim deed), together with real estate conveyance tax statements. SELLER shall furnish PURCHASER with a proposed Deed and the aforementioned forms for review at least five (5) business days prior to the Closing Date.

(b) The Bill of Sale in the form attached hereto as Schedule “D”.

(c) Assignment and Assumption Agreements (to be executed by both SELLER and PURCHASER) in the form attached hereto as Schedule “E”, pursuant to which SELLER shall assign, and reaffirm its assignment, to PURCHASER and PURCHASER shall assume all of rights under all Permits, Leases and Contracts to be assigned to PURCHASER in accordance with the terms hereof.

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(d) Certificate and Indemnity regarding sales tax, use tax, employment and excise tax (collectively “Sales Tax”) in the form attached hereto as Schedule “F”.

(e) Intentionally Omitted.

(f) Intentionally Omitted.

(g) Certificate from SELLER in the form attached as Schedule “H” with respect to compliance with FIRPTA, and all certificates reasonably required by the Escrow Agent, including but not limited to title certificates and gap indemnities in the form reasonably acceptable to SELLER.

(h) Possession of the Property free and clear of all parties in possession except tenants under the Leases and the Sovran Lease.

(i) Intentionally Omitted.

(j) A certificate executed by SELLER certifying that all representations and warranties of SELLER in the Sovran Lease pertaining to the status and authority of SELLER remain true and correct in all material respects as of the Closing Date.

(k) Intentionally Omitted.

(l) Such other certificates, permits and approvals required by law that are imposed on, or customarily furnished by, a seller of real property.

(m) Satisfactions, discharges and terminations of all Financing Liens, in recordable form, to be delivered to, and held in escrow by, the Escrow Agent pending Closing or customary pay off letters from SELLER’s lenders sufficient for the Escrow Agent to pay off the Financing Liens from the sale proceeds due SELLER at Closing and to omit all exceptions for the Financing Liens from PURCHASER’s title insurance policies.

(n) If not already delivered pursuant to the Sovran Lease, the Non-Competition Agreement (as defined in the Sovran Lease). If requested by PURCHASER, SELLER (Carlos A. Arredondo) shall reaffirm the Non-Competition Agreement for the balance of the term thereof prior to Closing.

5.2 PURCHASER may raise title objections (including but not limited to any one (1) or more liens, encumbrances, covenants, easements, restrictions, rights of way, mortgages or other recorded matters or title exceptions affecting the Property) that arise subsequent to the issuance of the title commitment, survey and/or leasehold title insurance policy obtained by PURCHASER pursuant to the Sovran Lease, and may terminate the Sovran Lease and this Agreement, without any consent or instruction of SELLER, if such title objections at Closing are other than Permitted Encumbrances and are not cured by SELLER at or prior to Closing.

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5.3 PURCHASER shall request a Connecticut tax clearance certificate (“CT Tax Clearance Certificate”) in connection with the transaction involving the Site contemplated by this Agreement. PURCHASER shall promptly notify SELLER in writing of (and shall provide SELLER with a copy of) PURCHASER’s receipt, prior to Closing, of a CT Tax Clearance Certificate certifying that there are no outstanding sales and use taxes, admissions and dues tax, or Connecticut income tax withholding or other taxes due (including penalties and interest), or a letter stating that any sales and use taxes, admissions and dues tax, Connecticut income tax withholding or other taxes (including penalties and interest) are due (“CT Escrow Letter”), or any other material correspondence received from the State of Connecticut Department of Revenue Services (“CT DORS”). In the event that the CT Escrow Letter states that any sale, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are owed, PURCHASER shall deduct the amount so owed from the adjusted Purchase Price to be delivered on the Closing Date, and remit such amount to CT DORS (or other proper agency of the State of Connecticut). In the event that PURCHASER does not receive a CT Tax Clearance Certificate or CT Escrow Letter prior to the Closing Date, SELLER hereby acknowledges and agrees that, at Closing, PURCHASER may withhold from the adjusted Purchase Price, and deliver to the Escrow Agent, an amount established by PURCHASER and agreed to by SELLER (in SELLER’S reasonable discretion) to cover any potential outstanding tax liability (including penalties and interest) for the period ending on the Closing Date (“CT Funds”), which amount shall be held by the Escrow Agent pursuant to and in accordance with the provisions of a separate escrow agreement entered into as of the Closing Date by and among SELLER, PURCHASER and the Escrow Agent, which escrow agreement shall provide, inter alia, that the CT Funds shall be held by the Escrow Agent until the date on which the CT Tax Clearance Certificate shall be issued by CT DORS and received by PURCHASER; provided, however, that if a CT Escrow Letter is issued and received by PURCHASER showing that any sales, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are due, the Escrow Agent shall release the CT Funds, or the requisite portion thereof, to satisfy all unpaid taxes set forth in the CT Escrow Letter, with the balance remitted to SELLER. If the CT Funds are insufficient to pay the amount of unpaid taxes set forth in the CT Escrow Letter, SELLER shall promptly remit the difference to the Escrow Agent, who shall release the same to CT DORS (or other proper agency of the State of Connecticut). The CT Tax Clearance Certificate and CT Escrow Letter shall address and cover all taxes that are due from Lessor and/or any predecessors in title of Lessor, and Lessor take all steps necessary to obtain a CT Tax Clearance Certificate respecting its predecessors in title. This Section 5.3 shall survive the Closing and the delivery of the Deed.

5.4 SELLER’S obligations with respect to the Transfer Act as set forth and subject to the provisions of the Sovran Lease shall survive Closing.

6. RISK OF LOSS

INTENTIONALLY OMITTED.

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7. CONDITIONS PRECEDENT TO CLOSING

PURCHASER shall not be obligated to close under this Agreement unless each of the following conditions precedent shall be satisfied or waived by PURCHASER, in writing, on or prior to the Closing Date:

(a) No Breach. SELLER shall not be in breach of the Sovran Lease or this Agreement.

(b) Title Policy. The Escrow Agent shall be prepared to issue, upon PURCHASER’s payment of the title premiums and charges therefor, a current ALTA owner’s title insurance policy covering the Site, subject to Permitted Encumbrances, but subject to no new lien or encumbrance not set forth in the leasehold title insurance policy obtained by PURCHASER in connection with the Sovran Lease except for liens or encumbrances caused by PURCHASER.

(c) Accuracy of Representations. The representations and warranties in the Sovran Lease as to the status and authority of SELLER shall be true and correct in all material respects on and as of the Closing Date as if they were made on the Closing Date.

(d) Fulfillment of Covenants. SELLER shall have performed all of SELLER’s obligations and agreements hereunder and under the Sovran Lease, and shall have complied with all of SELLER’s covenants hereunder and under the Sovran Lease.

(e) Material Change. There shall not have occurred (i) a release of Hazardous Materials at the Site by Lessor after the Commencement Date or (ii) other than Permitted Encumbrances, a change in status of fee title to all or any part of the Property caused by any act or omission of Lessor.

(f) Deliveries. SELLER shall have furnished and delivered to PURCHASER all of the documents, materials and other items required hereunder.

(g) Contingencies. The satisfaction or written waiver by PURCHASER of all the contingencies set forth herein.

All of the aforementioned conditions precedent are for the sole benefit of PURCHASER. In the event that all of the aforementioned conditions precedent are not satisfied or waived in writing by PURCHASER, prior to the Closing Date, PURCHASER may terminate the Sovran Lease and this Agreement by providing written notice to SELLER. To the extent that such a failure of a condition precedent arises out of a breach or default by SELLER hereunder, PURCHASER shall be afforded the remedies set forth in Section 10.2 hereof.

8. ADJUSTMENTS

As adjustments and prorations were done pursuant to the terms of the Sovran Lease, there are no adjustments other than for monthly Rent under the Sovran Lease.

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9. CLOSING DATE

The Closing will take place on or about the first business day which occurs ninety (90) days after PURCHASER exercises the Purchase Option but no earlier than February 2, 2015 and no later than September 2, 2016. The Closing will take place via e-mail and overnight courier through the Escrow Agent.

10. BREACH

10.1 If PURCHASER shall breach or default under this Agreement (and SELLER is not in breach hereof), SELLER’s sole, exclusive and entire right and remedy shall be termination of this Agreement by SELLER. PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such breach.

10.2 If SELLER shall breach or default under this Agreement or fail to convey title to Property in accordance with this Agreement (and PURCHASER is not in breach hereof), PURCHASER may in its sole discretion either (a) enforce this Agreement by specific performance or (b) terminate the Sovran Lease and this Agreement on written notice to SELLER, and PURCHASER may recover from SELLER, and SELLER shall promptly pay to PURCHASER, all costs and expenses (including attorneys’ fees, court costs, disbursements and costs of appeal) incurred by PURCHASER in connection with the Sovran Lease (excluding Rent) and this Agreement.

11. ASSIGNMENT

PURCHASER may not assign this Agreement without the prior consent of SELLER. SELLER agrees to accept a letter of direction from PURCHASER at closing with respect to conveyance of the property to an entity other than PURCHASER.

12. BROKER

The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee PURCHASER shall pay pursuant to the terms of a separate agreement). SELLER shall indemnify, defend and hold PURCHASER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by SELLER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. PURCHASER shall indemnify, defend and hold SELLER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by PURCHASER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The provisions of this Section 12 shall survive the Closing.

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13. COSTS AND ALLOCATIONS

PURCHASER shall pay the costs and expenses related to the UCC and other searches. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the Deed. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”). PURCHASER shall indemnify SELLER from and against any claims (“Claims”) made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.

14. ENFORCEABILITY

If any provision in this Agreement shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law, provided that such enforcement comports with the parties’ intentions as set forth in this Agreement. The terms of this Agreement shall not be construed against PURCHASER despite the fact that PURCHASER and its counsel prepared it.

15. INDEMNIFICATION

Following Closing, SELLER shall reimburse PURCHASER, and shall hold harmless, indemnify and defend PURCHASER, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by PURCHASER in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities, (ii) any and all Taxes or other tax owed by SELLER, any person or entity comprising SELLER, or any predecessor to such entities and (iii) any non-fulfillment of any indemnity obligation of SELLER hereunder, in the Sovran Lease or in any other document delivered in connection with this Agreement.

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16. FURTHER ASSURANCES

From time to time after the Closing Date, SELLER will execute all such instruments and take all such actions as PURCHASER shall reasonably request in order to ensure that PURCHASER receives the full benefit of the Property, Personal Property and the transactions contemplated by this Agreement. SELLER and PURCHASER shall also execute and deliver to the appropriate other party such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all further actions as may be reasonably required to carry out the transactions contemplated by this Agreement.

17. SURVIVAL

The representations and warranties of SELLER referred to in Section 5.1(j) hereof and the indemnification obligation set forth in Section 15 hereof shall survive the Closing and the delivery of the Deed for twelve (12) months. A timely claim hereunder shall be deemed to have been made if written notice is given to SELLER within such 12-month period.

18. OFF MARKET

(a) While this Agreement is in effect, neither the Property nor any part thereof may be listed or offered for sale or lease; nor may any third party offer involving all or any portion of the Property or Personal Property be sought or solicited. While this Agreement is in effect, neither SELLER nor any person or entity comprising SELLER, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease agreement, offer or contract respecting the Property.

(b) While this Agreement is in effect, neither SELLER, nor any of the persons or entities comprising SELLER shall (i) solicit or encourage inquiries or proposals with respect to the Property or any portion thereof, (ii) engage in any negotiations concerning the Property or any portion thereof, (iii) provide any confidential information to, or disclose this Agreement and/or its terms to, any third party or (iv) negotiate the sale of the Property, or any part thereof, with any person or entity.

(c) PURCHASER may enforce the provisions of this Section 18 at law or in equity, including by way of injunction.

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19. NOTICE

All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, or (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

PURCHASER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
SELLER:
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

20. GOVERNING LAW; PREVAILING ENTITY

(a) This Agreement shall be governed by the laws of the State in which the Property is located.

(b) In the event that any dispute arises in connection with this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including reasonable attorneys’ fees, in connection with any judicial or non-judicial dispute resolution.

21. ENTIRE AGREEMENT

All prior understandings and agreements between SELLER and PURCHASER are set forth in the Sovran Lease and this Agreement. This Agreement and the Sovran Lease completely expresses their full agreement.

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22. NO ORAL CHANGE

This Agreement may not be amended or terminated orally. Any and all amendments to this Agreement must be in writing and signed by both SELLER and PURCHASER.

23. SUCCESSORS

This Agreement shall bind, and shall inure to the benefit of, SELLER and PURCHASER, and the respective distributees, executors, administrators, heirs, personal representatives, trustees, beneficiaries, successors and assigns of SELLER and PURCHASER.

24. COUNTERPARTS; CAPTIONS

This Agreement may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

25. EMPLOYEES/BUILDING PLANS

For a period of two (2) years following the Commencement Date as defined in the Sovran Lease, PURCHASER shall not knowingly hire any one or more employees of (a) the owner of the Property (Milford Project LLC) from whom SELLER acquired the Property, (b) Arredondo & Co. or (c) Westy. PURCHASER shall have no obligations or liabilities respecting any of the aforementioned employees. PURCHASER shall have no obligation whatsoever to hire any of the aforementioned employees. PURCHASER shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by PURCHASER at PURCHASER’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. PURCHASER will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

26. CONSTRUCTION AND OTHER PROVISIONS

(a) Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms “herein”, “hereof” and the like refer to this Agreement in its entirety and not to any specific section or subsection.

(b) If any provisions of this Agreement or any escrow instructions signed pursuant to this Agreement are held by a court of competent jurisdiction to be invalid, this determination shall not affect the validity of the remaining provisions of this Agreement.

(c) The waiver by one party of the performance of any agreement, condition, or obligation under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by that party of any other agreement, condition, or obligation under this Agreement. The waiver by either or both parties of the time for performing any act required by this Agreement shall not constitute a waiver of the time for performing any other act required to be performed at a later time.

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27. TAX-DEFERRED EXCHANGE

PURCHASER understands that the transaction contemplated hereby may be part of SELLER’s tax-deferred exchange under Section 1031 of the Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with 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 connection with such tax-deferred exchange (a) PURCHASER shall not incur any cost or expense whatsoever, (b) 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 required to acquire title to any property other than the Property, (d) upon payment of the 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 relieved or released from any liabilities or obligations hereunder.

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SCHEDULE A TO PURCHASE AGREEMENT

DESCRIPTION OF REAL ESTATE

AND ALLOCATION OF PRICE

Property	Total		Real Property		Non-Compete		Goodwill
Westy Self Storage - Milford 1525 Boston Post Road Milford, Connecticut 06810 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 updated 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, County 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., 1529 Boston Post Road, Milford, Connecticut”, prepared by Barakos-Landino Design Group. 2911 Dixwell Avenue, Hamden, Connecticut, 06518. 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 (U.S. Route 1 ), said monument being at the division line of land now or formerly Mary 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 Mary 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 Jon T. Lorenson 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) to the point and place of beginning.

AND

A certain piece or parcel of land situated in the Town of Milford, County 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, Inc., Roses Mill Road, Milford, Connecticut” Scale: I”=20’; Dated: January 6, 1997 and Prepared by Barakos-Landino 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.

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SCHEDULE B TO PURCHASE AGREEMENT

[Personal Property]

A list shall be prepared by Seller and Purchaser for attachment to the Bill of Sale

SCHEDULE “C” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “D” TO PURCHASE AGREEMENT

FORM OF BILL 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 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”:

1. All items listed in attached Schedule A;

2. To the extent assignable, all existing permits, approvals and licenses, including, without limitation, all use permits, variances, certificates of occupancy, building and other operating permits, franchise rights, construction permits, business registration and other occupancy permits, computer software licenses and other licenses related to or used in connection with the existing business operation on the Property; and

3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, alteration, maintenance and repair of the Property. Plans and specifications all specifically excluded from this assignment.

Notwithstanding anything to the contrary herein, and except as set forth in the Sovran Lease, Buyer is not assuming, nor is Buyer liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller’s (and each of those persons and entities comprising Seller) liabilities and obligations (a) not expressly assumed by Buyer and/or (b) arising or accruing prior to the date that Buyer acquires title to the Property.

Seller warrants that it owns the Personal Property in its entirety, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Personal Property free and clear of all such liens and encumbrances. Except for and subject to the representations and warranties set forth in the Lease dated as of             , 201     to which Seller and Buyer are parties, the Personal Property is being conveyed “As Is” and “With All Faults”, without any representations or warranties as to condition, merchantability or fitness for a particular purpose or otherwise.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed on this      day of             , 201    .

By:
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 201    , before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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SCHEDULE A TO BILL OF SALE

SCHEDULE “E” TO PURCHASE AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated             , 2013, by and between                      (“Assignor”) and SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Assignee”).

RECITALS

A. Assignor is the owner of real property located at 1525 Boston Post Road, Milford, Connecticut 06810 (“Premises”), a portion of which Premises have been leased by Assignor to Assignee pursuant to a lease dated             , 2013 (“Sovran Lease”).

B. The Premises are subject to the leases identified in attached Exhibit A including the lease dated May 15, 2001 between Milford Project, LLC and Milford Gateway, Inc. respecting automobile storage (collectively “Leases”).

C. The Premises are affected by certain permits, licenses, approvals and certificates identified in attached Exhibit B (collectively “Permits”) granted by various governmental agencies which are necessary for the ownership, use and operation of the Premises.

D. The Premises are affected by certain contracts and agreements identified in annexed Exhibit C (collectively “Service Contracts”) relating to the ownership, use or operation of the Premises.

E. The Premises are affected by certain warranties and guaranties identified in attached Exhibit D (collectively “Guaranties”).

F. Assignee wishes to acquire any and all rights of Assignor under the Leases, Permits, Guaranties and Service Contracts, as well as Assignor’s telephone numbers and fax numbers.

NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

(1) Assignor hereby assigns, transfers and sets over to Assignee, and hereby ratifies and reaffirms the assignment by Assignor to Assignee in the Sovran Lease of, all of Assignor’s right, title and interest in, and Assignee hereby accepts the assignment of, the Leases, Permits, Service Contracts and Guaranties, as well as Assignor’s telephone numbers and fax numbers.

(2) Assignee hereby confirms assumption of all of the covenants, duties and obligations under the Leases, Permits and Service Contracts first arising after the Commencement Date of the Sovran Lease.

(3) This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(4) This Assignment shall not be construed against Assignee despite the fact that Assignee prepared it.

(5) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a single instrument.

(6) Assignor and Assignee shall execute and deliver to the other any further instruments of conveyance, sale, assignment or transfer as may be reasonably necessary to effect the purposes of this Assignment.

(7) This Assignment may be modified only in writing, signed by the parties hereto.

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IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the day and year first above written.

By:
	Name:
	Title:
SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., its general partner
By:
	Name:
	Title:

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EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[LEASES]

EXHIBIT B TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[PERMITS, LICENSES, CERTIFICATES]

Certificate(s) of Occupancy

EXHIBIT C TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Service Contracts)

EXHIBIT D TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Guaranties)

SCHEDULE “F” TO PURCHASE AGREEMENT

FORM OF CERTIFICATE AND INDEMNITY

The undersigned persons and entities (collectively “Seller”) hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”) that all sales taxes, excise taxes, use taxes, employment taxes and other taxes, if any (collectively “Taxes”) due from Seller and Seller’s predecessor in title in connection with the ownership and/or operation of the self storage facility known as Westy Self Storage located at                      (“Facility”) prior to the Commencement Date are current, including but not limited to any and all Taxes due in connection with (i) the sale of personal property such as inventory and merchandise, (ii) the furnishing of services, (iii) the leasing of outdoor parking spaces and (iv) the rents collected on self storage units. The undersigned hereby jointly and severally indemnify, defend and hold Buyer harmless from and against, and agree to reimburse Buyer for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, reasonable attorneys’ fees, disbursements, court costs and costs of appeal) in connection with the failure by Seller and Seller’s predecessors in title to pay any and all Taxes due in connection with the ownership and/or operation of the Facility, including subsections (i) through (iv) above, that were due and payable for the period of time prior to the Commencement Date (as that term is defined in the Lease between Buyer and the undersigned dated             , 2013).

By
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

SCHEDULE “G” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “H” TO PURCHASE AGREEMENT

FORM OF FIRPTA CERTIFICATE

SELLER’S CERTIFICATE UNDER

INTERNAL REVENUE CODE SECTION

1445 (FIRPTA)

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign entity. To inform the transferee (buyer) that withholding of tax is not required upon disposition of a U.S. real property interest, the undersigned hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (transferee) the following:

1.                      is a                      [limited liability company] [partnership] [corporation] [person] [trust] and is not a non-resident alien or foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) and is not a disregarded entity as defined in 26 CFR § 1.1445-2(b)(2)(iii).

2. The U.S. taxpayer identification number/social security number of                      is as follows:                     .

3. This certification may be disclosed to the Internal Revenue Service by the transferee, and any false statement made herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declare that the undersigned have examined this certification, and it is true, correct, and complete.

Dated:             , 2013

By:
	Name:
	Title:

Sworn to before me this

     day of             , 2013

Notary Public

EXHIBIT “C” TO LEASE

Property Information on each Property for new Operator (electronic copies – in pdf, excel and other format files where possible):

1. All, as of July 31, 2013, tenant occupancy agreements including phone numbers, addresses (and change of address cards) and email addresses and any tenant signed documents.

2. Service contracts: trash removal, lawn maintenance, auctioneer, energy contracts (if any).

3. Permits and/or last inspection report for building, elevator, fire inspections, etc.

4. Current business license.

5. Original site plan.

6. Existing surveys (if available); or site layout plan depicting each building and number of spaces in each.

7. Units mix of each building.

8. Certificate of occupancy for each building, land use permit, special use permit, zoning permit, variances, etc. (as applicable).

9. Environmental reports/property condition reports (if available).

10. May, June, July 2013 utility invoices (electric, water, phone, gas) with service provider phone numbers.

11. Registration account number for sales tax and state unemployment.

12. Monthly operating (income and expense) statements for 2012 and year to date 2013 (through July 31).

13. General ledger activity detail for all balance sheet and income and expense accounts for 2012 and year to date 2013 (through July 2013).

14. All property expense invoices for 2012 and year to date 2013 (through July 31).

15. Property management computer monthly summary reports for 2012 and year to date 2013 (through July 31).

16. Prior two years of financial statements - balance sheet and operating statements for 12/31/11 and 12/31/12.

17. Accounts receivable detail at 12/31/12 and year to date 2013 (through July 31).

18. Accounts payable detail at 12/31/12 and year to date 2013 (through July 31).

19. Schedule of prepaid tenant rents, security deposits, and supporting documentation at 12/31/11 and 12/31/12 and year to date 2013 (through July 31).

20. Merchant credit card monthly statements for 2012 and year to date 2013 (through July 31).

21. Current month to date bank deposits (August and September 2013).

22. Insurance invoice detailing liability, umbrella and worker compensation expense, and Certificate of Insurance evidencing all liability and property damage coverage.

23. Auction information for 2012 and year to date 2013 (through July 31), including amounts owed, recovered and all auction expenses.

24. Printout showing occupied and vacant units in order to complete lock check.

25. Carlos Arredondo to use good faith efforts to obtain bank statements for 2012 and 2013 to date.

EXHIBIT “D” TO LEASE

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT, made and entered into as of the      day of             , 2013, among SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership, 6467 Main Street, Buffalo, New York 14221 (“Sovran”), THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO, 35 FIELD POINT CIRCLE, GREENWICH, CONNECTICUT 06830 (each a “Trust” and collectively “Trusts”), CARLOS A. ARREDONDO, residing at                     , ELENA I. ARREDONDO, residing at                     , FABIOLA R. ARREDONDO, residing at                      and MARISA V. ARREDONDO, residing at                      (each an “Individual” and collectively “Individuals”).

RECITALS

WHEREAS, reference is made to a self storage facility (“Business”), located at 1525 Boston Post Road, Milford, Connecticut 06810 (“Site” or “Property”) and as more fully described in the lease between Carlos A. Arredondo as lessor and Sovran, as lessee, dated             , 2013 (“Lease”);

WHEREAS, Sovran has an option to purchase the Property under the Lease;

WHEREAS, Carlos A. Arredondo has been involved in the management and operation of the Business and, directly or indirectly, the Trusts and Individuals will benefit from the lease of, and possible sale of the, Property to Sovran; and

WHEREAS, as an inducement to Sovran to lease the Property, the Trusts and the Individuals agree to enter into and comply with the terms of this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Non-Competition.

(a) The Trusts, and the Individuals hereby covenant and agree that, for four (4) years immediately following the commencement of the term of the Lease (“Term”), they will not themselves or through their Affiliates (as hereinafter defined) construct, expand, develop, renovate, lease (as landlord or tenant, other than a lease of a self storage unit for use as a self storage unit), sublease (as sublessor or sublessee), own, manage or operate a self-storage facility, or any facility similar thereto within a four (4) mile radius of the Site (“Radius”),

(b) An “Affiliate”, when used in this Agreement, shall mean any Person (as hereinafter defined) that directly or indirectly through one or more intermediaries controls, is controlled by or under common control with the Person specified. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract or otherwise. “Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture, trust, association, union or other entity or business organization.

(c) The Trusts and the Individuals shall not, and shall cause the Affiliates not to, solicit, contact or communicate with any tenant, subtenant or occupant of the Site, either orally or in writing, regarding matters set forth in Section 1(a), without first obtaining the prior written consent of Sovran.

(d) Notwithstanding anything to the contrary herein, this Agreement shall not prohibit the Trusts or the Individuals and their Affiliates from investing in stocks or funds or Persons, or taking employment with or providing services to Persons unaffiliated with the Trusts and/or the Individuals, which stocks or funds or Persons may have interests in or operate self storage sites located within the Radius.

(e) This Agreement shall terminate in the event that Sovran terminates the Lease or the Lease is otherwise terminated. This Agreement shall remain in full force and effect in accordance with its terms if the Lease remains in effect, and shall survive and continue to remain in effect in accordance with its terms if Sovran exercises its purchase option under the Lease and subsequently acquires the Property.

2. Attorneys’ Fees. Should Sovran, the Trusts or any Individual employ an attorney or attorneys to enforce any of the provisions hereof or to protect their interests in any manner arising under this Agreement, or to recover damages for the breach hereof, the nonprevailing party shall pay to the prevailing party all reasonable costs, damages and expenses, including attorneys’ fees, disbursements and court costs expended or incurred in connection therewith.

3. Counterparts. This Agreement may be signed in counterparts, and shall be fully effective if the signatories execute this Agreement in separate counterparts.

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4. Assist. During the Term, the Trusts and the Individuals shall not take actions to circumvent the prohibitions of Section 1(a) of this Agreement.

5. Remedies. Sovran will suffer irreparable harm if this Agreement is breached. The parties hereto acknowledge and agree that it may be difficult or impossible to calculate and ascertain accurately or definitively the damages that would be sustained by Sovran as a result of a breach of this Agreement. The parties hereto agree that if Sovran should institute an action or proceeding to enforce the provisions hereof, Sovran shall be entitled to injunctive relief (in addition to all other remedies provided at law or in equity), and any party against whom such action or proceeding is brought hereby waives (a) the claim or defense that Sovran has an adequate remedy at law (and shall not urge in any action or proceeding the claim or defense that such a remedy at law exists) and (b) any requirement that Sovran post any bond in connection with obtaining such injunctive relief. Accordingly, Sovran shall have the right to seek a temporary restraining order and preliminary and permanent injunctions restraining and enjoining any one (1) or more of the Trusts, the Individuals and/or any family members of the Individuals as well as any Affiliate of any one (1) or more of the Trusts and/or any Individuals as the case may be, from initiating or continuing any breach of any provision of this Agreement, that such relief may be granted without the necessity of proving actual damages, and that, in connection with any such proceedings, the Trusts and the Individuals hereby waive the defense that Sovran has an adequate remedy at law. This provision with respect to injunctive relief shall not, however, diminish the right of Sovran to claim and recover damages in addition to injunctive relief. The obligations and liabilities of the Trusts and the Individuals hereunder shall be joint and several.

6. Severability; Validity. The invalidity or unenforceability of any one or more of the particular provisions of this Agreement shall not affect the enforceability of the other provisions hereof, all of which are inserted conditionally on their being valid in law, and in the event one or more provisions contained herein shall be invalid, this Agreement shall be construed as if such invalid provision had not been inserted; provided, however, that if such invalidity shall be caused by any value, any price, the length of any period of time, the size of any area, or the scope of activities set forth in any provision hereof, such value, price, period of time, area, or scope shall be considered to be adjusted to a value, price, period of time, area, or scope that would cure such invalidity. The parties hereto agree that the covenants and obligations contained in this Agreement are severable and divisible, that none of such covenants or obligations depends on any other covenant or obligation for its enforceability, that each such covenant and obligation constitutes an enforceable obligation, that each such covenant and obligation shall be construed as an agreement independent of any other provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such covenants or obligations. This Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. To the extent that any provisions of this Agreement shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation

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of the foregoing, it is expressly agreed that should the duration of or geographic extent of, or business activities covered by, the non-competition agreement contained in Section 1 be determined to be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which may validly or enforceably covered.

7. Applicable Law. This Agreement shall be governed by the internal laws of the State in which the Property is located without regard to the principles of conflicts of laws. If this Agreement is found to be unenforceable against one or more of the parties hereto, it shall nevertheless remain enforceable against the remaining parties hereto.

8. Entire Agreement; Modifications. This Agreement embodies and constitutes the entire understanding between the parties with respect to the scope of the non-competition arrangement described herein, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought.

9. Inducement. This Agreement constitutes a portion of the inducement to Sovran in connection with the Lease. All of the parties hereto expressly agree that adequate consideration supports this Agreement. All of the parties hereto agree that the covenants and agreements herein contained are reasonable in geographic and temporal scope.

10. Captions. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

11. Interpretation. This Agreement has been thoroughly reviewed by the Trusts and the Individuals, and their counsel. This Agreement shall not be construed against Sovran despite the fact that its counsel may have prepared it.

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12. Notice. All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission, (b) e-mail or (c) on the day when delivered personally (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

BUYER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
THE TRUSTS AND:
THE INDIVIDUALS:	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

13. Enforcement. Any failure on the part of any party to this Agreement to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provisions as to future violations thereof nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties hereto are cumulative and the waiver by a party of a single remedy shall not constitute a waiver by any such party of its right to assert all other legal and/or equitable remedies available hereunder, or under law or equity.

14. Delegation. The Trusts and the Individuals may not delegate or assign any of their obligations set forth in this Agreement without the prior written consent of Sovran, and any such delegation or assignment is void. This Agreement shall be binding on the respective heirs, distributees, personal representatives, successors and assigns of the parties hereto, and shall inure to the benefit of, and be enforceable by, their respective heirs, distributees, personal representatives, successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., its general partner
By:
	Name:	Date
	Title:
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V.
ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:
	Name:	Date
	Title:

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TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:
	Name:	Date
	Title:
Elena I. Arredondo		Date
Fabiola R. Arredondo		Date
Marisa V. Arredondo		Date
Carlos A. Arredondo		Date

- 7 -

STATE OF NEW YORK	)
	) SS.:
COUNTY OF ERIE	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 8 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 9 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 10 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

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EXHIBIT “E” TO LEASE

FORM OF LETTER TO BE DELIVERED BY CURRENT OWNER/MANAGER TO TENANTS

EXHIBIT E

Dear Customer,

As you may know, there are seventeen (17) Westy Storage Centers. Effective November 1, 2013, four (4) of these centers – that is, Danbury, Milford, Hicksville and Babylon – will not be operated by Westy. These centers will be renamed as New Operator Name and will be managed by them. Your Occupancy Agreement has been assigned to New Operator Name effective November 1, 2013. New Operator Name is, at this time, writing you to give you details of their services.

New Operator Name has agreed that they will not increase your rent for two (2) years from the time you moved in or from your latest rent increase, whichever is later. There is no rent guarantee beyond that. As the new Manager does not require security deposits, we are herein returning your security deposit.

It has been a privilege servicing you and we wish you every happiness and success.

John A. Arredondo

Director of Operations

Milford, CT

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE (the “Amendment”) is made as of the 13th day of

September, 2013, by and between

CARLOS A. ARREDONDO

35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

WHEREAS, Lessor and Lessee, entered into that certain Lease dated as of August 7, 2013 (the “Lease”) for the premises known as 1525 Boston Post Road, Milford, Connecticut 06810 (the “Premises”) as more particularly described in the Lease;

WHEREAS, the parties desire to modify the terms of the Lease as hereinafter described. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Lease.

NOW, THEREFORE, for good and valuable consideration, receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1. The words “Milford, NY” appearing in the top right corner of the first page of the Lease are hereby amended by replacing them with the following:

“Milford, CT”

2. Schedule A to Exhibit B to the Lease is hereby amended by replacing it with Exhibit 1 attached hereto.

3. The Contracts that are to be assigned to Lessee and assumed by Lessee are set forth on Exhibit 2 attached hereto.

4. Paragraph 6.5 of the Lease is hereby deleted.

5. Paragraph 14.5 of the Lease is hereby revised in its entirety to read as follows:

Lessor shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Premises by Lessor, its agents, employees or contractors. At all times during the Term, Lessor shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all

Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Premises, except for environmental contamination for which Lessee is responsible under Section 14.4 hereof. If any Hazardous Materials, or any environmental contamination, are found on the Premises that were caused by Lessor, or that were in existence prior to Lessee’s occupancy of the Premises, for which any remedial action is required pursuant to Environmental Laws, Lessor shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws and governmental authority. Lessor agrees to defend, indemnify and hold harmless Lessee from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Premises of any Hazardous Materials caused by Lessor or that were in existence prior to the Commencement Date and/or (ii) any material violation by Lessor, and/or the current owner or manager of the Premises, of any Environmental Laws prior to the Commencement Date. The provisions of this Section 14.5 shall survive the expiration of the Term or earlier termination of this Lease.

6. Paragraph 5.4 of the Purchase Agreement attached as Exhibit B to the Lease is hereby revised in its entirety to read as follows:

SELLER shall, at its sole cost and expense, comply with the Connecticut Transfer Act, codified at Connecticut General Statutes Section 22a-134 et seq., as it may be amended or replaced from time to time (the “Transfer Act”) with respect to the Property, including the obligation to sign as Certifying Party (as defined in the Transfer Act), until such time as SELLER obtains a Verification (as defined in the Transfer Act) or a writing from the Commissioner of the Department of Environmental Protection confirming that the Property has been remediated in accordance with the Remediation Standards (as defined in the Transfer Act) if and to the extent the Property is an Establishment (as defined in the Transfer Act). SELLER and PURCHASER agree to execute and deliver all documents requested by the other to comply with the Transfer Act. SELLER shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Property by SELLER, its agents, employees or contractors. SELLER shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Property, except for environmental contamination for which PURCHASER is responsible under Section 14.4 of the Sovran Lease. If any Hazardous Materials, or any environmental contamination, are found on the Property that were caused by SELLER, or that were in existence prior to PURCHASER’s occupancy of the Property under the Sovran Lease, for which any remedial action is required pursuant to Environmental Laws and/or the Transfer Act, SELLER shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws, the Transfer Act and/or governmental authority. SELLER agrees to defend, indemnify and hold harmless PURCHASER from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Property of any Hazardous Materials caused by SELLER or that were in existence prior to the Commencement Date of the Sovran Lease, (ii) any material violation by SELLER, and/or the owner or manager of the Property prior to SELLER, of any Environmental Laws that occurred

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prior to the Commencement Date of the Sovran Lease and/or (iii) if the Property is an Establishment, any violation of, or noncompliance with, the Transfer Act by SELLER. The provisions of this Section 5.4 shall survive the Closing and delivery of the Deed.

7. The Inspection Period is hereby extended through 6:00 p.m. Eastern Time on September 27, 2013.

8. To the extent that the Survey includes an “as surveyed” metes and bounds legal description or descriptions prepared by Lessee’s surveyor, such “as surveyed” legal description or descriptions shall be deemed to be included in the Lease, and shall be included in the Memorandum of Lease, in all circumstances without any representation or warranty as to completeness or accuracy thereof from Lessor, as descriptions of the Premises along with the record legal description of the Premises that is currently attached to the Lease as Exhibit A.

9. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Except as specifically modified and amended by this Amendment, there are no other changes or modifications to the Lease and all of the terms, covenants and conditions of the Lease, as modified and amended by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in full force and effect.

[SEE NEXT PAGE FOR SIGNATURES]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate Investment
By:	/S/ Michael Rogers
	Name:	Michael Rogers
	Title:	Vice President - Real Estate Operations
/S/ Carlos A. Arredondo
Carlos A. Arredondo

- 4 -

Milford, CT

Exhibit 1

SCHEDULE A TO PURCHASE AGREEMENT

DESCRIPTION OF REAL ESTATE

AND ALLOCATION OF PRICE

Property	Total		Real Property		Non-Compete		Goodwill
Westy Self Storage - Milford 1525 Boston Post Road Milford, Connecticut 06810 138,165± rentable square feet of indoor self storage space	$	33,150,000	$	23,200,000	$	5,000	$	9,945,000

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 updated title commitment and updated survey.

Milford, CT

Exhibit 2

CONTRACTS

Comprehensive Facilities Services Agreement dated January 1, 2013 by and between Hughes Environmental Engineering and Arredondo & Company, with respect to the Premises and the Danbury, Farmingdale, and Hicksville properties, only.

Agreement dated January 1, 2008 by and between Arredondo & Co. LLC (D.B.A.) Westy Self Storage and ThyssenKrupp Elevator Corporation, with respect to the Premises and the Danbury, Farmingdale, and Hicksville properties, only.

Planned Lighting Maintenance Agreement dated January 1, 2013 by and between Efficient Lighting Maintenance Inc. and Westy Self Storage/Arredondo & Co. LLC, with respect to the Premises and the Danbury, Farmingdale, and Hicksville properties, only.

Music Service Agreement dated January 1, 2007, by and between Westy’s Storage and Muzak LLC, with respect to the Premises and the Danbury, Farmingdale, and Hicksville properties, only.

Roof Proposal dated July 12, 2011, by and between Heritage Systems and Susan Pritting, with respect to the Premises and the Danbury property only.

Inspection and Service Agreement dated May 16, 2013, by and between Red Hawk Fire & Security and Westys Storage Center.

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [fire alarm].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [security system].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [opening and closing reports].

Service Agreement dated June 18, 2012, by and between Optimum Lightpath and Arredondo & Co LLC / DBA Westy Storage Ctr.

Service Agreement dated July 21, 2006, by and between Kinsley Power Systems and Westys.

Service Agreement dated January 19, 2012, by and between All American Waste, LLC and Westy Connecticut Inc.

Property Care Proposal dated March 28, 2013, by and between Tri State Property Care LLC and Westy’s Storage.

Letter Agreement dated January 24, 2007, by and between All Maintenance, Inc. and Westy Storage Centers.

EX-10.19

Exhibit 10.19

LEASE

AGREEMENT OF LEASE, made this 7th day of August, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee covenant and agree as follows:

1. PREMISES

1.1 Lessor, in consideration of the Rent (as hereinafter defined) and of the covenants, conditions and agreements herein contained, and in consideration of a non-refundable $500 payment to be made by Lessee to Lessor following the full execution of this Lease, does hereby lease unto Lessee, and Lessee does hereby lease from Lessor, real property consisting of land, and all buildings and improvements, including 96,397± square feet of indoor self storage space, owned by Lessor and located at One Executive Boulevard, Farmingdale, New York 11735, which real property is legally described in attached Exhibit “A” (collectively “Premises”). Lessee may utilize any personal property located on the Premises at no charge. Lessor and Lessee acknowledge and agree that as of the Commencement Date (as hereinafter defined) Lessee shall have the full and exclusive right to use, occupy, possess, operate and control the Premises, including the entire self storage facility on the Premises, subject to the Leases (as hereinafter defined) and covenants, easements and agreements of record (which covenants, easements and agreements may be raised by Lessee as title objections pursuant to Section 8 hereof).

1.2 This Lease is contingent upon Lessee entering into three (3) other leases involving self storage properties located at 65 West John Street, Hicksville, New York, 15-19 Kenosia Avenue and 21-25 Kenosia Avenue, Danbury, Connecticut and 1525 Boston Post Road, Milford, Connecticut. See also Section 5.10 of this Lease.

2. USE OF PREMISES

Lessee is hereby granted the right to use the Premises during the Term (as hereinafter defined) for the following purposes, and for no other purposes without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed: Use and operation of a self storage facility, and all incidental, ancillary and related uses, including but not limited to offices, sales of customary self storage merchandise and the leasing of vehicles, vans and trucks. Subject to compliance with applicable governmental regulations and receipt of Lessor’s consent which shall not be unreasonably withheld, conditioned or delayed, Lessee may also sublease portions of the Premises for purposes such as billboards and cell communications without violating this Section 2.

3. TERM/LEASES/LIABILITIES

3.1 The term of this Lease shall be for a period of fifteen (15) years and two (2) months (“Term”) commencing on November 1, 2013 (“Commencement Date”) and expiring on December 31, 2028, subject to the contingencies set forth in Sections 5.4 and 5.5 hereof.

3.2 Lessee shall be responsible for and shall obtain any and all licenses and permits which may be necessary or required for Lessee’s use, occupancy and operation of the Premises as a self storage facility, provided however, from and after the Commencement Date, Lessee shall have the benefit of any licenses, permits, variances, approvals and certificates, including all certificates of occupancy, if any, with respect to the Premises in existence as of the date hereof (each a “Permit” and collectively “Permits”).

3.3 Lessor hereby assigns to Lessee effective as of the Commencement Date, all of the self storage leases, occupancy agreements, rental agreements pertaining to the Premises (each a “Lease” and collectively “Leases”), and the right to receive all rents, additional rents and other sums due under the Leases. Beginning as of the Commencement Date, Lessee shall have the right to enter into new leases/subleases, occupancy agreements and rental agreements (all of which will become part of the Leases) with respect to the Premises consistent with Lessee’s commercially reasonable practice, including the use of Lessee’s standard form of self storage lease.

3.4 Lessor hereby assigns to Lessee effective as of the Commencement Date, and Lessee shall assume as of the Commencement Date, the existing service contracts of Lessor including those existing service contracts of the current owner and/or current manager of the Premises that (i) were assigned to and assumed by Lessor or (ii) Lessor acquired the Premises subject to (each a “Contract” and collectively “Contracts”) provided that (a) Lessor has provided Lessee with complete copies of, and all amendments to, all of the Contracts (it being agreed that Lessee shall not be obligated to assume any Contract that Lessee has not received) and (b) Lessee’s assumption of Contracts shall be only with respect to those obligations under the Contracts

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which first arise from and after the Commencement Date. Lessor and Lessee shall indemnify one another respecting the Contracts assigned to and assumed by Lessee pursuant to Section 3.7 hereof. Promptly following the full execution hereof, Lessor and Lessee shall review all of the Contracts.

3.5 Lessee shall not be obligated to assume or be responsible for the obligations under the existing management agreements affecting the Premises. Lessor shall use good faith efforts to terminate the existing management agreement for the Premises, which termination shall be effective no later than the Commencement Date.

3.6 Lessor shall use good faith commercially reasonable efforts to remove all Westy signage at the Premises, as well as all Westy-branded inventory by, and the removal of the same shall be a condition precedent to the occurrence of, the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). To the extent that Westy signage and/or Westy-branded inventory has not been removed from the Premises by the Commencement Date, Lessee may remove the same. Lessee shall not use any Westy-branded forms or Westy manuals. Upon the Commencement Date, Lessee shall have the right to retain and use the local telephone numbers and fax numbers currently used at and for the Premises, to the extent same may be transferred to Lessee. Prior to the Commencement Date, Lessor shall ensure that all references to the Premises are removed from any existing internet website of Lessor, Lessor’s predecessor in title (Babylon Project LLC), Arredondo & Co., and any manager of the Premises, including the website known as http://www.westy.com and all other websites used for the Westy storage business, as provided in the agreement pursuant to which Lessor will be acquiring the Premises. Lessor shall cooperate reasonably with Lessee in connection with the transfer by Lessor to Lessee of customer lists and related information respecting the tenants of the Premises, all of which shall be a condition precedent to the occurrence of the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). Lessor shall not transfer to Lessee any of Lessor’s or Westy’s forms, manuals, intellectual property, trade secrets, computer software or any drawings, plans or specifications regarding building construction; provided, however, that copies of such drawings, plans and specifications, to the extent in Lessor’s possession, shall be provided by Lessor to Lessee prior to the Commencement Date for informational purposes only, except as necessary to operate, repair and maintain the Premises. Attached hereto as Exhibit E is a notice that is to be sent or delivered by Babylon Project LLC, Arredondo & Co., Westy or any manager of the Premises to the tenants of the Premises. As of the Commencement Date, Lessee may also send notices and/or letters to tenants of the Premises advising the tenants of Lessee’s interest in the Premises and that rents shall be sent to Lessee, and Lessee shall provide a draft of such letter to Lessor at least five (5) business days prior to the date that Lessee intends to send or deliver such letter to tenants of the Premises (which letter must be reasonably acceptable to Lessor).

3.7 Lessee shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for any liabilities or obligations of Lessor (or any person or entity comprising Lessor) of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, and Lessor shall remain solely responsible for, all liabilities and obligations of Lessor respecting the Premises, the Leases, the Permits, the Contracts, and Lessor’s telephone numbers, fax numbers and yellow page advertisements that (a) exist as of, or that accrued prior to, the Commencement Date, including but not limited to all utility charges and taxes (such as, without limitation, real property

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taxes, sales tax, excise taxes and use taxes) and (b) are not expressly assumed by Lessee hereunder (each an “Excluded Liability” and collectively the “Excluded Liabilities”). Lessee shall only be responsible for obligations first arising from and after the Commencement Date under any Permit, Contract or Lease that are expressly assigned to and expressly assumed by Lessee hereunder (“Assumed Obligations”). The Assumed Obligations shall not include any obligation or liability of Lessor (or any person or entity comprising Lessor or any predecessor Lessor) arising out of any breaches or defaults by Lessor (or any person or entity comprising Lessor) under any of the Permits, Contracts or Leases, or arising out of any obligation which Lessor (or any person or entity comprising Lessor or any predecessor of Lessor) were to have performed or discharged thereunder prior to the Commencement Date. Lessee shall indemnify and defend Lessor and shall hold Lessor harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of breaches by Lessee of Assumed Obligations which occur on or after the Commencement Date. Lessor shall indemnify and defend Lessee and shall hold Lessee harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of (A) breaches of obligations under the Permits, Contracts and Leases arising before the Commencement Date and (B) the Excluded Liabilities. The obligations in this Section 3.7 shall survive the expiration of the Term or earlier termination of this Lease.

3.8 Upon the expiration of the Term or earlier termination of this Lease (a) Lessee shall quit and surrender the Premises to Lessor, broom clean, in good order and condition as required by the Lease, (b) Lessee shall remove from the Premises all of Lessee’s personal property and (c) all Permits, Contracts (that were assumed by Lessee) and Leases shall automatically be deemed to have been reassigned by Lessee to Lessor, and assumed by Lessor, without any further action (provided that Lessee at Lessor’s request shall deliver a written confirmation of such reassignment to Lessor).

3.9 Until the Commencement Date, Lessor shall use good faith commercially reasonable efforts to (and if Lessor is not the owner of the Premises, Lessor shall request such owner and any manager to) continue to operate the Premises as a self storage facility in the ordinary course of commercially reasonable business consistent with past practice. It shall be a condition precedent to the occurrence of the Commencement Date (which condition precedent may be waived by Lessee, and only by Lessee) that subsequent to the expiration of the Inspection Period neither Lessor nor any of the persons or entities comprising Lessor shall (and Lessor shall request that the current owner and manager of the Premises not) to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion (a) enter into any new leases, rental agreements or occupancy agreements affecting the Premises (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (b) sell, or enter into any leases affecting, any of the personal property at the Premises, (c) terminate or modify any Leases (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (d) enter into any one (1) or more power purchase agreements, energy contracts or similar agreements (collectively “Power Purchase Agreements”), (e) enter into any new service contracts that cannot be terminated on 30 days or less notice without penalty or premium, (f) modify or terminate any Permits or Contracts assumed by Lessee, (g) apply for any variance, certificate, permit, approval, or a change of the present zoning classification of the Premises or

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(h) create, permit or allow any encumbrance on the Premises (the term “encumbrance” shall include, without limitation, any lien, claim, option, right of first refusal, right of first offer, encroachment, right-of-way, easement, covenant, condition, restriction, mortgage, deed of trust, assignment of rents, judgment or mechanic’s lien). If Lessor (or any person or entity comprising Lessor) becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the expiration of the Inspection Period, Lessor shall provide prompt written notice to Lessee (“Lessor’s Notice”). If Lessee becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the Commencement Date via Lessor’s Notice or otherwise, Lessee may terminate this Lease on written notice to Lessor by the later of (i) the end of the Inspection Period or (ii) five (5) business days following either Lessee’s receipt of Lessor’s Notice or Lessee’s becoming aware of any one (1) or more of the aforementioned (a) through (h) events. In the event that between the expiration of the Inspection Period and the Commencement Date, the Premises are not operated as a self storage facility, in the ordinary course of commercially reasonable business consistent with past practice in accordance with this Section 3.9, or in the event that any one (1) or more of subsections (a) through (h) in this Section 3.9 occurs to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion, Lessee may terminate this Lease on written notice to Lessor on or prior to the Commencement Date, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorney’s fees) as its sole and exclusive remedy.

3.10 Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, neither the Premises (nor any portion thereof) may be listed or offered for sale or lease by Lessor (or any person or entity comprising Lessor, or any agent of any of them), nor may any third party offer involving all or any portion of the Premises be sought or solicited by Lessor (or any person or entity comprising Lessor, or any agent of any of them), until after the expiration of the Option Period (provided that Lessee has not exercised the Purchase Option). Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, until the Option Period expires (provided that Lessee has not exercised the Purchase Option), neither Lessor nor any person or entity comprising Lessor, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease (except as expressly provided herein), agreement, offer or contract respecting the Premises. If Lessee exercises the Purchase Option and pending closing thereunder, neither Lessor nor any person or entity comprising Lessor shall undertake any one (1) or more of the actions described in this Section 3.10.

3.11 Lessee has no right to extend the Term of this Lease.

3.12 In the event Lessee remains in the Premises beyond the expiration of the Term, or beyond an earlier termination of this Lease, such holding over shall not constitute a renewal of this Lease or an extension of the Term and Lessee will pay Lessor for each month and for each portion of any month during which Lessee holds over in the Premises after expiration or sooner termination of the Term of this Lease a sum equal to two (2) times the Rent and additional rent which was payable during the last month of this Lease. The aforesaid obligations shall survive the expiration or sooner termination of the Term of this Lease.

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4. RENTAL

In consideration of the Premises and the Purchase Option (as hereinafter defined), Lessee covenants and agrees to pay to Lessor, without demand, set-off or deduction whatsoever, annual rent in the amount of $1,282,500 to be paid monthly in the amount of $106,875 per month (“Rent”) beginning on the Commencement Date. Beginning January 1, 2015, Rent shall increase by four percent (4%) per year, calculated on a cumulative and compounded basis. Rent shall be payable in advance on or before the first day of each month, from the Commencement Date through the end of the Term. Rent payments shall be sent to, and shall be made payable to, Arredondo Holdings, 35 Field Point Circle, Greenwich, Connecticut 06830. At the request of Lessor, Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Lessor. The Rent payable hereunder shall be in addition to all other payments to be made by Lessee as hereinafter provided.

5. OPTION TO PURCHASE/DUE DILIGENCE/CONTINGENCIES

5.1 Provided Lessee is not in default beyond expiration of any applicable grace, notice and cure periods, Lessee shall have the exclusive option from and after November 2, 2014 through June 2, 2016 (“Option Period”) to elect to purchase the Premises and the personal property therein (“Purchase Option”), in Lessee’s sole discretion, at and for a purchase price equal to $25,650,000. Lessee may exercise the Purchase Option by providing written notice to Lessor on or before June 2, 2016 but in no event sooner than November 2, 2014. In the event that Lessee exercises the Purchase Option (a) the closing shall occur on or about ninety (90) days following the date of Lessee’s exercise of the Purchase Option; provided, however, that the closing shall occur no earlier than February 2, 2015 and (b) the terms of purchase and sale set forth in attached Exhibit “B” shall automatically govern and be binding upon Lessor and Lessee (“Purchase Agreement”). In the event that Lessee exercises the Purchase Option, this Lease will be deemed to have expired on the date that Lessee acquires title to the Premises and the personal property therein, and all obligations under this Lease shall terminate except for those that expressly survive termination hereof and expiration of the Term. The Purchase Option shall run with the Premises, and shall bind all successors, assigns, heirs, distributees, executors, administrators, personal representatives, trustees, beneficiaries, grantees, mortgagees and transferees of Lessor. If prior to or after the exercise of the Purchase Option by Lessee, for any reason (including without limitation the acts or omissions Lessor, parties claiming by or through Lessor and/or the current owner or current manager of the Premises but excluding acts or omissions of Lessee) the Purchase Option is or becomes unenforceable, or if the Purchase Option is deemed to be inferior in priority to any subsequent holder of an interest in the Premises or any part thereof (such as any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises) or if any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises (or any part thereof) are not fully bound by the Purchase Option (for example, if the unenforceability, subordination, extinguishment, potential extinguishment or non-binding nature of the Purchase Option arose out of any sale, conveyance, lease, transfer or mortgage of all or any part of the Premises), Lessee may specifically enforce its right to exercise the Purchase Option and its right to compel and specifically enforce the transfer and conveyance of the

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Premises and personal property to Lessee; provided, however, if either or both of the aforementioned specific performance remedies are not enforceable or are otherwise unavailable to Lessee, Lessee may terminate this Lease by providing written notice to Lessor. Nothing in this Section 5.1 (or elsewhere in this Lease) shall be construed to be a waiver by Lessee of any of Lessee’s rights or remedies with respect to the Purchase Option, in law or equity, and Lessee fully reserves all of its rights and remedies; provided, however, Lessee may only sue Lessor for damages if Lessor made the remedy of specific performance unavailable by Lessor’s act or acts.

5.2 Beginning upon the date of full execution and delivery hereof, Lessee shall have until 11:59 p.m. Eastern Time on September 16, 2013 (“Inspection Period”) within which to conduct at its sole cost and expense due diligence investigations, inspections and reviews of the Premises, the scope of which Lessee shall determine. On prior notice to Lessor, Lessee shall be allowed to enter and access the Premises and, subject to the provisions of this Lease, the right to review all due diligence information described herein even if Lessor does not own the Premises or the due diligence information; and Lessor hereby agrees to indemnify, defend and hold Lessee harmless from and against any and all claims by the current owner and/or current manager, including damages, liabilities, losses and expenses (including attorney’s fees) arising out of Lessee’s entry upon the Premises and review of the due diligence materials. In regard to Lessee’s surveyors having access to the Premises, Lessee will instruct the surveyors to contact Lessor’s counsel and/or Carlos A. Arredondo for purposes of accessing the Premises, and such access shall not be delayed. The effectiveness of this Lease is contingent upon Lessee satisfying itself (in Lessee’s sole and absolute discretion) that the Premises are acceptable to Lessee, including (without limitation) that all of the information (including financial information) received by Lessee respecting the Premises is acceptable to Lessee. Lessee may inspect the Premises to conduct its due diligence review. On prior notice to Lessor, Lessee and its agents, contractors and employees shall have access to the Premises (and all records and other information related to the Premises as set forth on Exhibit C shall be made available to, or shall be provided to, Lessee by Lessor). The examinations shall be conducted during business hours, from time to time, and subject to the rights of tenants, and shall not under any circumstances compromise or affect the structural integrity of the Premises. Lessee may have the Premises surveyed without Lessor’s prior approval. Lessee must obtain Lessor’s prior written approval of the scope and method of any physically intrusive environmental inspection, testing or investigation of the Premises (other than a Phase I environmental inspection which Lessee may obtain in its sole discretion) including, without limitation, any inspection which would involve taking subsurface borings or related investigations, and any inspection which would alter the physical condition of the Premises. Lessor and its representatives, agents, and/or contractors shall have the right to be present during any testing, investigation, or inspection of the Premises. In no event shall Lessee or any of its agents, representatives or independent contractors contact any tenant at the Premises, any governmental agencies having jurisdiction over the Premises (except for a status of notices of violations, if any, and a confirmation of the zoning status of the Premises by Lessee and/or through a zoning report Lessee may order from Bock & Clark, and the existence of the certificates of occupancy or their equivalent), or Lessor’s vendors directly without Lessor’s prior written approval. Lessor shall provide to Lessee the information on Exhibit “C” attached hereto (in Lessee’s Buffalo, New York office Attention: Sandra L. Herberger), electronically or by hard copy within one (1) business day after receipt of the same from the current owner, which information Lessor shall seek and demand as soon as Lessor has the right to do so.

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5.3 Lessor shall provide reasonable cooperation with respect to Lessee’s investigations, inspections and reviews hereunder. If the Premises (or any investigation, inspection or review conducted by Lessee hereunder) is unsatisfactory to Lessee, in Lessee’s sole and absolute discretion, Lessee may (for any reason or no reason) terminate this Lease by providing written notice to Lessor prior to the end of the Inspection Period, TIME BEING OF THE ESSENCE. Lessor’s failure to deliver to Lessee any of the above items within the period provided shall not result in the extension of the Inspection Period, and Lessee’s sole remedy therefor shall be Lessee’s right to terminate this Lease by delivering written notice thereof to Lessor on or prior to the expiration of the Inspection Period. All information provided by Lessor to Lessee or obtained by Lessee relating to the Premises in the course of Lessee’s review, including, without limitation, any environmental assessment or audit, if any (collectively, the “Reports”) shall be treated as confidential information by Lessee and Lessee shall instruct all of its employees, agents, representatives, and contractors (collectively, “Lessee Representatives”) as to the confidentiality of all such information. Unless and until Lessee acquires title to the Premises, Lessee shall maintain the confidentiality of such information, and shall require Lessee Representatives not to disclose any such information to any other party. Lessor shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief in the event of any such breach or threatened breach. Notwithstanding the foregoing, the confidentiality requirement set forth above shall not apply to (a) information already in the public domain, (b) information already disclosed to others as non-confidential by Lessor, the current owner of the Premises, the current manager of the Premises or any agent or employee of any of them or (c) information that must be disclosed pursuant to applicable law, order or governmental demand. Lessee may share all information and Reports with its attorneys, brokers, insurers, title insurers, surveyors, accountants, lenders and other consultants provided Lessee informs them of the confidential nature of this information.

5.4 Lessee’s obligations hereunder are subject to, contingent upon and conditioned upon (i) Lessee receiving financial assistance through payment-in-lieu-of tax agreements (“PILOT”) and related documentation acceptable to Lessee, in Lessee’s sole discretion, as evidenced by a final inducement resolution from the Suffolk County Industrial Development Agency or the Town of Babylon Industrial Development Agency (either or both the “IDA”), (ii) the approval of this Lease and the transactions described herein by the Board of Directors of Lessee’s corporate general partner, and (iii) the agreement of IDA, Lessor and Lessee as to form and substance of the documents and instruments to be executed and delivered by Lessor in connection with the financial assistance from IDA to Lessee (the “IDA Documents”); provided however, (x) Lessor and/or Lessee will execute IDA Documents that are reflective of Lessee’s option to purchase the Premises prior to September 2, 2016 (as set forth in Section 5.1 above), (y) Lessor and/or Lessee will not execute any IDA related documents that after September 2, 2016 will (a) transfer Lessor’s title to the IDA or (b) encumber Lessor’s title to the Premises in such a way that would negatively affect the marketability of title to the Premises other than a sublease and sub-sublease arrangements with the IDA and Lessor will consider in good faith an execution and delivery of a mortgage securing the PILOT payments which is the equivalent of a lien for unpaid real property taxes, and any customary amendments in connection with the transfer of title to Lessee in the event that Lessee exercises and closes on the Purchase Option (all of which IDA documentation will be reviewed and agreed upon in good faith by Lessor, Lessee and the IDA during the Inspection Period) and (z) should Lessee terminate the Lease for any reason or the Lease is otherwise terminated (other than in connection with the closing under the Purchase Option), any

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responsibility by the Lessor or the Premises to the IDA must be simultaneously extinguished by the Lessee (with such obligation to survive the aforementioned termination of the Lease). The aforementioned contingencies are for the exclusive benefit of Lessee, and if they are not satisfied Lessee may terminate this Lease by providing written notice to Lessor prior to the end of the Inspection Period, TIME BEING OF THE ESSENCE, and if Lessee fails to do so all of the contingencies with respect to the PILOT, the IDA and, except as provided in the following sentence, Lessor’s obligation to execute any documents and instruments in connection therewith shall be deemed waived by Lessee and all references to the PILOT and the IDA in this Lease shall be deemed deleted. Notwithstanding the provisions of the preceding sentence, Lessor agrees at Lessee’s request to execute those IDA Documents that have been previously approved by Lessor in accordance with this paragraph. Lessor shall reasonably cooperate with Lessee, and shall furnish Lessee with all information and materials reasonably requested by Lessee to the extent in Lessor’s possession, including information and materials as may be required by Lessee’s auditors and/or in connection with (a) requirements of the Securities and Exchange Commission and any public filing required, applicable to Lessee and/or its affiliates and (b) Lessee’s seeking of financial assistance from the IDA. Lessee shall pay all fees in connection with the financial assistance sought by Lessee from the IDA as described above. Subject to the confidentiality provisions set forth in this Lease which do not prohibit disclosure to the IDA or its counsel or other advisors, Lessee may make, any disclosures required or appropriate in connection with all of the foregoing.

5.5 Lessor intends to acquire the Premises from Babylon Project LLC on or before the Commencement Date. Lessee’s obligations under this Lease are expressly subject to, conditioned upon and contingent upon (a) Lessor (and only Lessor) acquiring and holding insurable fee simple title to the Premises as of the Commencement Date; (b) Lessor’s acquisition of the Premises and the personal property therein having been duly authorized by the entity that conveyed the same to Lessor; (c) Lessor furnishing Lessee by the Commencement Date with all necessary approvals, consents and resolutions of the trustees of each trust entity comprising Lessor authorizing the transactions contemplated hereby; (d) Lessor furnishing Lessee with a Non-Disturbance Agreement (as hereinafter defined) by the Commencement Date from all parties holding a Mortgage (as hereinafter defined) encumbering the Premises; (e) all management agreements affecting the Premises having been terminated prior to the Commencement Date; (f) Lessor having cured by the Commencement Date all title objections raised by Lessee that Lessor agrees to cure pursuant to Section 8 hereof, and there having been no change in the status of title to the Premises between the date that Lessee approves of the status of title (if at all) pursuant and subject to Section 8 hereof and the Commencement Date; (g) Lessor having delivered to Lessee the Non-Competition Agreement (as hereinafter defined), the Settlement Statement (as hereinafter defined) with adjustments as of the Commencement Date once prepared and delivered by Lessee’s title insurer and approved by Lessor and Lessee, and the Memorandum of Lease (as hereinafter defined) along with the T.P. 584 and T.P. 584.1 forms and, to the extent required by the IDA, the IDA Documents, all of the foregoing no later than the Commencement Date, (h) following an update of the status of title through the Commencement Date, Lessee having obtained a leasehold title insurance policy, and the IDA having obtained a leasehold title insurance policy and a mortgage title insurance policy insuring the mortgage encumbering the Premises securing the PILOT obligations, all of such policies being effective and paid for by Lessee as of the Commencement Date without any additional liens, encumbrances or exceptions beyond what was disclosed in the initial commitments of title issued

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to Lessee and the IDA and (i) if the current owner and/or current manager of the Premises delivers to Lessor an updated rent roll, which Lessor shall promptly request from the current owner and current manager of the Premises, Lessor having delivered to Lessee a rent roll certificate, attached to which is a current rent roll, pursuant to which Lessor certifies to Lessee, to Lessor’s knowledge, that the rent roll is accurate and that there are no other tenants at the Premises except those set forth on such rent roll, and a certificate certifying that all of the representations and warranties of Lessor under this Lease are true and correct in all material respects on and as of the Commencement Date except as modified hereby. The aforementioned contingencies are for the exclusive benefit of Lessee, and may be waived by Lessee only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by Lessee in writing (it being understood that subsection (a) of this Section 5.5 respecting Lessor’s ownership of the Premises cannot be waived), Lessee may terminate this Lease by providing written notice to Lessor no later than three (3) business days after the Commencement Date but prior to occupancy of the Premises by Lessee, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

5.6 In the event that Lessee obtains the financial assistance from the IDA described in Section 5.4 hereof, Lessor shall be obligated to execute and deliver the IDA Documents only in form and substance previously agreed to by Lessor, Lessee and IDA.

5.7 It is the parties’ understanding that Lessor intends to acquire the Premises no later than November 1, 2013, and that the Commencement Date will be November 1, 2013. The Commencement Date shall be adjusted to the date that Lessor acquires the Premises if such acquisition occurs after November 1, 2013; provided, however, if Lessor has not acquired fee title to, and has not delivered possession of the Premises to Lessee by, January 31, 2014, Lessee may terminate this Lease on written notice to Lessor, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees). If Lessor shall be unable to deliver possession of the Premises on the date anticipated for the commencement of the Term hereof (i.e. November 1, 2013) because Lessor through no fault of Lessee has not acquired fee title to the Premises, Lessor shall not be subject to any liability, nor shall the validity of this Lease nor the obligations of Lessor or Lessee hereunder be thereby affected, but the rent payable hereunder shall be abated and the Commencement Date extended to the date that Lessor has acquired title to the Premises and given Lessee possession thereof. If by reason of such delay, the Term of this Lease shall commence subsequent to such anticipated Commencement Date of November 1, 2013, the Term of this Lease shall not be deemed extended for the same period and shall expire on December 31, 2028. Notwithstanding the foregoing, and for purposes of avoiding any ambiguity, Lessee may terminate this Lease upon written notice to Lessor in the event that Lessor has not acquired fee title to, and has not delivered Lessee possession of, the Premises by January 31, 2014, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

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5.8 It is clearly understood that this Lease is completely net on the part of Lessor with no right of offset on the part of Lessee. It is agreed that all costs, expenses and charges of every kind and nature whatsoever relating to the Premises which first may arise or first become due during the Term of this Lease including, without limitation, those relating to the maintenance, preservation, care, repair, replacement and operation of the Premises (including, without limitation, all costs, expenses and charges for water, sewer, natural gas, electricity, telephone and any other utility used upon or furnished to the Premises) shall be paid and/or performed by Lessee, at Lessee’s sole cost and expense, provided that Lessee shall have no obligation to make any capital repairs or replacements to the buildings, improvements or mechanical systems located at or on the Premises prior to the Commencement Date. All taxes, charges, costs and expenses which Lessee is obligated to pay under any provisions of this Lease together with all interest and penalties that may accrue thereon in the event of Lessee’s failure to pay the same as herein provided, all other costs and expenses for which Lessee is responsible hereunder, which Lessor may suffer or incur, and any and all other sums which may become due, by reason of any default of Lessee or failure on Lessee’s part to comply with the agreements, terms, covenants and conditions of this Lease on Lessee’s part to be performed, and each or any of them, shall be deemed to be additional rent and, in the event of non-payment, Lessor shall have the rights and remedies provided herein in the case of non-payment of Rent.

5.9 In the event that Lessor sells, transfers or conveys the Premises or any portion thereof to a person or entity that is not approved by the IDA (to the extent that such approval is required) and such sale, conveyance or transfer by Lessor invalidates the IDA Documents or causes the loss of any financial assistance represented thereby, including but not limited to any IDA lease, sublease, subsublease or PILOT agreement, then Lessee may terminate this Lease on written notice to Lessor.

5.10 Lessee may not terminate this Lease under any circumstances without also simultaneously terminating the other three (3) leases referred to in Section 1.2 hereof, and any termination of this Lease by Lessee shall be deemed to be a termination of the other three (3) leases. Lessee may exercise the Purchase Option only if it also exercises the purchase options under the other three (3) leases referred to in Section 1.2 hereof, and the closings of the sales of all four (4) transactions shall occur simultaneously.

6. LESSOR’S WARRANTIES, REPRESENTATIONS AND COVENANTS

6.1 Lessor warrants, represents and covenants to Lessee as follows as of the Commencement Date:

(a) To Lessor’s knowledge, no portion of the Premises is in violation of (i) any law, statute, ordinance, rule, code, regulation or order (including but not limited to zoning ordinances, building codes, Americans with Disabilities Act, or similar state or local law, or Environmental Laws, as hereinafter defined) or (ii) any covenant, easement, right of way or restriction affecting all or any portion of the Premises, which would have a material adverse effect on the operation of the Premises as a self storage facility.

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(b) No person or entity comprising Lessor has received any written notice of, nor is there pending, any condemnation proceeding (or transfer in lieu thereof) or foreclosure proceeding (or transfer in lieu thereof) affecting the Premises or any part thereof.

(c) Other than with respect to payment of interest on security deposits, no person or entity comprising Lessor has received any written notice of, nor is there pending, any litigation, claim, action or proceeding against Lessor or any person or entity comprising Lessor, or involving the Premises or any Lease, Contract or Permit, which would have a material adverse effect on the operation of the Premises as a self storage facility.

(d) To Lessor’s knowledge, no Hazardous Materials (as hereinafter defined) are present at, in, on or under the Premises, or any part thereof. No person or entity comprising Lessor has received any notice of or information reflecting any violation of Environmental Laws related to the Premises (or any portion thereof) or the presence or release of Hazardous Materials on or from the Premises (or any portion thereof). No clean up, investigation, remediation, administrative order, consent order, agreement or settlement is in existence with respect to the Premises or any part thereof nor, to the knowledge of Lessor, is any such investigation, remediation, administrative order, consent order, agreement or settlement threatened, planned or anticipated. No person or entity comprising Lessor has engaged in or permitted any release, spill, generation, disposal, storage or handling of any Hazardous Materials on the Premises, or any part thereof. There are no underground storage tanks located on, in or under the Premises. Lessor will give immediate oral and written notice to Lessee of Lessor’s receipt of any notice involving a violation, threat of violation or suspected violation of any one (1) or more Environmental Laws. Lessor has no knowledge of any tenant or occupant at the Premises who may be storing, releasing or generating any Hazardous Materials.

(e) To Lessor’s knowledge, the entity from whom Lessor will acquire title to the Premises is a properly formed entity, in good standing in the State of its formation and the State in which the Premises are located and was duly authorized to convey the Premises to Lessor. Each trust entity comprising Lessor is duly organized, validly existing and in good standing under the laws of the State of its formation and the State in which the Premises are located. Each trust entity comprising Lessor has full power and authority to own, operate and lease the Premises.

(f) Lessor has the full power and authority to enter into this Lease and to perform Lessor’s obligations hereunder. This Lease constitutes and contains legal, valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms.

(g) The financial information given to Lessee by Lessor or any agent of Lessor concerning the Premises and its operation to Lessor’s knowledge is true and correct in all material respects, and fairly represents the stated revenues and operating expenses of and for the Premises.

(h) There are no leases, tenancies or occupancies affecting the Premises except the Leases, all of which have or shall be made available to Lessee for review. All of the Leases are self storage leases, and to Lessor’s knowledge are in full force and effect, have not been terminated, modified or assigned, and have been fully complied with by the landlords and tenants

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thereunder. There are no commercial leases (such as billboard, retail, cell tower, communications, or office) or residential leases affecting the Premises. There is no person residing on any part of the Premises.

(i) Except with respect to self storage Leases in the ordinary course of commercially reasonable business and consistent with past practice, no tenant is entitled to any alterations, installations, decorations or other similar work (not yet performed) for consideration (not yet given) in connection with its tenancy.

(j) None of the persons or entities comprising Lessor is a foreign person or entity under the Foreign Investment Real Property Tax Act (“FIRPTA”).

(k) Each person and entity comprising Lessor is solvent, and the consummation of the transaction contemplated hereby will not render any person or entity comprising Lessor insolvent. No person or entity comprising Lessor is involved in, nor are they contemplating, any bankruptcy, reorganization or insolvency proceedings. The Rent constitutes fair consideration, and was negotiated in good faith pursuant to arms-length negotiation.

(l) Neither this Lease nor to Lessor’s knowledge any other document furnished by or on behalf of Lessor in connection with this Lease contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

(m) To Lessor’ knowledge, there are no latent defects affecting the Premises. All buildings and improvements on the Premises are structurally sound (including all roofs and foundations) and all mechanical systems serving the Premises such as the heating, ventilating, air conditioning, plumbing, electrical, security, climate control, sprinkler, lighting, sewer (storm and sanitary) and drainage systems, are in good working order and comply with applicable laws, statutes, codes, ordinances, rules and regulations. To Lessor’s knowledge, there is no termite (or other insect) infestation of any kind at the Premises or any portion thereof. There are no pending or, to the knowledge of Lessor, contemplated, planned, anticipated or threatened, any tax assessment (other than normal property tax assessments), special assessment or, except as disclosed to Lessee, reduction proceedings related to the Premises or any part thereof. Any refunds that are applicable to the time period prior to the Commencement Date shall belong to Lessor, and shall be returned to Lessor if credited to Lessee on future tax bills or received by Lessee from the tax authorities.

(n) The execution, delivery and performance of this Lease by Lessor comply with the trust agreements and instruments of those trusts comprising Lessor, and have been duly authorized by the trustees of such trusts.

(o) All Permits, Leases and Contracts are valid, binding and in full force and effect, and none of the entities comprising Lessor is in breach thereunder. There are no oral Leases. Copies of all of the Contracts have been delivered to Lessee. All Contracts are in writing.

(p) To Lessor’s knowledge, there are no notices of outstanding requirements or recommendations with respect to the Premises from (a) any insurance company which issued a policy pertaining to the Premises or (b) any board of fire underwriters or other body exercising

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similar functions. Prior to Commencement Date, Lessor carries the following insurance: property/casualty, and liability (including contractual liability). Lessor has given due and timely notice of any claim and of any occurrence known to Lessor which may give rise to a claim affecting the Premises, and has otherwise complied in all respects with the provisions of such policies.

(q) The current record owner of the Premises and personal property therein is Babylon Project LLC. Lessor has entered into a binding agreement to acquire the Premises and personal property therein from Babylon Project LLC which is scheduled to close on November 1, 2013. Lessor shall fully comply with the terms of such agreement and, to the extent that Lessor has the right to do so, Lessor shall specifically enforce its rights to acquire the Premises under such agreement. Pursuant to such agreement, Babylon Project LLC has no right to list the Premises for sale or solicit other offers for the Premises, and cannot enter into any agreement to sell or lease the Premises to any other party, person or entity other than Lessor. To Lessor’s knowledge, no third party has any agreement, contract, memorandum of understanding, option, right of first refusal, letter of intent, or other right to acquire or lease any part of or any interest in the Premises or any part thereof.

(r) The Premises are assessed as a separate and single tax lot; the Premises are not a part of a larger tax lot. No portion of the Premises is partially or fully exempt from real property taxation. There are no roll back taxes, assessments (other than normal property tax assessments), special assessments or respreads due on the Premises or any part thereof.

(s) Lessor and its predecessor in title have timely paid in full any and all sales, excise, employment and/or use taxes due in connection with the purchase and/or sale of goods or services, the sale of inventory and/or merchandise, the rental of storage units and/or the leasing of outdoor parking spaces for storage or parking of vehicles prior to the Commencement Date.

(t) To Lessor’s knowledge, the Premises comply in all material respects with all easements, rights of way, covenants and restrictions affecting the Premises. To Lessor’s knowledge, the Premises have vehicular and pedestrian access to a publicly dedicated road via existing, permitted curb cuts. To Lessor’s knowledge, no portion of the Premises is a local, state or federal historic landmark, and no portion of the Premises, to the knowledge of Lessor, is archeologically significant. To Lessor’s knowledge, there is no cemetery or burial ground on or under the Premises. To Lessor’s knowledge, there are no oil and/or gas leases, or other similar mineral leases, affecting the Premises or any part thereof, and no third party has any surface rights on or over the Premises or any part thereof in relation to oil, gas or mineral rights. The Premises are served by public water and public sanitary sewers; there are no septic systems or private wells. To Lessor’s knowledge, all requisite variances, permits, certificates, licenses and approvals necessary to own, use and operate the Premises for self storage purposes have been obtained and are in effect.

(u) The Purchase Option is enforceable against Lessor subject to Lessor’s acquisition of title to the Premises, and has priority over and is binding upon any subsequent grantee, lessee, mortgagee and any other party obtaining an interest in the Premises or any part thereof subsequent to this Lease. Any and all mortgage indebtedness affecting the Premises may be and shall be satisfied, terminated, discharged and defeased by Lessor at closing of title in the event that Lessee exercises the Purchase Option.

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(v) Prior to Commencement Date and subject to apportionment provided in this Lease, to the extent due and payable all real property taxes, assessments, sewer charges, water bills and utility charges affecting the Premises have been paid in full or will be paid in full, and will be current.

(w) To Lessor’s knowledge, there are no Power Purchase Agreements affecting the Premises.

(x) None of the persons or entities comprising Lessor is (i) identified on the OFAC List (as hereinafter defined) or (ii) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States. The term “OFAC List” shall mean the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any law, rule, regulation or Executive Order of the President of the United States, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States.

(y) There are no liens, encumbrances, easements, rights of way, covenants, restrictions or agreements that could or would prevent, extinguish or interfere with Lessee’s leasehold interest in the Premises or Lessee’s use and/or occupancy of the Premises.

(z) All utilities necessary for Lessee to operate a self storage facility at the Premises are available at the Premises, including gas, electricity, water, telephone and cable.

(aa) The use of the Premises by Lessee for self storage purposes is permitted as of right under the zoning ordinance affecting the Premises.

(bb) Lessor never had, does not currently have, and shall not have, any employees with respect to the Premises.

6.2 In the event that Lessor (or any entity comprising Lessor) learns that any of the representations and warranties contained in or referred to in this Agreement is or will become inaccurate, Lessor shall give prompt detailed written notice thereto to Lessee.

6.3 The word “Lessor’s knowledge” in this Lease shall mean the knowledge of Carlos A. Arredondo.

6.4 Any due diligence review, audit (such as an environmental audit of the Premises) or other investigation or inquiry undertaken or performed by or on behalf of Lessee to the extent of knowledge of Lessee shall limit, qualify, modify, and amend the representations and warranties of Lessor made or undertaken pursuant to this Lease to the extent necessary to eliminate any inconsistency and to conform such representations and warranties to the findings. The

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representations and warranties set forth herein shall be true and correct in all material respects as of the Commencement Date, as deemed modified by this Section 6.4, shall survive the Commencement Date for a period of ninety (90) days, and those pertaining to the status and authority of Lessor shall be reaffirmed by Lessor in the event that Lessee exercises the Purchase Option in accordance with attached Exhibit “B”. In the event subsequent to the Commencement Date, Lessee first becomes aware that any representation or warranty of Lessor herein is or became untrue or materially inaccurate after the expiration of the Inspection Period and has a material adverse effect on the Premises and the operations thereof as a self-storage facility, Lessee may not terminate this Lease but may sue Lessor for damages; provided, however, that Lessee may only exercise its remedies under this Section 6.4 if Lessee did not know of the material inaccuracy or untruth of any of Lessor’s representations or warranties prior to the Commencement Date and did not terminate this Lease prior to the Commencement Date, and further provided that any action for damages is commenced within the aforementioned ninety (90) days survival period.

7. TAXES, CHARGES, UTILITIES, ASSESSMENTS, ADJUSTMENTS

7.1 From the Commencement Date and during the Term of this Lease, Lessee shall be responsible for timely payment prior to the last day that same is due without any penalty or interest of any and all real estate taxes or their equivalent and payments in lieu of taxes affecting the Premises directly to the taxing authority and/or the IDA. Upon Lessor’s request, Lessee shall provide Lessor with proof of payment of same. If Lessor should receive any bills or invoices for real estate taxes or payments in lieu of taxes, Lessor shall immediately deliver same to Lessee.

7.2 From and after the Commencement Date and during the Term, Lessee shall be responsible for timely payment of all charges for electricity, heat, water, gas and any other utilities related to possession and occupancy of the Premises directly to the utility providers. The parties shall cooperate in order to effectuate an uninterrupted transfer of utility services to Lessee as of the Commencement Date, provided that no Power Purchase Agreements shall be transferred to Lessee without Lessee’s express prior written consent. All costs for utility services arising after the Commencement Date shall be the responsibility of Lessee. All costs for utility services arising prior to the Commencement Date shall be the responsibility of Lessor.

7.3 Lessor shall pay as and when due all sales tax, excise tax, use tax, employment tax and any other tax which Lessor and Lessor’s predecessor in title should have been collecting and remitting pursuant to law through the Commencement Date, including but not limited to such taxes due in connection with (a) the sale of inventory, merchandise and goods such as boxes and locks, (b) the furnishing of services, (c) the leasing of self storage units and collection of rent thereon and (d) the leasing of parking spaces and collection of rent thereon (all of the foregoing collectively “Sales Tax”). To the extent such information is in Lessor’s possession or is otherwise available to Lessor upon request therefor, Lessor shall furnish Lessee with proof of payment of Sales Tax before the end of the Inspection Period. Lessor hereby indemnifies, defends and holds Lessee harmless from and against, and Lessor shall reimburse Lessee for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessor and/or Lessor’s predecessor in title (including the current owner and current manager of the Premises) to pay any and all Sales Tax due and payable for the period of time prior to the Commencement Date. This

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indemnification obligation shall survive the expiration of the Term, or earlier termination of this Lease as well as the closing of Lessee’s acquisition of the Premises in the event that Lessee exercises the Purchase Option.

7.4 The following are to be adjusted and apportioned as of the Commencement Date by Lessor’s outside accountant, Peter Formanek, CPA, which adjustments and prorations are subject to Lessor’s and Lessee’s approval, and shall be included in a settlement statement prepared by Lessee’s title insurer reflecting such adjustments and prorations (“Settlement Statement”) for execution by Lessor and Lessee: All non-delinquent rental payments, non-delinquent real property taxes and assessments and sewer charges. There shall be no adjustment or apportionment for yellow pages, signs, billboards or other advertising involving Westy Self Storage. Lessee shall receive a credit of $16,000 with respect to miscellaneous items of personal property. Upon request, Lessor, to the extent in Lessor’s possession, shall submit to Lessee receipts evidencing the payment of taxes, assessments, utility charges, water charges, sewer charges and other charges through the Commencement Date. Lessor will obtain meter readings on or about the Commencement Date for utilities, and shall pay the bills when due; provided, however, that any unpaid utilities that constitute liens on the Premises shall be paid by Lessor at or prior to the Commencement Date. Lessee will be given a credit on the Commencement Date for all security deposits and prepaid rents under the Leases which have been paid as of the Commencement Date, however, to the extent that any security deposits have been returned to tenants, Lessee shall not receive a credit therefor so long as Lessor furnishes Lessee with proof that such tenants received all such refunded security deposits. Any rental payments which have come due, but are not paid, by the Commencement Date shall belong to Lessee and may be collected by Lessee from the tenants after the Commencement Date. Lessor shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the Commencement Date. All such delinquent rents collected by Lessee after the Commencement Date may be retained by Lessee. Neither Lessor nor any of the persons or entities comprising Lessor shall be entitled to a credit for delinquent rent, except that Lessor shall receive a credit at the Commencement Date in an amount equal to 50% of delinquent rents that are less than sixty (60) days past due as of the Commencement Date from tenants, and only those tenants, who are in arrears for not more than sixty (60) days as of the Commencement Date. Lessor shall not collect any rent or other sums after the Commencement Date, and any such rent or other sums received shall be promptly delivered to Lessee. All rental payments applicable to the Commencement Date shall belong to, and shall be adjusted in favor of, Lessee. During the Term, Lessee shall be obligated to pay for real property taxes and assessments applicable only to the period of time after the Commencement Date. Lessor shall be obligated to pay for real property taxes and assessments applicable only to the period of time prior to the Commencement Date. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. There shall be a readjustment and “true up” after the Commencement Date if necessary to effectuate the requirements of this Section 7.4. This Section 7.4 shall survive the termination of this Lease.

7.5 Lessor shall pay when due any and all state and local transfer taxes, grantor’s tax, deed stamps and similar taxes in connection with this Lease.

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7.6 Upon the Commencement Date, Lessor shall turn over to Lessee, all keys, security deposits, if any, unless credited to Lessee. Lessee may notify each and every tenant in writing that each tenant must attorn to Lessee and forthwith deliver all rent to Lessee. Lessor shall cooperate if requested by Lessee, including the furnishing and/or posting of written notices to tenants, as requested by Lessee.

8. TITLE

Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period (“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, Lessor shall be deemed to have elected not to cure any of Lessee’s title objections. If Lessor elects in the Title Response not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Title Response. If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not terminate this Lease as provided in this Section 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Accepted Encumbrances” acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the closing of the sale of the

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Premises to Lessee, the title objections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the initial title commitment and initial survey, and are not cured by Lessor prior to the Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) the IDA Documents, (b) encumbrances caused by the acts or omissions of Lessee, (c) any title exceptions disclosed in Lessee’s title insurance commitment, or matters shown on the Survey, to which Lessee does not object, and (d) any Accepted Encumbrances.

9. NON-COMPETITION

Lessor shall deliver to Lessee on or before the Commencement Date a non-competition agreement for the benefit of Lessee, in the form attached hereto as Exhibit “D”, which shall be executed by the parties set forth therein (“Non-Competition Agreement”). The Non-Competition Agreement shall have a term of four (4) years commencing as of the Commencement Date, and shall prohibit competition within a 4-mile radius of the Premises. The parties agree that the Non-Competition Agreement is a material inducement to Lessee to enter into this Lease. The Non-Competition Agreement shall terminate in the event that Lessee terminates this Lease or if the Lease if otherwise terminated. The Non-Competition Agreement shall remain in full force and effect if the Lease remains in effect, and shall continue to remain in effect if Lessee exercises the Purchase Option and subsequently acquires title to the Premises.

10. LESSOR’S RIGHT TO PERFORM LESSEE’S COVENANTS

If Lessee fails to pay any real estate tax or utility charge due from Lessee in accordance with the provisions of this Lease, or if Lessee shall default in the observance or performance of any other term, covenant or condition in this Lease binding on Lessee, Lessor may, without thereby waiving such default by Lessee, remedy such default for the account of Lessee after first providing Lessee with written notice and a reasonable opportunity to cure any such non-payment and/or default. In the event Lessor makes any expenditures in connection therewith, such reasonable expenditures shall be promptly payable by Lessee to Lessor, together with interest thereon at the rate of five (5%) percent per annum above the Prime Rate announced from time to time by Citibank, N.A. or if Citibank is no longer in existence or no longer publishes its prime lending rate, then the prime lending rate of any successor bank to Citibank (the “Interest Rate”) from the date of the making of such expenditure by Lessor. In the event that twice in any calendar year Lessee shall have defaulted in the payment of Rent or additional rent, or any part of either, then any further default by Lessee within such calendar year shall permit Lessor to collect from Lessee, upon demand, in addition to any interest payable hereunder, a late charge equal to ten percent (10%) of the amount of Rent and additional rent so due as compensation to Lessor for the costs incurred by it as a result of such defaults, Lessor and Lessee acknowledging that the actual amount of such costs would be impossible to ascertain.

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11. ACCEPTANCE OF PREMISES “AS IS”

Subject to Lessee’s due diligence investigations and termination rights set forth herein, and subject to Lessor’s representations and warranties set forth herein, Lessee agrees to accept possession of the Premises in their “As Is, Where Is” condition.

12. IMPROVEMENTS

Lessee may not construct, or have constructed, any new buildings on the Premises, without Lessor’s prior written consent. Lessee may make decorative changes to the Premises which are non structural in nature and do not affect the electrical, mechanical or plumbing systems of the building costing less than $100,000 in the aggregate with respect to any one project, without first obtaining Lessor’s consent, but upon notice to Lessor and otherwise subject to the terms of this Lease. Lessee may make improvements, alterations and/or renovations to the Premises after first obtaining Lessor’s written consent, which consent shall not unreasonably be withheld, conditioned or delayed; provided, however, Lessor may not withhold consent if any such alteration, renovation or improvement does not materially adversely affect the lobby and otherwise enhances the self storage facility located on the Premises and does not diminish the value of the Premises.

13. MAINTENANCE OF PREMISES

13.1 Lessee shall, at its sole cost and expense, maintain the Premises in good order and condition, reasonable wear and tear excepted. After the expiration of the Option Period, if this Lease remains in effect and if Lessee has not exercised the Purchase Option, Lessee shall paint the concrete floors and corridors of the building on the Premises at such times as are necessary in Lessee’s commercially reasonable judgment and prior to the surrender of the Premises to Lessor at the end of the Term (as opposed to any earlier termination of this Lease, other than in connection with a default by Lessee hereunder, or following the exercise of the Purchase Option) with aquapon paint for concrete floors and enamel paint as existing on corridor panels.

13.2 At the expiration of the Term (except in connection with the closing pursuant to the Purchase Option), or upon any earlier termination of this Lease, Lessee shall surrender the Premises in good condition, reasonable wear and tear excepted. Before surrendering the Premises, Lessee shall (i) remove all of its signage, personalty and inventory from the Premises and otherwise comply with its obligations under Section 3.8 of the Lease, and to the extent that such signage, personalty and/or inventory has not been removed from the Premises Lessor may remove the same, (ii) transfer to Lessor the local telephone numbers and fax numbers currently used at and for the Premises, and cooperate with Lessor in order to effectuate an uninterrupted transfer of utility services to Lessor as of the surrender date, provided that no Power Purchase Agreements shall be transferred to Lessor without Lessor’s express prior written consent, (iii) remove all references to the Premises from any existing internet website of Lessee, (iv) continue to operate the Premises as a self-storage facility in the ordinary course of commercially reasonable business consistent with past practice and transfer to Lessor the customer lists and related information respecting the tenants of the Premises and (v) distribute to tenants a letter regarding a change of ownership as and when requested by Lessor. Lessee shall pay all Sales Taxes that Lessee should have been collecting and remitting pursuant to law from and after the

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Commencement Date through the Term or the earlier termination of this Lease and hereby indemnifies, defends and holds Lessor harmless from and against, and Lessee shall reimburse Lessor for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessee to pay such Sales Taxes. Lessee will turn over to Lessor all security deposits and prepaid rents under the Leases which have been paid as of the surrender date, however, to the extent that any security deposits have been returned to tenants, Lessor shall not receive a credit therefor so long as Lessee furnishes Lessor with proof that such tenants received all such refunded security deposits. Any rental payments which have come due, but are not paid, by the surrender date shall belong to Lessor and may be collected by Lessor from the tenants after the surrender date. Lessee shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the surrender date. All such delinquent rents collected by Lessor after the surrender date may be retained by Lessor. Lessee shall not collect any rent or other sums after the surrender date, and any such rent or other sums received shall be promptly delivered to Lessor. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. Provided Lessee is not in default on the surrender date, there shall be a readjustment and “true up” after the surrender date if necessary to effectuate the requirements of this Section 13.2. Lessee’s obligation to observe and perform Lessee’s covenants and obligations under Sections 13.1 and 13.2 shall survive the expiration of the Term or earlier termination of this Lease.

13.3 Lessee shall not commit any waste, damage or any injury to the Premises or any part thereof, and shall take all reasonable precautions and actions to prevent others from committing any of the foregoing.

13.4 During the Term, Lessor shall have the right to enter the Premises at all reasonable times during normal business hours to examine or inspect the same and to make any repairs to the Premises that Lessee failed to make in accordance with this Lease (after first giving Lessee written notice of such necessary repairs and a reasonable opportunity to make such repairs except in the event of emergency); provided, however, that any person or entity related to or affiliated with Lessor who leases a unit may enter such unit in accordance with the terms of its unit lease agreement. During the last twelve (12) months of the Term, Lessor may show the Premises to prospective tenants and purchasers during normal business hours. Lessor, in its capacity as Lessor, shall not enter the Premises without first furnishing Lessee at least twenty-four (24) hours prior notice, except in the case of emergency when no notice shall be required. In no event shall Lessor interfere with the conduct of Lessee’s business, except as may be necessary in the case of emergency. Lessee shall have the right to accompany Lessor during any entry by Lessor upon the Premises. Lessor shall not have access to any of the tenants’ units or any of Lessee’s confidential or proprietary materials or information. Lessee will not do any act or suffer any act to be done which will in any way encumber the fee title of Lessor in and to the Premises or in any way subject the Premises to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Lessee. If any mechanic’s, materialmen’s, vendor’s, laborer’s or other lien, shall be filed against the Premises or against Lessor arising out of labor or materials used in the construction or alteration of, or installed in, any building or improvement on the Premises by Lessee (whether or not such lien is valid or enforceable as such), Lessee shall, at its sole cost and expense, cause the same to be cancelled, discharged or removed of record by filing a bond, by payment into court, by satisfaction or otherwise within thirty (30) days after Lessee receives written notice of filing thereof.

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14. COMPLIANCE WITH LAWS/ENVIRONMENTAL

14.1 During the Term, Lessee shall, at Lessee’s sole cost and expense, comply with all statutes, codes, laws, ordinances, orders, decrees, injunctions, rules, regulations, permits, licenses and requirements of all federal, state, county, municipal and other governmental, departments, commissions and boards pertaining to the Premises. Lessee shall not be liable or responsible for (a) any violations of any of the foregoing that existed prior to the Commencement Date or (b) any orders, decrees, injunctions or requirements that Lessor failed to comply with prior to the Commencement Date. All of the foregoing in the previous sentence shall remain the obligation of Lessor.

14.2 “Hazardous Materials” shall mean, without limitation, any pollutant, flammable material, explosive material, radioactive material, lead paint, asbestos, asbestos containing material, urea formaldehyde, polychlorinated biphenyl, fungal microorganism (mold), medical waste, gasoline, petroleum, petroleum product, petroleum constituent, methane, hazardous material, hazardous waste, toxic substance and/or any related material, as defined in, designated in or regulated by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Appendix §§1801, et seq.), the Resource Conservation and Recovery Act, as amended, (42 U.S.C. §§9601, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§2601, et. seq.) and any and all other state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations.

14.3 “Environmental Laws” means any and all federal, state, county, municipal or local laws (whether imposed by statute, code, ordinance, rule, regulation, administrative or judicial order, or common law), now or hereafter enacted, including the laws referred to in Section 14.2 hereof, governing health and safety, as well as the environment, natural resources and/or Hazardous Materials, including, without limitation, such laws (a) governing or regulating the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control, release, discharge of, or exposure to, Hazardous Materials, (b) governing or regulating the transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of such property and/or (c) requiring notification or disclosure of releases of Hazardous Materials or other environmental conditions whether or not in connection with a transfer of title to or interest in property.

14.4 During the Term, Lessee shall be in material compliance with all Environmental Laws with respect to the Premises except that Lessee shall have no obligation or liability with respect to the environmental condition of the Premises as of the Commencement Date. If any environmental contamination by Hazardous Materials is found on the Premises during the Term (but only to the extent the release of Hazardous Materials arose during the Term unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) for which remedial action is required pursuant to Environmental Laws, Lessee shall, at its sole cost and expense, take such remedial action as is required by the appropriate governmental agency. Lessee agrees to defend, indemnify and hold harmless Lessor from and against any claims,

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actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the release of Hazardous Materials on the Premises from and after Commencement Date (unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) and/or (ii) any material violation by Lessee of any Environmental Laws, which obligation shall survive the termination or earlier expiration of this Lease. Notwithstanding the foregoing, Lessor acknowledges that Lessee may use minor amounts of Hazardous Materials in the ordinary course of operating the Premises, such as cleaning materials, which Lessee shall utilize in accordance with all applicable Environmental Laws.

14.5 Lessor shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Premises by Lessor, its agents, employees or contractors. At all times during the Term, Lessor shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Premises, except for environmental contamination for which Lessee is responsible under Section 14.4 hereof. If any Hazardous Materials, or any environmental contamination, are found on the Premises that were caused by Lessor, or that were in existence prior to Lessee’s occupancy of the Premises, for which any remedial action is required pursuant to Environmental Laws, Lessor shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws and governmental authority. Lessor agrees to defend, indemnify and hold harmless Lessee from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Premises of any Hazardous Materials that were in existence prior to the Commencement Date and/or (ii) any material violation by Lessor, and/or the current owner or manager of the Premises, of any Environmental Laws prior to the Commencement Date.

15. LIABILITY AND CASUALTY INSURANCE.

15.1 During the Term, Lessee at its sole cost and expense shall:

15.1.1 Keep all building(s) and improvements and equipment on, in or appurtenant to the Premises at the commencement of the Term and thereafter erected thereon or therein, including all alterations, insured against loss or damage by fire and such other risks as may be included in the standard form of extended coverage from time to time available, and against such other risks as Lessor from time to time reasonably may designate, in an amount not less than 100% of the then “full replacement cost” (exclusive of the cost of excavations, foundations and footings below the lowest basement floor). Such full replacement cost shall be determined from time to time, at the request of Lessor, by one of Lessee’s insurers or, at the option of Lessor, by an appraiser, architect or contractor selected by Lessor and reasonably acceptable to Lessee. No omission on the part of Lessor to request any such determination shall relieve Lessee of any of its obligations under this Section 15.1.1.

15.1.2 Provide and keep in force comprehensive general public liability insurance against claims for personal injury, death or property damage occurring on, in or about the

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Premises or on, in or about the adjoining street, property and passageways, such insurance to afford minimum protection, during the Term of this Lease, of not less than $10,000,000 in respect of personal injury or death to any one person, and of not less than $10,000,000 in respect of any one occurrence, and of not less than $5,000,000 for property damage or such other minimum amounts as Lessor may require.

15.2 Certificates of the insurance referred to in Section 15.1 shall be delivered by Lessee to Lessor.

15.3 It is expressly understood and agreed that Lessor is not obligated to obtain or pay for insurance on the Premises.

16. EMINENT DOMAIN

16.1 If title to any part of the Premises is taken for any public or quasi-public use by virtue of the exercise of the power of eminent domain, or is conveyed in lieu thereof, and Lessee determines, in Lessee’s commercially reasonable discretion, that the remaining portion of the Premises is not suitable for self storage purposes, then this Lease shall terminate, at the option of Lessee, on the date that title is vested in the condemning authority. If title to the whole of the Premises is taken by eminent domain or conveyance in lieu thereof, then this Lease shall terminate as of the date that title is vested in the condemning authority.

16.2 If this Lease is terminated under the provisions of this Section 16, Rent shall be apportioned and adjusted as of the date of termination.

16.3 In the event of a partial taking or condemnation of the Premises (or transfer in lieu thereof), and in the event that the portion of the Premises remaining after such taking is adequate for the conduct of Lessee’s self storage business, as determined by Lessee in its commercially reasonable discretion, then Lessee shall continue occupancy of the remainder of the Premises but Rent shall be proportionately reduced for the remainder of the Term based on the diminution of the value of the Premises caused by such condemnation (or transfer in lieu thereof).

16.4 All compensation awarded or paid upon a total or partial taking of the Premises shall belong to and be the property of Lessor; provided, however, that Lessee may make a claim or claims directly against the condemning authority for (a) loss of business, and (b) damage to and the cost of removal of Lessee’s personal property and trade fixtures, as long as such claim does not reduce the award to Lessor.

17. DAMAGE AND DESTRUCTION

Upon the occurrence of any damage to or destruction of improvements on the Premises by fire or other casualty, Lessee shall promptly notify Lessor thereof, and Lessee shall proceed to restore the Premises as nearly as is possible to the condition the Premises were in immediately prior to such damage or destruction, subject to such alterations as Lessee may elect to make in conformity with the provisions of this Lease. Such restoration shall be commenced promptly and whether or not the insurance proceeds, if any, shall be sufficient, shall be substantially completed in no event later than two hundred and ten (210) days after the date of such partial destruction or damage, or, in the event of a total destruction of the Premises, no later than three

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hundred and sixty five (365) days after the date of such destruction (unavoidable delays beyond Lessee’s reasonable control excepted) and all insurance proceeds received by Lessee (and any insurance proceeds that Lessor may receive) on account of such damage or destruction shall be applied to the payment of the costs of the aforesaid restoration. This Lease shall not terminate or be affected in any manner and Lessee shall not be relieved of its liability to pay the full Rent and additional rent and other charges payable under this Lease or from any other obligations under this Lease by reason of damage to or total, substantial or partial destruction of the building(s), improvements or equipment on, in or appurtenant to the Premises at the commencement of the Term or thereafter erected thereon or therein, or by reason of the untenantability of the Premises or any part thereof. Notwithstanding anything to the contrary in this Section 17, Lessee shall not be obligated to rebuild or restore the Premises if damage or destruction of more than 50% of the improvements on the Premises occurs during the last year of the Term, in which event Lessee shall assign its insurance proceeds to Lessor and pay to Lessor the amount of the deductible under its policy. Lessee hereby waives the provisions of Section 227 of the Real Property Law of the State of New York and of any other law of like import now or hereafter in force and agrees that the provisions of this Section 17 shall govern and control in lieu thereof.

18. INDEMNIFICATION

18.1 Lessee shall indemnify, defend and save harmless Lessor from and against all costs, expenses, claims, damages and penalties (collectively “Claims”), including reasonable counsel fees, arising out of (a) Lessee’s failure to comply with its obligations under this Lease and (b) loss of life, personal injury and/or property damage occurring at the Premises; provided, however, that this indemnification obligation shall not apply to Claims arising out of (i) any act or negligence of Lessor or Lessor’s agents, contractors or employees, (ii) the condition of the Premises as of the Commencement Date (including the environmental condition thereof) or (iii) any environmental contamination or violation that occurred on or prior to the Commencement Date or that was caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date.

18.2 Lessee shall be in exclusive control and possession of the Premises as of the Commencement Date, and Lessor shall not be liable for any injury or damage to any property or to any person happening in, on or about the Premises from and after the Commencement Date and during the Term, unless such injury or damage arose out of the environmental condition of the Premises as of the Commencement Date.

18.3 Lessor shall hold Lessee harmless, and shall indemnify and defend Lessee, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by Lessee in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities and (ii) any and all Taxes or other tax owed by Lessor, any person or entity comprising Lessor, any predecessor to such persons and entities, the current owner of the Premises and/or the current manager of the Premises.

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19. DEFAULT

19.1 The occurrence of any one (1) or more of the following events, herein sometimes called “events of default”, shall constitute a default under this Lease by Lessee if not cured within the applicable grace period as follows:

(a) If Lessee fails to pay any installment of Rent, or any other amounts due and payable under the Lease, and such failure shall continue for ten (10) days after Lessee receives written notice of such non-payment from Lessor (provided that Lessee shall not be in default if (i) Lessor refuses or fails to accept any such payment, (ii) or changes the location of payment without notifying Lessee in writing or (iii) Lessor fails to receive any wire from Lessee despite the use by Lessee of the wire instructions provided by Lessor, and Lessee having received a federal wire reference number; provided, however, that Lessor shall not be obligated to provide Lessee with more than two (2) such written notices in any one calendar year during the Term;

(b) If Lessee fails to materially perform any non-monetary covenants, conditions, terms or provision hereof, unless such failure is remedied in all material respects within thirty (30) days after Lessee receives written notice from Lessor, provided that Lessee shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessee within such thirty (30) day period and such default is remedied within 90 days;

(c) If Lessee admits insolvency or bankruptcy or its inability to pay its debts as they may mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Lessee, or for the major part of its property;

(d) If a trustee or receiver is appointed for Lessee or for the major part of its property and is not discharged within sixty (60) days after such appointment; or

(e) If bankruptcy, reorganization arrangements, insolvency or liquidation proceedings, or other proceeding for relief under the bankruptcy law or similar law or relief of debtors, are instituted by or against Lessee, and if instituted against Lessee, are not dismissed, stayed or otherwise nullified within sixty (60) days after such institution.

19.2 If any one (1) or more events of default remain uncured by any applicable time or grace period, Lessor may at its option exercise any one or more of the following remedies:

(i) Lessor may terminate this Lease by giving to Lessee written notice of Lessor’s intention to do so, in which event the Term of this Lease shall end, and all right, title and interest of Lessee hereunder shall expire on the date stated in such notice, which shall not be less than ten (10) days after the date of the notice by Lessor of its intention so to terminate, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

(ii) Lessor may terminate the right of Lessee to possession of the Premises by giving written notice to Lessee that Lessee’s right of possession shall end on the date stated in such notice, which shall not be less than ten (10) days from the date of such notice, whereupon the right of Lessee to the possession of the Premises or any part thereof shall cease on the date stated in such notice, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

(iii) Lessor may elect to institute legal proceedings to collect unpaid Rent and all other sums due under the terms of this Lease, it being understood that Lessor shall not be obligated to mitigate damages. Lessor shall also be entitled to payment for reasonable leasing fees, legal fees, and other reasonable and customary expenses incurred in reletting the Premises.

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19.3 If Lessor exercises its remedies following a cured event of default, Lessor may then or at any time thereafter re-enter and take complete and peaceful possession of the Premises, by process of law, and may remove all persons and personalty therefrom, and Lessee covenants in any such event, peacefully and quietly to yield up and surrender the Premises to Lessor.

19.4 In case of any default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (i) unpaid Rent then due shall be paid up to the time of such re-entry, dispossess and/or expiration together with such costs as Lessor may incur for legal expenses, attorneys’ fees, brokerage and/or putting the Premises in good order, or for preparing the same for re-rental and (ii) Lessor may re-let the Premises or any part or parts thereof, either in the name of Lessor or otherwise, for a term or terms, which may at Lessor’s option be less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent. Lessor may collect the rents from such re-letting or subletting and apply the same, first to the payment of the expense of re-entry and re-letting, and secondly to the Rent herein provided to be paid by Lessee pursuant to this Lease, and in the event that the proceeds of such re-letting or subletting are not sufficient to pay in full the foregoing, Lessee shall remain and be liable therefor, and Lessee promises and agrees to pay the amount of any such deficiency from time to time and Lessor may at any time and from time to time sue and recover judgment for any such deficiency or deficiencies.

Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Lessor from time to time at its election, and nothing contained herein shall be deemed to require Lessor to postpone suit until the date when the Term of this Lease would have expired if it had not been terminated under the provisions of Section 19 hereof, or under any provision of law, or had Lessor not re-entered the Premises. Lessor, at Lessor’s option, at Lessee’s cost and expense, may make such alterations, repairs, replacements and/or decorations in the Premises as Lessor in Lessor’s reasonable judgment considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations and/or decorations shall not operate or be construed to release Lessee from any liability hereunder as aforesaid. Lessor shall in no event be liable in any way whatsoever for failure to re-let the Premises, or in the event that the Premises are re-let, for failure to collect the rent thereof under such re-letting. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the Premises, by reason of the violation by Lessee of any of the covenants and conditions of this Lease or otherwise.

19.5 Under no circumstances shall Lessee or Lessor be liable for any special, incidental, punitive or consequential damages.

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19.6 In the event that subsequent to Commencement Date Lessor fails to perform any obligation and/or covenant binding on Lessor herein, or otherwise breaches this Lease or defaults hereunder, and such breach, default and failure is not cured within thirty (30) days following Lessor’s receipt of written notice from Lessee provided that Lessor shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessor within such thirty (30) day period and such default is remedied within 90 days, Lessee may terminate this Lease and/or exercise any other remedies available at law or in equity.

20. STRICT PERFORMANCE AND CUMULATIVE REMEDIES

20.1 The failure of either party to insist upon a strict performance of any term or condition of this Lease shall not be deemed a waiver of any right or remedy hereunder, and shall not be deemed a waiver of any subsequent breach of such term or condition.

20.2 The specific remedies to which Lessor or Lessee may resort under the terms of this Lease are cumulative.

20.3 A receipt by Lessor of Rent with knowledge of the breach of any covenant hereof shall not be deemed a waiver of any such future or continuing breach, and no waiver, change, modification or discharge by either party hereto of any provision in this Lease shall be deemed to have been made or shall be effective unless expressed in writing and signed by both Lessor and Lessee.

21. NOTICE

21.1 All notices, requests, demands, and other communications pertaining to this Lease shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

LESSEE:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com

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LESSOR:	C/O ARREDONDO HOLDINGS
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

22. SUBORDINATION & ESTOPPEL

22.1 Lessor and Lessee agree that this Lease and the Purchase Option are superior to and have priority over, and Lessee’s obligations hereunder are contingent upon this Lease and the Purchase Option being superior to and having priority over, all mortgages, deeds of trust and any and all other forms or manner of financing liens in any amount, and all advances thereon, and all renewals, modifications, consolidations, replacements and extensions thereof (each a “Mortgage” and collectively “Mortgages”) which are entered into subsequent to the date of this Lease.

22.2 In the event a Mortgage or Mortgages encumber all or any part of the Premises prior to the date of this Lease, Lessee’s obligations hereunder are contingent upon, and Lessor shall promptly obtain, a non-disturbance agreement reasonably acceptable to Lessee from the holder(s) of such Mortgage or Mortgages which will (without limitation) include consent to this Lease by the holder(s) of such Mortgage or Mortgages and a recognition of the effectiveness of the Purchase Option, and that such Purchase Option is binding upon the holder(s) of any such Mortgage or Mortgages (and their nominees and assigns as well as any purchaser at a foreclosure sale or grantee in lieu thereof), even in the event of a foreclosure or deed in lieu of foreclosure subject to repayment of the debt in full upon Lessee’s acquisition of the Premises following Lessee’s exercise of the Purchase Option, which debt repayment shall be paid from and out of the adjusted purchase price set forth in Section 5.1 hereof due Lessor (or other owner of the Premises) at the closing of Lessee’s acquisition of the Premises (“Non-Disturbance Agreement”).

22.3 Either party shall, within 10 days after request by the other party, from time to time, execute, acknowledge and deliver to the other party, a statement which may be relied upon by the other party and the holder of any existing or proposed Mortgage, certifying (if true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), the dates to which Rent and other charges have been paid, and whether or not, to the best of such party’s knowledge, the other party is in default hereunder or whether such party has any claims or demands or offsets.

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23. ASSIGNMENT AND SUBLETTING

Lessee shall have the right to assign this Lease (and its leasehold interest hereunder) or sublet all or any portion of the Premises without Lessor’s consent (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation, (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee as of the day hereof and (v) to the IDA. Any and all subleases and sub-subleases involving the IDA shall be, and hereby are, permitted without Lessor’s consent. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, Lessee will remain liable for the performance of the obligations of Lessee pursuant to this Lease. Except as set forth above, Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this Lease or a sublease of the Premises, whether or not actually performed, the same shall be discharged of record by Lessee within ten (10) business days after Lessee receives notice of the filing thereof (unless a shorter time period is required by the fee mortgagee of Premises), at Lessee’s expense.

24. ADDITIONAL LESSEE PROMISES

24.1 Lessee shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by Lessee at Lessee’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. Lessee will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

24.2 For a period of two (2) years from the date of any tenant’s Westy occupancy agreement, Lessee shall not increase any of the tenants’ rental rates.

25. EMPLOYEES

For a period of two (2) years following the Commencement Date, Lessee shall not knowingly hire any one or more employees of (a) the owner of the Premises (Babylon Project LLC) from whom Lessor will acquire the Premises, (b) Arredondo & Co. or (c) Westy. Lessee shall have no obligations or liabilities respecting any of the aforementioned employees. Lessee shall have no obligation whatsoever to hire any of the aforementioned employees.

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26. QUIET ENJOYMENT

Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all of the terms, covenants and conditions on Lessee’s part to be performed, Lessee may peaceably and quietly enjoy the Premises, subject to the terms and conditions of this Lease.

27. MISCELLANEOUS

27.1 This Lease contains the entire agreement between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties, their administrators, distributees, beneficiaries, trustees, executors, personal representatives, heirs, successors and assigns.

27.2 No representations have been made by either party other than those set forth in this Lease, and neither party shall be bound by or held to any representations other than as set forth in this Lease.

27.3 The terms, covenants and conditions herein shall bind and shall inure to the benefit of Lessor and Lessee and their respective personal representatives, heirs, administrators, distributees, trustees, beneficiaries, executors, successors and assigns. Lessee agrees to look solely to Lessor’s estate and interest in the Premises and the proceeds from any sale thereof (net of all payments due to any and all mortgagees of the fee) for the satisfaction of any right or remedy of Lessee for the collection of a judgment (or other judicial process) requiring the payment of money by Lessor, in the event of any liability by Lessor, and no other property or assets of Lessor shall be subject to levy, execution, attachment, or other enforcement procedure for the satisfaction of Lessee’s remedies under or with respect to this Lease, the relationship of Lessor and Lessee hereunder, or Lessee’s use and occupancy of the Premises, or any other liability of Lessor to Lessee. Neither Lessor nor any of the parties comprising Lessor nor any disclosed or undisclosed principal of Lessor (or officer, director, stockholder, partner or agent of Lessor or of any principal or party comprising Lessor) shall have any personal liability to Lessee hereunder. The term “Lessor” wherever used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Premises that in the event of any sale, conveyance or transfer of the Premises, such owner or owners shall thereupon be released and discharged from all covenants, conditions and agreements of Lessor thereafter accruing hereunder; but such covenants, conditions and agreements shall be binding upon each new owner or mortgagee in possession for the time being of the Premises, until sold, conveyed or transferred; provided, however, that such prior owners of the Premises shall be relieved or released of obligations or liabilities hereunder only in the event that the Premises are part of a bona fide sale to an unrelated third party or parties for true and valuable consideration.

27.4 This Lease shall be construed and enforced in accordance with the laws of the State in which the Premises are located.

27.5 If any of the provisions of this Lease shall be declared invalid or unenforceable for any reason, the remainder of this Lease shall be unaffected and shall remain in full force and effect.

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This Lease with the Exhibits annexed hereto, if any, contains the entire agreement between Lessor and Lessee, and any executory agreement hereafter made between Lessor and Lessee shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such executory agreement is in writing and signed by the party against which enforcement of the change, modification, waiver, release, discharge, termination or the effecting of the abandonment is sought. No payment by Lessee or receipt by Lessor of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor’s right to recover the balance of such rent or pursue any other remedy in this Lease.

27.6 This Lease may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement.

27.7 Headings and captions in this Lease are for convenience only, and in no way limit or circumscribe the full meaning of each and every provision set forth herein.

27.8 Both Lessor and Lessee are and have been represented by counsel in connection with the negotiation of this Lease and, accordingly, this Lease shall not be construed or interpreted against either party, irrespective of which party prepared this Lease.

27.9 The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee Lessee shall pay pursuant to the terms of a separate agreement). Lessor shall indemnify, defend and hold Lessee harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by Lessor to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. Lessee shall indemnify, defend and hold Lessor harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by Lessee to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The indemnification provisions of this Section 27.9 shall survive the expiration or earlier termination of this Lease.

27.10 A memorandum of this Lease in recordable form (“Memorandum of Lease”), shall be recorded in the real property records on or about the Commencement Date. Lessor and Lessee shall execute a T.P. 584 transfer tax form (and, if applicable, a T.P. 584.1) in connection therewith, and shall execute an amended Memorandum of Lease in the event that Lessee determines that the description of the Premises is erroneous. Lessee shall pay all recording fees, and Lessor shall pay all transfer taxes, grantor’s tax, deed stamps and similar taxes when due (if any) respecting this Lease and the Memorandum of Lease. The Memorandum of Lease shall not include the amount of Rent or the amount of the purchase price set forth in Section 5.1 hereof.

27.11 Lessor and Lessee agree that adequate consideration supports this Lease.

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27.12 Lessor and Lessee hereby agree that the non-prevailing party in any finally adjudicated legal proceeding between them shall pay the reasonable legal fees and disbursements of the prevailing party within thirty (30) days after receipt of a bill therefor. In the event Lessee claims or asserts that Lessor has violated or failed to perform a covenant of Lessor not to unreasonably withhold or delay Lessor’s consent or approval, or in any case where Lessor’s reasonableness in exercising its judgment is in issue, Lessee’s sole remedy shall be an action for specific performance, declaratory judgment or injunction, and in no event shall Lessee be entitled to any money damages for a breach of such covenant.

27.13 Lessor and Lessee hereby waive the right to a jury trial in any action, summary proceeding or legal proceeding between or among the parties hereto or their successors on any matters whatsoever arising out of or in any way connected to this Lease, the relationship of Lessor and Lessee, or Lessee’s use and occupancy of the Premises or Lessee’s right to occupy the Premises. Lessee hereby waives the right to interpose a counterclaim in any summary proceeding instituted by Lessor against Lessee or in any action instituted by Lessor for unpaid Rent or additional rent under this Lease, except for mandatory or compulsory counterclaims.

27.14 Upon Lessee’s request, Lessor and Lessee agree that the legal description of the Premises attached hereto as Exhibit “A” shall be revised or supplemented if reasonably required by Lessee in view of the survey and title commitment to be obtained by Lessee pursuant to Section 8 hereof.

27.15 References herein to the current owner of the Premises and the current manager of the Premises shall be deemed to refer to Babylon Project LLC, Arredondo & Co. and Westy.

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above mentioned.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ David Rogers
	Name:	DAVID ROGERS
	Title:	CHIEF EXECUTIVE OFFICER
By:	/S/ Paul T. Powell
	Name:	PAUL T. POWELL
	Title:	EXECUTIVE VICE PRESIDENT OF REAL ESTATE INVESTMENT
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	CARLOS A. ARREDONDO
	Title:	TRUSTEE
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola Raquel Arredondo
	Name:	FABIOLA RAQUEL ARREDONDO
	Title:	TRUSTEE
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena Isabel Arredondo
	Name:	ELENA ISABEL ARREDONDO
	Title:	TRUSTEE

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TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	MARISA VARA ARREDONDO
	Title:	TRUSTEE
/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	FABIOLA R. ARREDONDO
	Title:	TRUSTEE
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	ELENA I. ARREDONDO
	Title:	TRUSTEE
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	MARISA V. ARREDONDO
	Title:	TRUSTEE

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EXHIBIT “A” TO LEASE

Legal Description

ALL that certain plot, piece 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 (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 right having a radius of 25.00 feet, which curve connects said northerly side of Executive Boulevard with the easterly side of Executive Boulevard, a distance of 37.85 feet to said easterly side of Executive Boulevard;

RUNNING THENCE along said easterly side of Executive Boulevard, 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 South 52 degrees 17 minutes 40 seconds West 32.47 feet to the point or place of BEGINNING.

EXHIBIT “B” TO LEASE

PURCHASE AGREEMENT

Lessor and Lessee, as defined in the Lease between Lessor and Lessee to which this Exhibit B is attached (“Sovran Lease”), have agreed in the Sovran Lease that the following terms and conditions are and shall be binding on Lessor and Lessee at such time as Lessee exercises the Purchase Option (as defined in the Sovran Lease) in accordance with the Sovran Lease:

1. DEFINITIONS

The following terms when used in this Agreement shall have the following meanings (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sovran Lease):

1.1 Property. Real property (“Site” or “Property”) identified in attached Schedule “A” and described in attached Schedule “A-1”, together with all of the rights and items set forth in Section 2.2 hereof, and including the amounts of leaseable square feet of existing, indoor self storage space as set forth in attached Schedule “A”.

1.2 Seller. Lessor under the Sovran Lease: The 2000 Trust For The Grandchildren Of Carlos A. Arredondo And Mari V. Arredondo, Carlos A. Arredondo, Trustee, Trust For The Benefit Of The Children Of Fabiola Raquel Arredondo, Trust For The Benefit Of The Children Of Elena Isabel Arredondo, Trust For The Benefit Of The Children Of Marisa Vara Arredondo, Elena I. Arredondo, Fabiola R. Arredondo, Marisa V. Arredondo, Trust “B” For The Grandchildren Of Fabiola R. Arredondo, Trust “C” For The Grandchildren Of Elena I. Arredondo And Trust “D” For The Grandchildren Of Marisa V. Arredondo.

1.3 Purchaser. Lessee under the Sovran Lease: Sovran Acquisition Limited Partnership.

1.4 Closing. The delivery to PURCHASER of the Deed, Bill of Sale and all other items required hereunder concurrently with the delivery of the adjusted Purchase Price to SELLER (or the Escrow Agent, as defined below).

1.5 Closing Date. The date upon which the Closing occurs as required in Section 9 hereof.

1.6 Deed. The bargain and sale deed (with covenant against grantor’s acts and with Section 13 Lien Law covenant) pursuant to which the Site shall be conveyed to PURCHASER.

1.7 Bill of Sale. The bill of sale (with warranties of title) pursuant to which SELLER shall convey to PURCHASER all of the personal property owned by SELLER and attached to or located at the Property, including office furniture, office equipment, maintenance equipment, security systems and appliances (collectively “Personal Property”). A list of some of the specific items of the Personal Property is attached hereto as Schedule “B”, which list may be modified so as to ensure that all Personal Property is transferred to PURCHASER.

1.8 Escrow Agent. Fidelity National Title Group/Chicago Title Insurance Company, Two Gateway Center, Suite 1900, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222-1402, Attention: William J. Weinheimer, Escrow Officer/Closer, Telephone (412) 904-6891.

2. PURCHASE AND SALE

2.1 (a) Subject to the provisions of this Agreement, SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property and the Personal Property for the total purchase price (“Purchase Price”) of TWENTY-FIVE MILLION SIX HUNDRED FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS ($25,650,000 U.S.) upon and subject to the terms and conditions hereinafter set forth. The Purchase Price is allocated in the attached Schedule “A”.

(b) Provided that SELLER complies with all of its obligations hereunder, PURCHASER shall pay the Purchase Price to SELLER by wire transfer through the Escrow Agent’s account, subject to all adjustments required by this Agreement.

(c) PURCHASER shall pay any sales tax due on the portion of the Purchase Price allocated to Personal Property either, at PURCHASER’s option, to SELLER or directly to the applicable State taxing authority.

2.2 The Property includes:

(a) All buildings and improvements located on the Property;

(b) All right-of-ways, alleys, privileges, easements and appurtenances which are on or benefit the Property;

(c) All right, title and interest of SELLER, in any land lying in the bed of any public or private street or highway, opened or proposed, in front of or adjoining the Property to the center line thereof;

(d) All right, title and interest to any unpaid award to which SELLER (or any person or entity comprising SELLER) may be entitled (i) due to the taking by condemnation or eminent domain of any right, title or interest of SELLER (or any person or entity comprising SELLER) in the Property and (ii) for any damage to the Property due to the change of grade of any street or highway;

(e) All rights under any assignable licenses, permits, variances, approvals (including building permits and site plan approvals) and similar authorizations with respect to or affecting the Property (each a “Permit” and collectively “Permits”), it being understood that PURCHASER may decide in its sole discretion not to accept an assignment of any one (1) or more of the Permits;

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(f) All right, title and interest under all leases affecting the Property (each a “Lease” and collectively “Leases”);

(g) All rights under any of SELLER’s assignable service contracts and warranties with respect to the Property that PURCHASER has not already assumed, which PURCHASER may decide in its sole discretion to assume or not assume (each a “Contract” and collectively “Contracts”);

(h) Any oil, gas and mineral rights with respect to Property;

(i) SELLER’s goodwill (provided that PURCHASER is assuming absolutely no obligations or liabilities of SELLER, or any person or entity comprising SELLER, that are not expressly assumed by PURCHASER hereunder); and

2.3 PURCHASER shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for Excluded Liabilities. PURCHASER shall only be responsible for Assumed Obligations.

3. CONTINGENCIES

3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing.

3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

3.3 Intentionally Omitted.

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3.4 To the extent applicable after the Commencement Date (as defined in the Sovran Lease), SELLER shall cooperate with PURCHASER, and shall furnish PURCHASER with all information and materials reasonably requested by PURCHASER, including information and materials as may be required by PURCHASER’s auditors and/or in connection with requirements of the Securities and Exchange Commission and any public filing required, applicable to PURCHASER and/or its affiliates. Notwithstanding anything to the contrary herein, nothing in the Agreement shall prohibit, and PURCHASER may make, disclosures in connection with all of the foregoing in this Section 3.4.

4. SELLER’S WARRANTIES AND REPRESENTATIONS

4.1 SELLER hereby reaffirms the truth, accuracy and completeness of the representations and warranties of SELLER set forth in the Sovran Lease with respect to its status and authority, which representations and warranties are now true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement.

4.2 In the event that SELLER (or any person or entity comprising SELLER) learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’s status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice thereto to PURCHASER.

4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and if any such representation or warranty is untrue or materially inaccurate as of the date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement.

4.4 SELLER’s representations and warranties shall survive the Closing and the delivery of the Deed for a period of twelve (12) months from the Closing Date .

5. DELIVERIES AND COVENANTS

5.1 SELLER shall convey good, marketable and insurable fee simple title to the Property and shall convey lien-free title to the Personal Property, to PURCHASER on the Closing Date. On the Closing Date, SELLER shall deliver to PURCHASER, the following:

(a) The Deed (which shall contain the record/historical legal descriptions of the Site and the metes and bounds measured legal descriptions of the Site prepared by PURCHASER’s surveyor, and shown on the survey obtained by PURCHASER, and which shall include all rights under beneficial easements provided that SELLER may convey the metes and bounds, measured legal description via a

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separate quitclaim deed), together with a T.P. 584 transfer tax form and an RP-5217 transfer report (equalization) form. SELLER shall furnish PURCHASER with a proposed Deed and the aforementioned forms for review at least five (5) business days prior to the Closing Date.

(b) The Bill of Sale in the form attached hereto as Schedule “D”.

(c) Assignment and Assumption Agreements (to be executed by both SELLER and PURCHASER) in the form attached hereto as Schedule “E”, pursuant to which SELLER shall assign, and reaffirm its assignment, to PURCHASER and PURCHASER shall assume all of rights under all Permits, Leases and Contracts to be assigned to PURCHASER in accordance with the terms hereof.

(d) Certificate and Indemnity regarding sales tax, use tax, employment and excise tax (collectively “Sales Tax”) in the form attached hereto as Schedule “F”.

(e) Intentionally Omitted.

(f) Evidence of the existence, authority and good standing of all of the trust entities comprising SELLER, including but not limited to relevant excerpts from trust agreements and instruments (from which PURCHASER’s counsel and the Escrow Agent can determine whether the trust entities comprising SELLER were duly formed and exist, and that this transaction has been duly authorized), consents or resolutions of the trustees and any others who must authorize this transaction, and such other documentation, as may be required by the Escrow Agent and/or PURCHASER’s counsel so as to evidence due authorization of the transaction contemplated herein. SELLER shall furnish PURCHASER with copies of all of the aforementioned documentation for review at least five (5) business days prior to the Closing Date.

(g) Certificates from each person and entity comprising SELLER in the form attached as Schedule “H” with respect to compliance with FIRPTA, and all certificates reasonably required by the Escrow Agent, including but not limited to title certificates and gap indemnities in the form reasonably acceptable to SELLER.

(h) Possession of the Property free and clear of all parties in possession except tenants under the Leases and the Sovran Lease.

(i) Intentionally Omitted.

(j) A certificate executed by SELLER certifying that all representations and warranties of SELLER in the Sovran Lease pertaining to the status and authority of SELLER remain true and correct in all material respects as of the Closing Date.

(k) Intentionally Omitted.

(l) Such other certificates, permits and approvals required by law that are imposed on, or customarily furnished by, a seller of real property.

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(m) Satisfactions, discharges and terminations of all Financing Liens, in recordable form, to be delivered to, and held in escrow by, the Escrow Agent pending Closing or customary pay off letters from SELLER’s lenders sufficient for the Escrow Agent to pay off the Financing Liens from the sale proceeds due SELLER at Closing and to omit all exceptions for the Financing Liens from PURCHASER’s title insurance policies.

(n) If not already delivered pursuant to the Sovran Lease, the Non-Competition Agreement (as defined in the Sovran Lease). If requested by PURCHASER, SELLER (Carlos A. Arredondo) shall reaffirm the Non-Competition Agreement for the balance of the term thereof prior to Closing.

5.2 PURCHASER may raise title objections (including but not limited to any one (1) or more liens, encumbrances, covenants, easements, restrictions, rights of way, mortgages or other recorded matters or title exceptions affecting the Property) that arise subsequent to the issuance of the title commitment, survey and/or leasehold title insurance policy obtained by PURCHASER pursuant to the Sovran Lease, and may terminate the Sovran Lease and this Agreement, without any consent or instruction of SELLER, if such title objections at Closing are other than Permitted Encumbrances and are not cured by SELLER at or prior to Closing.

5.3 PURCHASER may file bulk sale notices with the New York State Department of Taxation and Finance (“NYS-DTF”), and agrees to provide copies of such filing to SELLER. If PURCHASER files bulk sales notices, PURCHASER shall notify SELLER of (and shall provide SELLER with a copy of) PURCHASER’s receipt, prior to Closing, of a tax release form(s) or tax clearance certificate(s) (each a “NY Tax Clearance Certificate” and collectively “NY Tax Clearance Certificates”) or any written or oral notice(s) that any sales or use taxes (collectively “Taxes”) are due or any other material correspondence or communication received from the NYS-DTF (each a “NY Tax Notice” and collectively “NY Tax Notices”). In the event that any NY Tax Notice states that any Taxes are owed, PURCHASER may on prior notice to SELLER deduct the amount so owed from the adjusted Purchase Price to be delivered to SELLER on the Closing Date, and remit such amount to NYS-DTF, or PURCHASER may require SELLER to pay such Taxes directly to NYS-DTF no later than the Closing Date. PURCHASER may prepay the sales tax due on the Personal Property to be transferred by SELLER to PURCHASER in accordance with this Agreement in order to obtain one or more NY Tax Notices prior to the Closing Date. In the event that PURCHASER does not receive a NY Tax Clearance Certificate prior to the Closing Date, SELLER hereby acknowledges and agrees that, at Closing, PURCHASER may withhold from the adjusted Purchase Price, and deliver to the Escrow Agent, an amount required by the NYS-DTF or an amount reasonably estimated by PURCHASER and agreed to by SELLER (in SELLER’s reasonable discretion) to cover any potential outstanding tax liability for the period ending on the Closing Date (“Bulk Sale Funds”), which amount shall be held by the Escrow Agent pursuant to and in accordance with the provisions of a separate escrow agreement entered into as of the Closing Date by and among SELLER, PURCHASER and the Escrow Agent, which escrow agreement shall provide, inter alia, that the Bulk Sale Funds shall be held by the Escrow Agent until the date on which a NY Tax Clearance Certificate shall be issued by NYS-DTF and received by PURCHASER with respect to the sale of the Site; provided, however, that if a NY Tax Notice is issued and received

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by PURCHASER showing that any sales, use and/or taxes are due, the Escrow Agent shall release the Bulk Sale Funds, or the requisite portion thereof, to satisfy all unpaid taxes set forth in the Tax Notice, and if no amount is due as reflected in a NY Tax Clearance Certificate or NY Tax Notice the Bulk Sale Funds, or the remaining portion thereof, shall be returned to SELLER. If the Bulk Sale Funds are insufficient to pay the amount of unpaid taxes set forth in the Tax Notice, SELLER shall promptly remit the difference to the Escrow Agent, who shall release the same to NYS-DTF. The NY Tax Notices and the NY Tax Clearance Certificates shall address and cover all taxes that are due from SELLER and/or SELLER’s predecessors in title. SELLER shall take all steps necessary to obtain a NY Tax Notice and a NY Tax Clearance Certificate respecting its predecessors in title. SELLER shall provide PURCHASER with proof of payment of all Taxes which SELLER (or its predecessor in title) should have been collecting and remitting as may be required by law, including such Taxes due in connection with the sale of inventory, merchandise and goods such as boxes and locks, the rental of self storage units, and the rental of parking spaces. This Section 5.3 shall survive the Closing and the delivery of the Deed.

6. RISK OF LOSS

INTENTIONALLY OMITTED.

7. CONDITIONS PRECEDENT TO CLOSING

PURCHASER shall not be obligated to close under this Agreement unless each of the following conditions precedent shall be satisfied or waived by PURCHASER, in writing, on or prior to the Closing Date:

(a) No Breach. SELLER and each person and entity comprising SELLER shall not be in breach of the Sovran Lease or this Agreement.

(b) Title Policy. The Escrow Agent shall be prepared to issue, upon PURCHASER’s payment of the title premiums and charges therefor, a current ALTA owner’s title insurance policy covering the Site, subject to Permitted Encumbrances, but subject to no new lien or encumbrance not set forth in the leasehold title insurance policy obtained by PURCHASER in connection with the Sovran Lease except for the IDA Documents and liens or encumbrances caused by PURCHASER.

(c) Accuracy of Representations. The representations and warranties in the Sovran Lease as to the status and authority of SELLER shall be true and correct in all material respects on and as of the Closing Date as if they were made on the Closing Date.

(d) Fulfillment of Covenants. SELLER shall have performed all of SELLER’s obligations and agreements hereunder and under the Sovran Lease, and shall have complied with all of SELLER’s covenants hereunder and under the Sovran Lease.

(e) Material Change. There shall not have occurred (i) a release of Hazardous Materials at the Site by Lessor after the Commencement Date or (ii) other than Permitted Encumbrances, a change in status of fee title to all or any part of the Property caused by any act or omission of Lessor.

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(f) Deliveries. SELLER shall have furnished and delivered to PURCHASER all of the documents, materials and other items required hereunder.

(g) Contingencies. The satisfaction or written waiver by PURCHASER of all the contingencies set forth herein.

All of the aforementioned conditions precedent are for the sole benefit of PURCHASER. In the event that all of the aforementioned conditions precedent are not satisfied or waived in writing by PURCHASER, prior to the Closing Date, PURCHASER may terminate the Sovran Lease and this Agreement by providing written notice to SELLER. To the extent that such a failure of a condition precedent arises out of a breach or default by SELLER hereunder, PURCHASER shall be afforded the remedies set forth in Section 10.2 hereof.

8. ADJUSTMENTS

As adjustments and prorations were done pursuant to the terms of the Sovran Lease, there are no adjustments other than for monthly Rent under the Sovran Lease.

9. CLOSING DATE

The Closing will take place on or about the first business day which occurs ninety (90) days after PURCHASER exercises the Purchase Option but no earlier than February 2, 2015 and no later than September 2, 2016. The Closing will take place via e-mail and overnight courier through the Escrow Agent.

10. BREACH

10.1 If PURCHASER shall breach or default under this Agreement (and SELLER is not in breach hereof), SELLER’s sole, exclusive and entire right and remedy shall be termination of this Agreement by SELLER. PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such breach.

10.2 If SELLER, or any of the persons or entities comprising SELLER, shall breach or default under this Agreement or fail to convey title to Property in accordance with this Agreement (and PURCHASER is not in breach hereof), PURCHASER may in its sole discretion either (a) enforce this Agreement by specific performance or (b) terminate the Sovran Lease and this Agreement on written notice to SELLER, and PURCHASER may recover from SELLER, and SELLER shall promptly pay to PURCHASER, all costs and expenses (including attorneys’ fees, court costs, disbursements and costs of appeal) incurred by PURCHASER in connection with the Sovran Lease (excluding Rent) and this Agreement.

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11. ASSIGNMENT

PURCHASER may not assign this Agreement without the prior consent of SELLER. SELLER agrees to accept a letter of direction from PURCHASER at closing with respect to conveyance of the property to an entity other than PURCHASER.

12. BROKER

The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee PURCHASER shall pay pursuant to the terms of a separate agreement). SELLER shall indemnify, defend and hold PURCHASER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by SELLER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. PURCHASER shall indemnify, defend and hold SELLER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by PURCHASER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The provisions of this Section 12 shall survive the Closing.

13. COSTS AND ALLOCATIONS

PURCHASER shall pay the costs and expenses related to the UCC and other searches, as well as fees, costs and expenses related to the IDA Documents and financial assistance provided by the IDA to PURCHASER. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the Deed and the filing of the RP-5217 transfer report (equalization) forms and T.P. 584 transfer tax forms. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”), and PURCHASER will be entitled to the benefit of any reduction based on transfer tax paid in connection with the Sovran Lease. PURCHASER shall indemnify SELLER from and against any claims (“Claims”). made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and

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expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.

14. ENFORCEABILITY

If any provision in this Agreement shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law, provided that such enforcement comports with the parties’ intentions as set forth in this Agreement. The terms of this Agreement shall not be construed against PURCHASER despite the fact that PURCHASER and its counsel prepared it.

15. INDEMNIFICATION

Following Closing, SELLER shall reimburse PURCHASER, and shall hold harmless, indemnify and defend PURCHASER, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by PURCHASER in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities, (ii) any and all Taxes or other tax owed by SELLER, any person or entity comprising SELLER, or any predecessor to such entities and (iii) any non-fulfillment of any indemnity obligation of SELLER hereunder, in the Sovran Lease or in any other document delivered in connection with this Agreement.

16. FURTHER ASSURANCES

From time to time after the Closing Date, SELLER will execute all such instruments and take all such actions as PURCHASER shall reasonably request in order to ensure that PURCHASER receives the full benefit of the Property, Personal Property and the transactions contemplated by this Agreement. SELLER and PURCHASER shall also execute and deliver to the appropriate other party such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all further actions as may be reasonably required to carry out the transactions contemplated by this Agreement.

17. SURVIVAL

The representations and warranties of SELLER referred to in Section 5.1(j) hereof and the indemnification obligation set forth in Section 15 hereof shall survive the Closing and the delivery of the Deed for twelve (12) months. A timely claim hereunder shall be deemed to have been made if written notice is given to SELLER within such 12-month period.

18. OFF MARKET

(a) While this Agreement is in effect, neither the Property nor any part thereof may be listed or offered for sale or lease; nor may any third party offer involving all or any portion of the Property or Personal Property be sought or solicited. While this Agreement is

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in effect, neither SELLER nor any person or entity comprising SELLER, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease agreement, offer or contract respecting the Property.

(b) While this Agreement is in effect, neither SELLER, nor any of the persons or entities comprising SELLER shall (i) solicit or encourage inquiries or proposals with respect to the Property or any portion thereof, (ii) engage in any negotiations concerning the Property or any portion thereof, (iii) provide any confidential information to, or disclose this Agreement and/or its terms to, any third party or (iv) negotiate the sale of the Property, or any part thereof, with any person or entity.

(c) PURCHASER may enforce the provisions of this Section 18 at law or in equity, including by way of injunction.

19. NOTICE

All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, or (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

PURCHASER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
SELLER:	C/O ARREDONDO HOLDINGS
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net

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With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

20. GOVERNING LAW; PREVAILING ENTITY

(a) This Agreement shall be governed by the laws of the State in which the Property is located.

(b) In the event that any dispute arises in connection with this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including reasonable attorneys’ fees, in connection with any judicial or non-judicial dispute resolution.

21. ENTIRE AGREEMENT

All prior understandings and agreements between SELLER and PURCHASER are set forth in the Sovran Lease and this Agreement. This Agreement and the Sovran Lease completely expresses their full agreement.

22. NO ORAL CHANGE

This Agreement may not be amended or terminated orally. Any and all amendments to this Agreement must be in writing and signed by both SELLER and PURCHASER.

23. SUCCESSORS

This Agreement shall bind, and shall inure to the benefit of, SELLER and PURCHASER, and the respective distributees, executors, administrators, heirs, personal representatives, trustees, beneficiaries, successors and assigns of SELLER and PURCHASER.

24. COUNTERPARTS; CAPTIONS

This Agreement may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

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25. EMPLOYEES/BUILDING PLANS

For a period of two (2) years following the Commencement Date as defined in the Sovran Lease, PURCHASER shall not knowingly hire any one or more employees of (a) the owner of the Property (Babylon Project LLC) from whom SELLER acquired the Property, (b) Arredondo & Co. or (c) Westy. PURCHASER shall have no obligations or liabilities respecting any of the aforementioned employees. PURCHASER shall have no obligation whatsoever to hire any of the aforementioned employees. PURCHASER shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by PURCHASER at PURCHASER’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. PURCHASER will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

26. CONSTRUCTION AND OTHER PROVISIONS

(a) Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms “herein”, “hereof” and the like refer to this Agreement in its entirety and not to any specific section or subsection.

(b) If any provisions of this Agreement or any escrow instructions signed pursuant to this Agreement are held by a court of competent jurisdiction to be invalid, this determination shall not affect the validity of the remaining provisions of this Agreement.

(c) The waiver by one party of the performance of any agreement, condition, or obligation under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by that party of any other agreement, condition, or obligation under this Agreement. The waiver by either or both parties of the time for performing any act required by this Agreement shall not constitute a waiver of the time for performing any other act required to be performed at a later time.

27. TAX-DEFERRED EXCHANGE

PURCHASER understands that the transaction contemplated hereby may be part of SELLER’s tax-deferred exchange under Section 1031 of the Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with 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 connection with such tax-deferred exchange (a) PURCHASER shall not incur any cost or expense whatsoever, (b) 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 required to acquire title to any property other than the Property, (d) upon payment of the Purchase Price hereunder, PURCHASER shall be entitled to

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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 relieved or released from any liabilities or obligations hereunder.

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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
Farmingdale, New York 11735 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 updated title commitment and updated survey.

SCHEDULE A-1 TO PURCHASE AGREEMENT

[Legal Description]

ALL that certain plot, piece 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 (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 right having a radius of 25.00 feet, which curve connects said northerly side of Executive Boulevard with the easterly side of Executive Boulevard, a distance of 37.85 feet to said easterly side of Executive Boulevard;

RUNNING THENCE along said easterly side of Executive Boulevard, 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 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 prepared by Seller and Purchaser for attachment to the Bill of Sale

SCHEDULE “C” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “D” TO PURCHASE AGREEMENT

FORM OF BILL 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 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”:

1. All items listed in attached Schedule A;

2. To the extent assignable, all existing permits, approvals and licenses, including, without limitation, all use permits, variances, certificates of occupancy, building and other operating permits, franchise rights, construction permits, business registration and other occupancy permits, computer software licenses and other licenses related to or used in connection with the existing business operation on the Property; and

3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, alteration, maintenance and repair of the Property. Plans and specifications all specifically excluded from this assignment.

Notwithstanding anything to the contrary herein, and except as set forth in the Sovran Lease, Buyer is not assuming, nor is Buyer liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller’s (and each of those persons and entities comprising Seller) liabilities and obligations (a) not expressly assumed by Buyer and/or (b) arising or accruing prior to the date that Buyer acquires title to the Property.

Seller warrants that it owns the Personal Property in its entirety, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Personal Property free and clear of all such liens and encumbrances. Except for and subject to the representations and warranties set forth in the Lease dated as of             , 201     to which Seller and Buyer are parties, the Personal Property is being conveyed “As Is” and “With All Faults”, without any representations or warranties as to condition, merchantability or fitness for a particular purpose or otherwise.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed on this      day of             , 201    .

By:
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 201    , before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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SCHEDULE A TO BILL OF SALE

SCHEDULE “E” TO PURCHASE AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated             , 2013, by and between                      (“Assignor”) and SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Assignee”).

RECITALS

A. Assignor is the owner of real property located at One Executive Boulevard, Farmingdale, New York 11735 (“Premises”), which Premises have been leased by Assignor to Assignee pursuant to a lease dated             , 2013 (“Sovran Lease”).

B. The Premises are subject to the leases identified in attached Exhibit A (collectively “Leases”).

C. The Premises are affected by certain permits, licenses, approvals and certificates identified in attached Exhibit B (collectively “Permits”) granted by various governmental agencies which are necessary for the ownership, use and operation of the Premises.

D. The Premises are affected by certain contracts and agreements identified in annexed Exhibit C (collectively “Service Contracts”) relating to the ownership, use or operation of the Premises.

E. The Premises are affected by certain warranties and guaranties identified in attached Exhibit D (collectively “Guaranties”).

F. Assignee wishes to acquire any and all rights of Assignor under the Leases, Permits, Guaranties and Service Contracts, as well as Assignor’s telephone numbers and fax numbers.

NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

(1) Assignor hereby assigns, transfers and sets over to Assignee, and hereby ratifies and reaffirms the assignment by Assignor to Assignee in the Sovran Lease of, all of Assignor’s right, title and interest in, and Assignee hereby accepts the assignment of, the Leases, Permits, Service Contracts and Guaranties, as well as Assignor’s telephone numbers and fax numbers.

(2) Assignee hereby confirms assumption of all of the covenants, duties and obligations under the Leases, Permits and Service Contracts first arising after the Commencement Date of the Sovran Lease.

(3) This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(4) This Assignment shall not be construed against Assignee despite the fact that Assignee prepared it.

(5) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a single instrument.

(6) Assignor and Assignee shall execute and deliver to the other any further instruments of conveyance, sale, assignment or transfer as may be reasonably necessary to effect the purposes of this Assignment.

(7) This Assignment may be modified only in writing, signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the day and year first above written.

By:
	Name:
	Title:
SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., its general partner
By:
	Name:
	Title:

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[LEASES]

EXHIBIT B TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[PERMITS, LICENSES, CERTIFICATES]

Certificate(s) of Occupancy

EXHIBIT C TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Service Contracts)

EXHIBIT D TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Guaranties)

SCHEDULE “F” TO PURCHASE AGREEMENT

FORM OF CERTIFICATE AND INDEMNITY

The undersigned persons and entities (collectively “Seller”) hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”) that all sales taxes, excise taxes, use taxes, employment taxes and other taxes, if any (collectively “Taxes”) due from Seller and Seller’s predecessor in title in connection with the ownership and/or operation of the self storage facility known as Westy Self Storage located at                      (“Facility”) prior to the Commencement Date are current, including but not limited to any and all Taxes due in connection with (i) the sale of personal property such as inventory and merchandise, (ii) the furnishing of services, (iii) the leasing of outdoor parking spaces and (iv) the rents collected on self storage units. The undersigned hereby jointly and severally indemnify, defend and hold Buyer harmless from and against, and agree to reimburse Buyer for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, reasonable attorneys’ fees, disbursements, court costs and costs of appeal) in connection with the failure by Seller and Seller’s predecessors in title to pay any and all Taxes due in connection with the ownership and/or operation of the Facility, including subsections (i) through (iv) above, that were due and payable for the period of time prior to the Commencement Date (as that term is defined in the Lease between Buyer and the undersigned dated             , 2013).

By
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

SCHEDULE “G” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “H” TO PURCHASE AGREEMENT

FORM OF FIRPTA CERTIFICATE

Each person and entity comprising Seller shall execute a FIRPTA Certificate

SELLER’S CERTIFICATE UNDER

INTERNAL REVENUE CODE SECTION

1445 (FIRPTA)

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign entity. To inform the transferee (buyer) that withholding of tax is not required upon disposition of a U.S. real property interest, the undersigned hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (transferee) the following:

1.                      is a                      [limited liability company] [partnership] [corporation] [person] [trust] and is not a non-resident alien or foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) and is not a disregarded entity as defined in 26 CFR § 1.1445-2(b)(2)(iii).

2. The U.S. taxpayer identification number/social security number of                      is as follows:                     .

3. This certification may be disclosed to the Internal Revenue Service by the transferee, and any false statement made herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declare that the undersigned have examined this certification, and it is true, correct, and complete.

Dated:             , 2013

By:
	Name:
	Title:

Sworn to before me this

     day of             , 2013

Notary Public

EXHIBIT “C” TO LEASE

Property Information on each Property for new Operator (electronic copies – in pdf, excel and other format files where possible):

1. All, as of July 31, 2013, tenant occupancy agreements including phone numbers, addresses (and change of address cards) and email addresses and any tenant signed documents.

2. Service contracts: trash removal, lawn maintenance, auctioneer, energy contracts (if any).

3. Permits and/or last inspection report for building, elevator, fire inspections, etc.

4. Current business license.

5. Original site plan.

6. Existing surveys (if available); or site layout plan depicting each building and number of spaces in each.

7. Units mix of each building.

8. Certificate of occupancy for each building, land use permit, special use permit, zoning permit, variances, etc. (as applicable).

9. Environmental reports/property condition reports (if available).

10. May, June, July 2013 utility invoices (electric, water, phone, gas) with service provider phone numbers.

11. Registration account number for sales tax and state unemployment.

12. Monthly operating (income and expense) statements for 2012 and year to date 2013 (through July 31).

13. General ledger activity detail for all balance sheet and income and expense accounts for 2012 and year to date 2013 (through July 2013).

14. All property expense invoices for 2012 and year to date 2013 (through July 31).

15. Property management computer monthly summary reports for 2012 and year to date 2013 (through July 31).

16. Prior two years of financial statements - balance sheet and operating statements for 12/31/11 and 12/31/12.

17. Accounts receivable detail at 12/31/12 and year to date 2013 (through July 31).

18. Accounts payable detail at 12/31/12 and year to date 2013 (through July 31).

19. Schedule of prepaid tenant rents, security deposits, and supporting documentation at 12/31/11 and 12/31/12 and year to date 2013 (through July 31).

20. Merchant credit card monthly statements for 2012 and year to date 2013 (through July 31).

21. Current month to date bank deposits (August and September 2013).

22. Insurance invoice detailing liability, umbrella and worker compensation expense, and Certificate of Insurance evidencing all liability and property damage coverage.

23. Auction information for 2012 and year to date 2013 (through July 31), including amounts owed, recovered and all auction expenses.

24. Printout showing occupied and vacant units in order to complete lock check.

25. Carlos Arredondo to use good faith efforts to obtain bank statements for 2012 and 2013 to date.

EXHIBIT “D” TO LEASE

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT, made and entered into as of the      day of             , 2013, among SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership, 6467 Main Street, Buffalo, New York 14221 (“Sovran”), THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO, c/o ARREDONDO HOLDINGS, 35 FIELD POINT CIRCLE, GREENWICH, CONNECTICUT 06830 (each a “Trust” and collectively “Trusts”), CARLOS A. ARREDONDO, residing at                     , ELENA I. ARREDONDO, residing at                     , FABIOLA R. ARREDONDO, residing at                      and MARISA V. ARREDONDO, residing at                      (each an “Individual” and collectively “Individuals”).

RECITALS

WHEREAS, reference is made to a self storage facility (“Business”), located at One Executive Boulevard, Farmingdale, New York 11735 (“Site” or “Property”) and as more fully described in the lease between the Trusts and the Individuals (except Carlos A. Arredondo) as lessor and Sovran, as lessee, dated             , 2013 (“Lease”);

WHEREAS, Sovran has an option to purchase the Property under the Lease;

WHEREAS, Carlos A. Arredondo has been involved in the management and operation of the Business and, directly or indirectly, the Trusts and Individuals will benefit from the lease and possible sale of the Property to Sovran; and

WHEREAS, as an inducement to Sovran to lease the Property, the Trusts and the Individuals agree to enter into and comply with the terms of this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Non-Competition.

(a) The Trusts, and the Individuals hereby covenant and agree that, for four (4) years immediately following the commencement of the term of the Lease (“Term”), they will not themselves or through their Affiliates (as hereinafter defined) construct, expand, develop, renovate, lease (as landlord or tenant, other than a lease of a self storage unit for use as a self storage unit), sublease (as sublessor or sublessee), own, manage or operate a self-storage facility, or any facility similar thereto within a four (4) mile radius of the Site (“Radius”),

(b) An “Affiliate”, when used in this Agreement, shall mean any Person (as hereinafter defined) that directly or indirectly through one or more intermediaries controls, is controlled by or under common control with the Person specified. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract or otherwise. “Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture, trust, association, union or other entity or business organization.

(c) The Trusts and the Individuals shall not, and shall cause the Affiliates not to, solicit, contact or communicate with any tenant, subtenant or occupant of the Site, either orally or in writing, regarding matters set forth in Section 1(a) without first obtaining the prior written consent of Sovran.

(d) Notwithstanding anything to the contrary herein, this Agreement shall not prohibit the Trusts or the Individuals and their Affiliates from investing in stocks or funds or Persons, or taking employment with or providing services to Persons, unaffiliated with the Trusts and/or the Individuals, which stocks or funds or Persons may have interests in or operate self storage sites located within the Radius.

(e) This Agreement shall terminate in the event that Sovran terminates the Lease or the Lease is otherwise terminated. This Agreement shall remain in full force and effect in accordance with its terms if the Lease remains in effect, and shall survive and continue to remain in effect in accordance with its terms if Sovran exercises its purchase option under the Lease and subsequently acquires the Property.

2. Attorneys’ Fees. Should Sovran, the Trusts or any Individual employ an attorney or attorneys to enforce any of the provisions hereof or to protect their interests in any manner arising under this Agreement, or to recover damages for the breach hereof, the nonprevailing party shall pay to the prevailing party all reasonable costs, damages and expenses, including attorneys’ fees, disbursements and court costs expended or incurred in connection therewith.

3. Counterparts. This Agreement may be signed in counterparts, and shall be fully effective if the signatories execute this Agreement in separate counterparts.

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4. Assist. During the Term, the Trusts and the Individuals shall not take actions to circumvent the prohibitions of Section 1(a) of this Agreement.

5. Remedies. Sovran will suffer irreparable harm if this Agreement is breached. The parties hereto acknowledge and agree that it may be difficult or impossible to calculate and ascertain accurately or definitively the damages that would be sustained by Sovran as a result of a breach of this Agreement. The parties hereto agree that if Sovran should institute an action or proceeding to enforce the provisions hereof, Sovran shall be entitled to injunctive relief (in addition to all other remedies provided at law or in equity), and any party against whom such action or proceeding is brought hereby waives (a) the claim or defense that Sovran has an adequate remedy at law (and shall not urge in any action or proceeding the claim or defense that such a remedy at law exists) and (b) any requirement that Sovran post any bond in connection with obtaining such injunctive relief. Accordingly, Sovran shall have the right to seek a temporary restraining order and preliminary and permanent injunctions restraining and enjoining any one (1) or more of the Trusts, the Individuals and/or any family members of the Individuals as well as any Affiliate of any one (1) or more of the Trusts and/or any Individuals as the case may be, from initiating or continuing any breach of any provision of this Agreement, that such relief may be granted without the necessity of proving actual damages, and that, in connection with any such proceedings, the Trusts and the Individuals hereby waive the defense that Sovran has an adequate remedy at law. This provision with respect to injunctive relief shall not, however, diminish the right of Sovran to claim and recover damages in addition to injunctive relief. The obligations and liabilities of the Trusts and the Individuals hereunder shall be joint and several.

6. Severability; Validity. The invalidity or unenforceability of any one or more of the particular provisions of this Agreement shall not affect the enforceability of the other provisions hereof, all of which are inserted conditionally on their being valid in law, and in the event one or more provisions contained herein shall be invalid, this Agreement shall be construed as if such invalid provision had not been inserted; provided, however, that if such invalidity shall be caused by any value, any price, the length of any period of time, the size of any area, or the scope of activities set forth in any provision hereof, such value, price, period of time, area, or scope shall be considered to be adjusted to a value, price, period of time, area, or scope that would cure such invalidity. The parties hereto agree that the covenants and obligations contained in this Agreement are severable and divisible, that none of such covenants or obligations depends on any other covenant or obligation for its enforceability, that each such covenant and obligation constitutes an enforceable obligation, that each such covenant and obligation shall be construed as an agreement independent of any other provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such covenants or obligations. This Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. To the extent that any provisions of this Agreement shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation

- 3 -

of the foregoing, it is expressly agreed that should the duration of or geographic extent of, or business activities covered by, the non-competition agreement contained in Section 1 be determined to be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which may validly or enforceably covered.

7. Applicable Law. This Agreement shall be governed by the internal laws of the State in which the Property is located without regard to the principles of conflicts of laws. If this Agreement is found to be unenforceable against one or more of the parties hereto, it shall nevertheless remain enforceable against the remaining parties hereto.

8. Entire Agreement; Modifications. This Agreement embodies and constitutes the entire understanding between the parties with respect to the scope of the non-competition arrangement described herein, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought.

9. Inducement. This Agreement constitutes a portion of the inducement to Sovran in connection with the Lease. All of the parties hereto expressly agree that adequate consideration supports this Agreement. All of the parties hereto agree that the covenants and agreements herein contained are reasonable in geographic and temporal scope.

10. Captions. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

11. Interpretation. This Agreement has been thoroughly reviewed by the Trusts and the Individuals, and their counsel. This Agreement shall not be construed against Sovran despite the fact that its counsel may have prepared it.

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12. Notice. All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission, (b) e-mail or (c) on the day when delivered personally (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

BUYER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
THE TRUSTS AND:	C/O ARREDONDO HOLDINGS
THE INDIVIDUALS:	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

13. Enforcement. Any failure on the part of any party to this Agreement to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provisions as to future violations thereof nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties hereto are cumulative and the waiver by a party of a single remedy shall not constitute a waiver by any such party of its right to assert all other legal and/or equitable remedies available hereunder, or under law or equity.

14. Delegation. The Trusts and the Individuals may not delegate or assign any of their obligations set forth in this Agreement without the prior written consent of Sovran, and any such delegation or assignment is void. This Agreement shall be binding on the respective heirs, distributees, personal representatives, successors and assigns of the parties hereto, and shall inure to the benefit of, and be enforceable by, their respective heirs, distributees, personal representatives, successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By: SOVRAN HOLDINGS, INC., its general partner
By:
	Name:	Date
	Title:
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:
	Name:	Date
	Title:

- 6 -

TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:
	Name:	Date
	Title:
Elena I. Arredondo		Date
Fabiola R. Arredondo		Date
Marisa V. Arredondo		Date
Carlos A. Arredondo		Date

- 7 -

STATE OF NEW YORK	)
	) SS.:
COUNTY OF ERIE	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of             in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 8 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 9 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 10 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

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EXHIBIT “E” TO LEASE

FORM OF LETTER TO BE DELIVERED BY CURRENT OWNER/MANAGER TO TENANTS

EXHIBIT E

Dear Customer,

As you may know, there are seventeen (17) Westy Storage Centers. Effective November 1, 2013, four (4) of these centers – that is, Danbury, Milford, Hicksville and Babylon – will not be operated by Westy. These centers will be renamed as New Operator Name and will be managed by them. Your Occupancy Agreement has been assigned to New Operator Name effective November 1, 2013. New Operator Name is, at this time, writing you to give you details of their services.

New Operator Name has agreed that they will not increase your rent for two (2) years from the time you moved in or from your latest rent increase, whichever is later. There is no rent guarantee beyond that. As the new Manager does not require security deposits, we are herein returning your security deposit.

It has been a privilege servicing you and we wish you every happiness and success.

John A. Arredondo

Director of Operations

Farmingdale, NY

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE (the “Amendment”) is made as of the 13th day of September, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

WHEREAS, Lessor and Lessee, entered into that certain Lease dated as of August 7, 2013 (the “Lease”) for the premises known as One Executive Boulevard, Farmingdale, New York 11735 (the “Premises”) as more particularly described in the Lease;

WHEREAS, the parties desire to modify the terms of the Lease as hereinafter described. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Lease.

NOW, THEREFORE, for good and valuable consideration, receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Schedule A to Exhibit B of the Lease is hereby amended by replacing it with Exhibit 1 attached hereto.

2. The Contracts that are to be assigned to Lessee and assumed by Lessee are set forth on Exhibit 2 attached hereto.

3. The Inspection Period is hereby extended through 6:00 p.m. Eastern Time on September 27, 2013.

Farmingdale, NY

4. To the extent that the Survey includes an “as surveyed” metes and bounds legal description or descriptions prepared by Lessee’s surveyor, such “as surveyed” legal description or descriptions shall be deemed to be included in the Lease, and shall be included in the Memorandum of Lease, in all circumstances without any representation or warranty as to completeness or accuracy thereof from Lessor, as descriptions of the Premises along with the record legal description of the Premises that is currently attached to the Lease as Exhibit A.

5. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same instrument. Except as specifically modified and amended by this Amendment, there are no other changes or modifications to the Lease and all of the terms, covenants and conditions of the Lease, as modified and amended by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in full force and effect.

[SEE NEXT PAGE FOR SIGNATURES]

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Farmingdale, NY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ Paul T.Powell
	Name:	Paul T.Powell
	Title:	Executive Vice President of Real Estate
		Investment
By:	/S/ Michael Rogers
	Name:	Michael Rogers
	Title:	Vice President - Real Estate Operations
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola Raquel Arredondo
	Name:	Fabiola Raquel Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee

TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee
/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

Exhibit 1

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	$	17,950,000	$	5,000	$	7,695,000
One Executive Boulevard
Farmingdale, New York 11735
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 updated title commitment and updated survey.

Exhibit 2

CONTRACTS

Comprehensive Facilities Services Agreement dated January 1, 2013 by and between Hughes Environmental Engineering and Arredondo & Company, with respect to the Premises and the Milford, Danbury, and Hicksville properties, only.

Agreement dated January 1, 2008 by and between Arredondo & Co. LLC (D.B.A.) Westy Self Storage and ThyssenKrupp Elevator Corporation, with respect to the Premises and the Milford, Danbury, and Hicksville properties, only.

Planned Lighting Maintenance Agreement dated January 1, 2013 by and between Efficient Lighting Maintenance Inc. and Westy Self Storage/Arredondo & Co. LLC, with respect to the Premises and the Milford, Danbury, and Hicksville properties, only.

Music Service Agreement dated January 1, 2007, by and between Westy’s Storage and Muzak LLC, with respect to the Premises and the Milford, Danbury, and Hicksville properties, only.

Generator Maintenance Service Agreement dated December 28, 2012, by and between Power Performance Industries “P.P.I.” and Arredondo & Co. LLC d/b/a Westy’s, with respect to the Premises and the Hicksville property only.

Agreement dated January 18, 2013, by and between Westy’s New York, Inc. and Nations Roof.

Inspection and Service Agreement dated May 16, 2013, by and between Red Hawk Fire & Security and Westys Storage Center.

Service Contract dated March 25, 2013, by and between Greenwood Landscape Construction Corp. and Westy Storage Centers [irrigation].

Service Contract dated March 25, 2013, by and between Greenwood Landscape Construction Corp. and Westy Storage Centers [landscaping maintenance].

Service Agreement dated June 18, 2012, by and between Optimum Lightpath and Arredondo & Co LLC / DBA Westy Storage Ctr.

Service Agreement dated May 8, 2008, by and between Eagle Sanitation, Inc. and Westy Storage Centers.

Farmingdale, NY

SECOND AMENDMENT OF LEASE

THIS SECOND AMENDMENT OF LEASE (the “Amendment”) is made as of the 27th day of September, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

WHEREAS, Lessor and Lessee, entered into that certain Lease dated as of August 7, 2013 (the “Original Lease”), as amended by that certain First Amendment of Lease dated as of September 13, 2013 (the “First Amendment”, and together with the Original Lease, the “Lease”) for the premises known as One Executive Boulevard, Farmingdale, New York 11735 (the “Premises”) as more particularly described in the Lease;

WHEREAS, the parties desire to modify the terms of the Lease as hereinafter described. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Lease.

NOW, THEREFORE, for good and valuable consideration, receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Notwithstanding anything to the contrary set forth in Section 5.4 (iii)(y) and 5.6 of the Original Lease, Lessor and Lessee hereby agree that Lessor and/or Lessee will execute any customary and reasonable IDA Documents provided that such IDA Documents will not (a) transfer Lessor’s fee title to the IDA or (b) encumber Lessor’s title to the Premises in such a way that would negatively affect the marketability of title to the Premises other than a sublease and sub-sublease arrangements with the IDA; such sublease and sub-sublease to be automatically subordinate to the Lease and to provide for automatic termination of such sublease and sub-sublease in the event of termination of the Lease.

2. Section (h) of paragraph 5.5 of the Lease is hereby revised in its entirety to read as follows: “(h) following an update of the status of title through the Commencement Date, Lessee having obtained a leasehold title insurance policy, and the IDA having obtained a leasehold title insurance policy, such policy being effective and paid for by Lessee as of the Commencement Date without any additional liens, encumbrances or exceptions beyond what was disclosed in the initial commitments of title issued to Lessee and the IDA”.

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same instrument. Except as specifically modified and amended by this Amendment, there are no other changes or modifications to the Lease and all of the terms, covenants and conditions of the Lease, as modified and amended by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in full force and effect.

[SEE NEXT PAGE FOR SIGNATURES]

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Farmingdale, NY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate
		Investment
By:	/S/ Michael Rogers
	Name:	Michael Rogers
	Title:	Vice President - Real Estate Operations
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee

TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee
/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

EX-10.20

Exhibit 10.20

LEASE

AGREEMENT OF LEASE, made this 7th day of August, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee covenant and agree as follows:

1. PREMISES

1.1 Lessor, in consideration of the Rent (as hereinafter defined) and of the covenants, conditions and agreements herein contained, and in consideration of a non-refundable $500 payment to be made by Lessee to Lessor following the full execution of this Lease, does hereby lease unto Lessee, and Lessee does hereby lease from Lessor, real property consisting of land, and all buildings and improvements, including 101,488± square feet of indoor self storage space, owned by Lessor and located at 15-19 Kenosia Avenue and 21-25 Kenosia Avenue, Danbury, Connecticut 06801, which real property is legally described in attached Exhibit “A” (collectively “Premises”). Lessee may utilize any personal property located on the Premises at no charge. Lessor and Lessee acknowledge and agree that as of the Commencement Date (as hereinafter defined) Lessee shall have the full and exclusive right to use, occupy, possess, operate and control the Premises, including the entire self storage facility on the Premises, subject to the Leases (as hereinafter defined) and covenants, easements and agreements of record (which covenants, easements and agreements may be raised by Lessee as title objections pursuant to Section 8 hereof).

1.2 This Lease is contingent upon Lessee entering into three (3) other leases involving self storage properties located at One Executive Boulevard, Farmingdale, New York, 65 West John Street, Hicksville, New York and 1525 Boston Post Road, Milford, Connecticut. See also Section 5.7 of this Lease.

2. USE OF PREMISES

Lessee is hereby granted the right to use the Premises during the Term (as hereinafter defined) for the following purposes, and for no other purposes without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed: Use and operation of a self storage facility, and all incidental, ancillary and related uses, including but not limited to offices, sales of customary self storage merchandise and the leasing of vehicles, vans and trucks. Subject to compliance with applicable governmental regulations and receipt of Lessor’s consent which shall not be unreasonably withheld, conditioned or delayed, Lessee may also sublease portions of the Premises for purposes such as billboards and cell communications without violating this Section 2.

3. TERM/LEASES/LIABILITIES

3.1 The term of this Lease shall be for a period of fifteen (15) years and two (2) months (“Term”) commencing on November 1, 2013 (“Commencement Date”) and expiring on December 31, 2028, subject to the contingencies set forth in Section 5.4 hereof.

3.2 Lessee shall be responsible for and shall obtain any and all licenses and permits which may be necessary or required for Lessee’s use, occupancy and operation of the Premises as a self storage facility, provided however, from and after the Commencement Date, Lessee shall have the benefit of any licenses, permits, variances, approvals and certificates, including all certificates of occupancy, if any, with respect to the Premises in existence as of the date hereof (each a “Permit” and collectively “Permits”).

3.3 Lessor hereby assigns to Lessee effective as of the Commencement Date, all of the self storage leases, occupancy agreements, rental agreements pertaining to the Premises (each a “Lease” and collectively “Leases”), and the right to receive all rents, additional rents and other sums due under the Leases. Beginning as of the Commencement Date, Lessee shall have the right to enter into new leases/subleases, occupancy agreements and rental agreements (all of which will become part of the Leases) with respect to the Premises consistent with Lessee’s commercially reasonable practice, including the use of Lessee’s standard form of self storage lease.

3.4 Lessor hereby assigns to Lessee effective as of the Commencement Date, and Lessee shall assume as of the Commencement Date, the existing service contracts of Lessor including those existing service contracts of the current owner and/or current manager of the Premises that (i) were assigned to and assumed by Lessor or (ii) Lessor acquired the Premises subject to (each a “Contract” and collectively “Contracts”) provided that (a) Lessor has provided Lessee with complete copies of, and all amendments to, all of the Contracts (it being agreed that Lessee shall not be obligated to assume any Contract that Lessee has not received) and (b) Lessee’s assumption of Contracts shall be only with respect to those obligations under the Contracts

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which first arise from and after the Commencement Date. Lessor and Lessee shall indemnify one another respecting the Contracts assigned to and assumed by Lessee pursuant to Section 3.7 hereof. Promptly following the full execution hereof, Lessor and Lessee shall review all of the Contracts.

3.5 Lessee shall not be obligated to assume or be responsible for the obligations under the existing management agreements affecting the Premises. Lessor shall use good faith efforts to terminate the existing management agreement for the Premises, which termination shall be effective no later than the Commencement Date.

3.6 Lessor shall use good faith commercially reasonable efforts to remove all Westy signage at the Premises, as well as all Westy-branded inventory by, and the removal of the same shall be a condition precedent to the occurrence of, the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). To the extent that Westy signage and/or Westy-branded inventory has not been removed from the Premises by the Commencement Date, Lessee may remove the same. Lessee shall not use any Westy-branded forms or Westy manuals. Upon the Commencement Date, Lessee shall have the right to retain and use the local telephone numbers and fax numbers currently used at and for the Premises, to the extent same may be transferred to Lessee. Prior to the Commencement Date, Lessor shall ensure that all references to the Premises are removed from any existing internet website of Lessor, Lessor’s predecessor in title (Danbury Project LLC), Arredondo & Co., and any manager of the Premises, including the website known as http://www.westy.com and all other websites used for the Westy storage business, as provided in the agreement pursuant to which Lessor will be acquiring the Premises. Lessor shall cooperate reasonably with Lessee in connection with the transfer by Lessor to Lessee of customer lists and related information respecting the tenants of the Premises, all of which shall be a condition precedent to the occurrence of the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). Lessor shall not transfer to Lessee any of Lessor’s or Westy’s forms, manuals, intellectual property, trade secrets, computer software or any drawings, plans or specifications regarding building construction; provided, however, that copies of such drawings, plans and specifications, to the extent in Lessor’s possession, shall be provided by Lessor to Lessee prior to the Commencement Date for informational purposes only, except as necessary to operate, repair and maintain the Premises. Attached hereto as Exhibit E is a notice that is to be sent or delivered by Danbury Project LLC, Arredondo & Co., Westy or any manager of the Premises to the tenants of the Premises. As of the Commencement Date, Lessee may also send notices and/or letters to tenants of the Premises advising the tenants of Lessee’s interest in the Premises and that rents shall be sent to Lessee, and Lessee shall provide a draft of such letter to Lessor at least five (5) business days prior to the date that Lessee intends to send or deliver such letter to tenants of the Premises (which letter must be reasonably acceptable to Lessor).

3.7 Lessee shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for any liabilities or obligations of Lessor (or any person or entity comprising Lessor) of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, and Lessor shall remain solely responsible for, all liabilities and obligations of Lessor respecting the Premises, the Leases, the Permits, the Contracts, and Lessor’s telephone numbers, fax numbers and yellow page advertisements that (a) exist as of, or that accrued prior to, the Commencement Date, including but not limited to all utility charges and taxes (such as, without limitation, real property

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taxes, sales tax, excise taxes and use taxes) and (b) are not expressly assumed by Lessee hereunder (each an “Excluded Liability” and collectively the “Excluded Liabilities”). Lessee shall only be responsible for obligations first arising from and after the Commencement Date under any Permit, Contract or Lease that are expressly assigned to and expressly assumed by Lessee hereunder (“Assumed Obligations”). The Assumed Obligations shall not include any obligation or liability of Lessor (or any person or entity comprising Lessor or any predecessor Lessor) arising out of any breaches or defaults by Lessor (or any person or entity comprising Lessor) under any of the Permits, Contracts or Leases, or arising out of any obligation which Lessor (or any person or entity comprising Lessor or any predecessor of Lessor) were to have performed or discharged thereunder prior to the Commencement Date. Lessee shall indemnify and defend Lessor and shall hold Lessor harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of breaches by Lessee of Assumed Obligations which occur on or after the Commencement Date. Lessor shall indemnify and defend Lessee and shall hold Lessee harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of (A) breaches of obligations under the Permits, Contracts and Leases arising before the Commencement Date and (B) the Excluded Liabilities. The obligations in this Section 3.7 shall survive the expiration of the Term or earlier termination of this Lease.

3.8 Upon the expiration of the Term or earlier termination of this Lease (a) Lessee shall quit and surrender the Premises to Lessor, broom clean, in good order and condition as required by the Lease, (b) Lessee shall remove from the Premises all of Lessee’s personal property and (c) all Permits, Contracts (that were assumed by Lessee) and Leases shall automatically be deemed to have been reassigned by Lessee to Lessor, and assumed by Lessor, without any further action (provided that Lessee at Lessor’s request shall deliver a written confirmation of such reassignment to Lessor).

3.9 Until the Commencement Date, Lessor shall use good faith commercially reasonable efforts to (and if Lessor is not the owner of the Premises, Lessor shall request such owner and any manager to) continue to operate the Premises as a self storage facility in the ordinary course of commercially reasonable business consistent with past practice. It shall be a condition precedent to the occurrence of the Commencement Date (which condition precedent may be waived by Lessee, and only by Lessee) that subsequent to the expiration of the Inspection Period neither Lessor nor any of the persons or entities comprising Lessor shall (and Lessor shall request that the current owner and manager of the Premises not) to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion (a) enter into any new leases, rental agreements or occupancy agreements affecting the Premises (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (b) sell, or enter into any leases affecting, any of the personal property at the Premises, (c) terminate or modify any Leases (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (d) enter into any one (1) or more power purchase agreements, energy contracts or similar agreements (collectively “Power Purchase Agreements”), (e) enter into any new service contracts that cannot be terminated on 30 days or less notice without penalty or premium, (f) modify or terminate any Permits or Contracts assumed by Lessee, (g) apply for any variance, certificate, permit, approval, or a change of the present zoning classification of the Premises or

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(h) create, permit or allow any encumbrance on the Premises (the term “encumbrance” shall include, without limitation, any lien, claim, option, right of first refusal, right of first offer, encroachment, right-of-way, easement, covenant, condition, restriction, mortgage, deed of trust, assignment of rents, judgment or mechanic’s lien). If Lessor (or any person or entity comprising Lessor) becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the expiration of the Inspection Period, Lessor shall provide prompt written notice to Lessee (“Lessor’s Notice”). If Lessee becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the Commencement Date via Lessor’s Notice or otherwise, Lessee may terminate this Lease on written notice to Lessor by the later of (i) the end of the Inspection Period or (ii) five (5) business days following either Lessee’s receipt of Lessor’s Notice or Lessee’s becoming aware of any one (1) or more of the aforementioned (a) through (h) events. In the event that between the expiration of the Inspection Period and the Commencement Date, the Premises are not operated as a self storage facility, in the ordinary course of commercially reasonable business consistent with past practice in accordance with this Section 3.9, or in the event that any one (1) or more of subsections (a) through (h) in this Section 3.9 occurs to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion, Lessee may terminate this Lease on written notice to Lessor on or prior to the Commencement Date, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorney’s fees) as its sole and exclusive remedy.

3.10 Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, neither the Premises (nor any portion thereof) may be listed or offered for sale or lease by Lessor (or any person or entity comprising Lessor, or any agent of any of them), nor may any third party offer involving all or any portion of the Premises be sought or solicited by Lessor (or any person or entity comprising Lessor, or any agent of any of them), until after the expiration of the Option Period (provided that Lessee has not exercised the Purchase Option). Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, until the Option Period expires (provided that Lessee has not exercised the Purchase Option), neither Lessor nor any person or entity comprising Lessor, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease (except as expressly provided herein), agreement, offer or contract respecting the Premises. If Lessee exercises the Purchase Option and pending closing thereunder, neither Lessor nor any person or entity comprising Lessor shall undertake any one (1) or more of the actions described in this Section 3.10.

3.11 Lessee has no right to extend the Term of this Lease.

3.12 In the event Lessee remains in the Premises beyond the expiration of the Term, or beyond an earlier termination of this Lease, such holding over shall not constitute a renewal of this Lease or an extension of the Term and Lessee will pay Lessor for each month and for each portion of any month during which Lessee holds over in the Premises after expiration or sooner termination of the Term of this Lease a sum equal to two (2) times the Rent and additional rent which was payable during the last month of this Lease. The aforesaid obligations shall survive the expiration or sooner termination of the Term of this Lease.

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4. RENTAL

In consideration of the Premises and the Purchase Option (as hereinafter defined), Lessee covenants and agrees to pay to Lessor, without demand, set-off or deduction whatsoever, annual rent in the amount of $1,412,500 to be paid monthly in the amount of $117,708.33 per month (“Rent”) beginning on the Commencement Date. Beginning January 1, 2015, Rent shall increase by four percent (4%) per year, calculated on a cumulative and compounded basis. Rent shall be payable in advance on or before the first day of each month, from the Commencement Date through the end of the Term. Rent payments shall be sent to, and shall be made payable to, Arredondo Holdings, 35 Field Point Circle, Greenwich, Connecticut 06830. At the request of Lessor, Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Lessor. The Rent payable hereunder shall be in addition to all other payments to be made by Lessee as hereinafter provided.

5. OPTION TO PURCHASE/DUE DILIGENCE/CONTINGENCIES

5.1 Provided Lessee is not in default beyond expiration of any applicable grace, notice and cure periods, Lessee shall have the exclusive option from and after November 2, 2014 through June 2, 2016 (“Option Period”) to elect to purchase the Premises and the personal property therein (“Purchase Option”), in Lessee’s sole discretion, at and for a purchase price equal to $28,250,000. Lessee may exercise the Purchase Option by providing written notice to Lessor on or before June 2, 2016 but in no event sooner than November 2, 2014. In the event that Lessee exercises the Purchase Option (a) the closing shall occur on or about ninety (90) days following the date of Lessee’s exercise of the Purchase Option; provided, however, that the closing shall occur no earlier than February 2, 2015 and (b) the terms of purchase and sale set forth in attached Exhibit “B” shall automatically govern and be binding upon Lessor and Lessee (“Purchase Agreement”). In the event that Lessee exercises the Purchase Option, this Lease will be deemed to have expired on the date that Lessee acquires title to the Premises and the personal property therein, and all obligations under this Lease shall terminate except for those that expressly survive termination hereof and expiration of the Term. The Purchase Option shall run with the Premises, and shall bind all successors, assigns, heirs, distributees, executors, administrators, personal representatives, trustees, beneficiaries, grantees, mortgagees and transferees of Lessor. If prior to or after the exercise of the Purchase Option by Lessee, for any reason (including without limitation the acts or omissions Lessor, parties claiming by or through Lessor and/or the current owner or current manager of the Premises but excluding acts or omissions of Lessee) the Purchase Option is or becomes unenforceable, or if the Purchase Option is deemed to be inferior in priority to any subsequent holder of an interest in the Premises or any part thereof (such as any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises) or if any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises (or any part thereof) are not fully bound by the Purchase Option (for example, if the unenforceability, subordination, extinguishment, potential extinguishment or non-binding nature of the Purchase Option arose out of any sale, conveyance, lease, transfer or mortgage of all or any part of the Premises), Lessee may specifically enforce its right to exercise the Purchase Option and its right to compel and specifically enforce the transfer and conveyance of the

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Premises and personal property to Lessee; provided, however, if either or both of the aforementioned specific performance remedies are not enforceable or are otherwise unavailable to Lessee, Lessee may terminate this Lease by providing written notice to Lessor. Nothing in this Section 5.1 (or elsewhere in this Lease) shall be construed to be a waiver by Lessee of any of Lessee’s rights or remedies with respect to the Purchase Option, in law or equity, and Lessee fully reserves all of its rights and remedies; provided, however, Lessee may only sue Lessor for damages if Lessor made the remedy of specific performance unavailable by Lessor’s act or acts.

5.2 Beginning upon the date of full execution and delivery hereof, Lessee shall have until 11:59 p.m. Eastern Time on September 16, 2013 (“Inspection Period”) within which to conduct at its sole cost and expense due diligence investigations, inspections and reviews of the Premises, the scope of which Lessee shall determine. On prior notice to Lessor, Lessee shall be allowed to enter and access the Premises and, subject to the provisions of this Lease, the right to review all due diligence information described herein even if Lessor does not own the Premises or the due diligence information; and Lessor hereby agrees to indemnify, defend and hold Lessee harmless from and against any and all claims by the current owner and/or current manager, including damages, liabilities, losses and expenses (including attorney’s fees) arising out of Lessee’s entry upon the Premises and review of the due diligence materials. In regard to Lessee’s surveyors having access to the Premises, Lessee will instruct the surveyors to contact Lessor’s counsel and/or Carlos A. Arredondo for purposes of accessing the Premises, and such access shall not be delayed. The effectiveness of this Lease is contingent upon Lessee satisfying itself (in Lessee’s sole and absolute discretion) that the Premises are acceptable to Lessee, including (without limitation) that all of the information (including financial information) received by Lessee respecting the Premises is acceptable to Lessee. Lessee may inspect the Premises to conduct its due diligence review. On prior notice to Lessor, Lessee and its agents, contractors and employees shall have access to the Premises (and all records and other information related to the Premises as set forth on Exhibit C shall be made available to, or shall be provided to, Lessee by Lessor). The examinations shall be conducted during business hours, from time to time, and subject to the rights of tenants, and shall not under any circumstances compromise or affect the structural integrity of the Premises. Lessee may have the Premises surveyed without Lessor’s prior approval. Lessee must obtain Lessor’s prior written approval of the scope and method of any physically intrusive environmental inspection, testing or investigation of the Premises (other than a Phase I environmental inspection which Lessee may obtain in its sole discretion) including, without limitation, any inspection which would involve taking subsurface borings or related investigations, and any inspection which would alter the physical condition of the Premises. Lessor and its representatives, agents, and/or contractors shall have the right to be present during any testing, investigation, or inspection of the Premises. In no event shall Lessee or any of its agents, representatives or independent contractors contact any tenant at the Premises, any governmental agencies having jurisdiction over the Premises (except for a status of notices of violations, if any, and a confirmation of the zoning status of the Premises by Lessee and/or through a zoning report Lessee may order from Bock & Clark, and the existence of the certificates of occupancy or their equivalent), or Lessor’s vendors directly without Lessor’s prior written approval. Lessor shall provide to Lessee the information on Exhibit “C” attached hereto (in Lessee’s Buffalo, New York office Attention: Sandra L. Herberger), electronically or by hard copy within one (1) business day after receipt of the same from the current owner, which information Lessor shall seek and demand as soon as Lessor has the right to do so.

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5.3 Lessor shall provide reasonable cooperation with respect to Lessee’s investigations, inspections and reviews hereunder. If the Premises (or any investigation, inspection or review conducted by Lessee hereunder) is unsatisfactory to Lessee, in Lessee’s sole and absolute discretion, Lessee may (for any reason or no reason) terminate this Lease by providing written notice to Lessor prior to the end of the Inspection Period, TIME BEING OF THE ESSENCE. Lessor’s failure to deliver to Lessee any of the above items within the period provided shall not result in the extension of the Inspection Period, and Lessee’s sole remedy therefor shall be Lessee’s right to terminate this Lease by delivering written notice thereof to Lessor on or prior to the expiration of the Inspection Period. All information provided by Lessor to Lessee or obtained by Lessee relating to the Premises in the course of Lessee’s review, including, without limitation, any environmental assessment or audit, if any (collectively, the “Reports”) shall be treated as confidential information by Lessee and Lessee shall instruct all of its employees, agents, representatives, and contractors (collectively, “Lessee Representatives”) as to the confidentiality of all such information. Unless and until Lessee acquires title to the Premises, Lessee shall maintain the confidentiality of such information, and shall require Lessee Representatives not to disclose any such information to any other party. Lessor shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief in the event of any such breach or threatened breach. Notwithstanding the foregoing, the confidentiality requirement set forth above shall not apply to (a) information already in the public domain, (b) information already disclosed to others as non-confidential by Lessor, the current owner of the Premises, the current manager of the Premises or any agent or employee of any of them or (c) information that must be disclosed pursuant to applicable law, order or governmental demand. Lessee may share all information and Reports with its attorneys, brokers, insurers, title insurers, surveyors, accountants, lenders and other consultants provided Lessee informs them of the confidential nature of this information.

5.4 Lessor intends to acquire the Premises from Danbury Project LLC on or before the Commencement Date. Lessee’s obligations under this Lease are expressly subject to, conditioned upon and contingent upon (a) Lessor (and only Lessor) acquiring and holding insurable fee simple title to the Premises as of the Commencement Date; (b) Lessor’s acquisition of the Premises and the personal property therein having been duly authorized by the entity that conveyed the same to Lessor; (c) Lessor furnishing Lessee by the Commencement Date with all necessary approvals, consents and resolutions of the trustees of each trust entity comprising Lessor authorizing the transactions contemplated hereby; (d) Lessor furnishing Lessee with a Non-Disturbance Agreement (as hereinafter defined) by the Commencement Date from all parties holding a Mortgage (as hereinafter defined) encumbering the Premises; (e) all management agreements affecting the Premises having been terminated prior to the Commencement Date; (f) Lessor having cured by the Commencement Date all title objections raised by Lessee that Lessor agrees to cure pursuant to Section 8 hereof, and there having been no change in the status of title to the Premises between the date that Lessee approves of the status of title (if at all) pursuant and subject to Section 8 hereof and the Commencement Date; (g) Lessor having delivered to Lessee the Non-Competition Agreement (as hereinafter defined), the Settlement Statement (as hereinafter defined) with adjustments as of the Commencement Date once prepared and delivered by Lessee’s title insurer and approved by Lessor and Lessee, and the Memorandum of Lease (as hereinafter defined) no later than the Commencement Date, (h) following an update of the status of title through the Commencement Date, Lessee having obtained a leasehold title insurance policy being effective and paid for by Lessee as of the

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Commencement Date without any additional liens, encumbrances or exceptions beyond what was disclosed in the initial commitments of title issued to Lessee and (i) if the current owner and/or current manager of the Premises delivers to Lessor an updated rent roll, which Lessor shall promptly request from the current owner and current manager of the Premises, Lessor having delivered to Lessee a rent roll certificate, attached to which is a current rent roll, pursuant to which Lessor certifies to Lessee, to Lessor’s knowledge, that the rent roll is accurate and that there are no other tenants at the Premises except those set forth on such rent roll, and a certificate certifying that all of the representations and warranties of Lessor under this Lease are true and correct in all material respects on and as of the Commencement Date except as modified hereby. The aforementioned contingencies are for the exclusive benefit of Lessee, and may be waived by Lessee only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by Lessee in writing (it being understood that subsection (a) of this Section 5.4 respecting Lessor’s ownership of the Premises cannot be waived), Lessee may terminate this Lease by providing written notice to Lessor no later than three (3) business days after the Commencement Date but prior to occupancy of the Premises by Lessee, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

5.5 It is the parties’ understanding that Lessor intends to acquire the Premises no later than November 1, 2013, and that the Commencement Date will be November 1, 2013. The Commencement Date shall be adjusted to the date that Lessor acquires the Premises if such acquisition occurs after November 1, 2013; provided, however, if Lessor has not acquired fee title to, and has not delivered possession of the Premises to Lessee by, January31, 2014, Lessee may terminate this Lease on written notice to Lessor, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees). If Lessor shall be unable to deliver possession of the Premises on the date anticipated for the commencement of the Term hereof (i.e. November 1, 2013) because Lessor through no fault of Lessee has not acquired fee title to the Premises, Lessor shall not be subject to any liability, nor shall the validity of this Lease nor the obligations of Lessor or Lessee hereunder be thereby affected, but the rent payable hereunder shall be abated and the Commencement Date extended to the date that Lessor has acquired title to the Premises and given Lessee possession thereof. If by reason of such delay, the Term of this Lease shall commence subsequent to such anticipated Commencement Date of November 1, 2013, the Term of this Lease shall not be deemed extended for the same period and shall expire on December 31, 2028. Notwithstanding the foregoing, and for purposes of avoiding any ambiguity, Lessee may terminate this Lease upon written notice to Lessor in the event that Lessor has not acquired fee title to, and has not delivered Lessee possession of, the Premises by January 31, 2014, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

5.6 It is clearly understood that this Lease is completely net on the part of Lessor with no right of offset on the part of Lessee. It is agreed that all costs, expenses and charges of every

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kind and nature whatsoever relating to the Premises which first may arise or first become due during the Term of this Lease including, without limitation, those relating to the maintenance, preservation, care, repair, replacement and operation of the Premises (including, without limitation, all costs, expenses and charges for water, sewer, natural gas, electricity, telephone and any other utility used upon or furnished to the Premises) shall be paid and/or performed by Lessee, at Lessee’s sole cost and expense, provided that Lessee shall have no obligation to make any capital repairs or replacements to the buildings, improvements or mechanical systems located at or on the Premises prior to the Commencement Date. All taxes, charges, costs and expenses which Lessee is obligated to pay under any provisions of this Lease together with all interest and penalties that may accrue thereon in the event of Lessee’s failure to pay the same as herein provided, all other costs and expenses for which Lessee is responsible hereunder, which Lessor may suffer or incur, and any and all other sums which may become due, by reason of any default of Lessee or failure on Lessee’s part to comply with the agreements, terms, covenants and conditions of this Lease on Lessee’s part to be performed, and each or any of them, shall be deemed to be additional rent and, in the event of non-payment, Lessor shall have the rights and remedies provided herein in the case of non-payment of Rent.

5.7 Lessee may not terminate this Lease under any circumstances without also simultaneously terminating the other three (3) leases referred to in Section 1.2 hereof, and any termination of this Lease by Lessee shall be deemed to be a termination of the other three (3) leases. Lessee may exercise the Purchase Option only if it also exercises the purchase options under the other three (3) leases referred to in Section 1.2 hereof, and the closings of the sales of all four (4) transactions shall occur simultaneously.

6. LESSOR’S WARRANTIES, REPRESENTATIONS AND COVENANTS

6.1 Lessor warrants, represents and covenants to Lessee as follows as of the Commencement Date:

(a) To Lessor’s knowledge, no portion of the Premises is in violation of (i) any law, statute, ordinance, rule, code, regulation or order (including but not limited to zoning ordinances, building codes, Americans with Disabilities Act, or similar state or local law, or Environmental Laws, as hereinafter defined) or (ii) any covenant, easement, right of way or restriction affecting all or any portion of the Premises, which would have a material adverse effect on the operation of the Premises as a self storage facility.

(b) No person or entity comprising Lessor has received any written notice of, nor is there pending, any condemnation proceeding (or transfer in lieu thereof) or foreclosure proceeding (or transfer in lieu thereof) affecting the Premises or any part thereof.

(c) Other than with respect to payment of interest on security deposits, no person or entity comprising Lessor has received any written notice of, nor is there pending, any litigation, claim, action or proceeding against Lessor or any person or entity comprising Lessor, or involving the Premises or any Lease, Contract or Permit, which would have a material adverse effect on the operation of the Premises as a self storage facility.

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(d) To Lessor’s knowledge, no Hazardous Materials (as hereinafter defined) are present at, in, on or under the Premises, or any part thereof. No person or entity comprising Lessor has received any notice of or information reflecting any violation of Environmental Laws related to the Premises (or any portion thereof) or the presence or release of Hazardous Materials on or from the Premises (or any portion thereof). No clean up, investigation, remediation, administrative order, consent order, agreement or settlement is in existence with respect to the Premises or any part thereof nor, to the knowledge of Lessor, is any such investigation, remediation, administrative order, consent order, agreement or settlement threatened, planned or anticipated. No person or entity comprising Lessor has engaged in or permitted any release, spill, generation, disposal, storage or handling of any Hazardous Materials on the Premises, or any part thereof. There are no underground storage tanks located on, in or under the Premises. Lessor will give immediate oral and written notice to Lessee of Lessor’s receipt of any notice involving a violation, threat of violation or suspected violation of any one (1) or more Environmental Laws. Lessor has no knowledge of any tenant or occupant at the Premises who may be storing, releasing or generating any Hazardous Materials.

(e) To Lessor’s knowledge, the entity from whom Lessor will acquire title to the Premises is a properly formed entity, in good standing in the State of its formation and the State in which the Premises are located and was duly authorized to convey the Premises to Lessor. Each trust entity comprising Lessor is duly organized, validly existing and in good standing under the laws of the State of its formation and the State in which the Premises are located. Each trust entity comprising Lessor has full power and authority to own, operate and lease the Premises.

(f) Lessor has the full power and authority to enter into this Lease and to perform Lessor’s obligations hereunder. This Lease constitutes and contains legal, valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms.

(g) The financial information given to Lessee by Lessor or any agent of Lessor concerning the Premises and its operation to Lessor’s knowledge is true and correct in all material respects, and fairly represents the stated revenues and operating expenses of and for the Premises.

(h) There are no leases, tenancies or occupancies affecting the Premises except the Leases, all of which have or shall be made available to Lessee for review. All of the Leases are self storage leases, and to Lessor’s knowledge are in full force and effect, have not been terminated, modified or assigned, and have been fully complied with by the landlords and tenants thereunder. There are no commercial leases (such as billboard, retail, cell tower, communications, or office) or residential leases affecting the Premises. There is no person residing on any part of the Premises.

(i) Except with respect to self storage Leases in the ordinary course of commercially reasonable business and consistent with past practice, no tenant is entitled to any alterations, installations, decorations or other similar work (not yet performed) for consideration (not yet given) in connection with its tenancy.

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(j) None of the persons or entities comprising Lessor is a foreign person or entity under the Foreign Investment Real Property Tax Act (“FIRPTA”).

(k) Each person and entity comprising Lessor is solvent, and the consummation of the transaction contemplated hereby will not render any person or entity comprising Lessor insolvent. No person or entity comprising Lessor is involved in, nor are they contemplating, any bankruptcy, reorganization or insolvency proceedings. The Rent constitutes fair consideration, and was negotiated in good faith pursuant to arms-length negotiation.

(l) Neither this Lease nor to Lessor’s knowledge any other document furnished by or on behalf of Lessor in connection with this Lease contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

(m) To Lessor’ knowledge, there are no latent defects affecting the Premises. All buildings and improvements on the Premises are structurally sound (including all roofs and foundations) and all mechanical systems serving the Premises such as the heating, ventilating, air conditioning, plumbing, electrical, security, climate control, sprinkler, lighting, sewer (storm and sanitary) and drainage systems, are in good working order and comply with applicable laws, statutes, codes, ordinances, rules and regulations. To Lessor’s knowledge, there is no termite (or other insect) infestation of any kind at the Premises or any portion thereof. There are no pending or, to the knowledge of Lessor, contemplated, planned, anticipated or threatened, any tax assessment (other than normal property tax assessments), special assessment or, except as disclosed to Lessee, reduction proceedings related to the Premises or any part thereof. Any refunds that are applicable to the time period prior to the Commencement Date shall belong to Lessor, and shall be returned to Lessor if credited to Lessee on future tax bills or received by Lessee from the tax authorities.

(n) The execution, delivery and performance of this Lease by Lessor comply with the trust agreements and instruments of those trusts comprising Lessor, and have been duly authorized by the trustees of such trusts.

(o) All Permits, Leases and Contracts are valid, binding and in full force and effect, and none of the entities comprising Lessor is in breach thereunder. There are no oral Leases. Copies of all of the Contracts have been delivered to Lessee. All Contracts are in writing.

(p) To Lessor’s knowledge, there are no notices of outstanding requirements or recommendations with respect to the Premises from (a) any insurance company which issued a policy pertaining to the Premises or (b) any board of fire underwriters or other body exercising similar functions. Prior to Commencement Date, Lessor carries the following insurance: property/casualty, and liability (including contractual liability). Lessor has given due and timely notice of any claim and of any occurrence known to Lessor which may give rise to a claim affecting the Premises, and has otherwise complied in all respects with the provisions of such policies.

(q) The current record owner of the Premises and personal property therein is Danbury Project LLC. Lessor has entered into a binding agreement to acquire the Premises and

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personal property therein from Danbury Project LLC which is scheduled to close on November 1, 2013. Lessor shall fully comply with the terms of such agreement and, to the extent that Lessor has the right to do so, Lessor shall specifically enforce its rights to acquire the Premises under such agreement. Pursuant to such agreement, Danbury Project LLC has no right to list the Premises for sale or solicit other offers for the Premises, and cannot enter into any agreement to sell or lease the Premises to any other party, person or entity other than Lessor. To Lessor’s knowledge, no third party has any agreement, contract, memorandum of understanding, option, right of first refusal, letter of intent, or other right to acquire or lease any part of or any interest in the Premises or any part thereof.

(r) The Premises are assessed as a separate and single tax lot; the Premises are not a part of a larger tax lot. No portion of the Premises is partially or fully exempt from real property taxation. There are no roll back taxes, assessments (other than normal property tax assessments), special assessments or respreads due on the Premises or any part thereof.

(s) Lessor and its predecessor in title have timely paid in full any and all sales, excise, employment and/or use taxes due in connection with the purchase and/or sale of goods or services, the sale of inventory and/or merchandise, the rental of storage units and/or the leasing of outdoor parking spaces for storage or parking of vehicles prior to the Commencement Date.

(t) To Lessor’s knowledge, the Premises comply in all material respects with all easements, rights of way, covenants and restrictions affecting the Premises. To Lessor’s knowledge, the Premises have vehicular and pedestrian access to a publicly dedicated road via existing, permitted curb cuts. To Lessor’s knowledge, no portion of the Premises is a local, state or federal historic landmark, and no portion of the Premises, to the knowledge of Lessor, is archeologically significant. To Lessor’s knowledge, there is no cemetery or burial ground on or under the Premises. To Lessor’s knowledge, there are no oil and/or gas leases, or other similar mineral leases, affecting the Premises or any part thereof, and no third party has any surface rights on or over the Premises or any part thereof in relation to oil, gas or mineral rights. The Premises are served by public water and public sanitary sewers; there are no septic systems or private wells. To Lessor’s knowledge, all requisite variances, permits, certificates, licenses and approvals necessary to own, use and operate the Premises for self storage purposes have been obtained and are in effect.

(u) The Purchase Option is enforceable against Lessor subject to Lessor’s acquisition of title to the Premises, and has priority over and is binding upon any subsequent grantee, lessee, mortgagee and any other party obtaining an interest in the Premises or any part thereof subsequent to this Lease. Any and all mortgage indebtedness affecting the Premises may be and shall be satisfied, terminated, discharged and defeased by Lessor at closing of title in the event that Lessee exercises the Purchase Option.

(v) Prior to Commencement Date and subject to apportionment provided in this Lease, to the extent due and payable all real property taxes, assessments, sewer charges, water bills and utility charges affecting the Premises have been paid in full or will be paid in full, and will be current.

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(w) To Lessor’s knowledge, there are no Power Purchase Agreements affecting the Premises.

(x) None of the persons or entities comprising Lessor is (i) identified on the OFAC List (as hereinafter defined) or (ii) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States. The term “OFAC List” shall mean the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any law, rule, regulation or Executive Order of the President of the United States, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States.

(y) There are no liens, encumbrances, easements, rights of way, covenants, restrictions or agreements that could or would prevent, extinguish or interfere with Lessee’s leasehold interest in the Premises or Lessee’s use and/or occupancy of the Premises.

(z) All utilities necessary for Lessee to operate a self storage facility at the Premises are available at the Premises, including gas, electricity, water, telephone and cable.

(aa) The use of the Premises by Lessee for self storage purposes is permitted as of right under the zoning ordinance affecting the Premises.

(bb) Lessor never had, does not currently have, and shall not have, any employees with respect to the Premises.

6.2 In the event that Lessor (or any entity comprising Lessor) learns that any of the representations and warranties contained in or referred to in this Agreement is or will become inaccurate, Lessor shall give prompt detailed written notice thereto to Lessee.

6.3 The word “Lessor’s knowledge” in this Lease shall mean the knowledge of Carlos A. Arredondo.

6.4 Any due diligence review, audit (such as an environmental audit of the Premises) or other investigation or inquiry undertaken or performed by or on behalf of Lessee to the extent of knowledge of Lessee shall limit, qualify, modify, and amend the representations and warranties of Lessor made or undertaken pursuant to this Lease to the extent necessary to eliminate any inconsistency and to conform such representations and warranties to the findings. The representations and warranties set forth herein shall be true and correct in all material respects as of the Commencement Date, as deemed modified by this Section 6.4, shall survive the Commencement Date for a period of ninety (90) days, and those pertaining to the status and authority of Lessor shall be reaffirmed by Lessor in the event that Lessee exercises the Purchase Option in accordance with attached Exhibit “B”. In the event subsequent to the Commencement Date, Lessee first becomes aware that any representation or warranty of Lessor herein is or became untrue or materially inaccurate after the expiration of the Inspection Period and has a material adverse effect on the Premises and the operations thereof as a self-storage facility,

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Lessee may not terminate this Lease but may sue Lessor for damages; provided, however, that Lessee may only exercise its remedies under this Section 6.4 if Lessee did not know of the material inaccuracy or untruth of any of Lessor’s representations or warranties prior to the Commencement Date and did not terminate this Lease prior to the Commencement Date, and further provided that any action for damages is commenced within the aforementioned ninety (90) days survival period.

6.5 Lessee shall request a Connecticut tax clearance certificate (“CT Tax Clearance Certificate”) in connection with the transaction involving the Premises contemplated by this Lease. Lessee shall promptly notify Lessor in writing of (and shall provide Lessor with a copy of) Lessee’s receipt, prior to the Commencement Date, of a CT Tax Clearance Certificate certifying that there are no outstanding sales and use taxes, admissions and dues tax, or Connecticut income tax withholding or other taxes due (including penalties and interest), or a letter stating that any sales and use taxes, admissions and dues tax, Connecticut income tax withholding or other taxes (including penalties and interest) are due (“CT Escrow Letter”), or any other material correspondence received from the State of Connecticut Department of Revenue Services (“CT DORS”). In the event that the CT Escrow Letter states that any sale, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are owed, Lessee may deduct the amount so owed from Rent, or require Lessor to pay Lessee such amount, and Lessee shall remit such amount to CT DORS (or other proper agency of the State of Connecticut). In the event that Lessee does not receive a CT Tax Clearance Certificate or CT Escrow Letter prior to the Commencement Date, Lessor hereby acknowledges and agrees that, Lessor shall deliver to the Escrow Agent, an amount established by Lessee and agreed to by Lessor (in Lessor’s reasonable discretion) to cover any potential outstanding tax liability (including penalties and interest) for the period ending on the Commencement Date (“CT Funds”), which amount shall be held by the Escrow Agent pursuant to and in accordance with the provisions of a separate escrow agreement entered into at or prior to the Commencement Date by Lessor, Lessee and the Escrow Agent, which escrow agreement shall provide, inter alia, that the CT Funds shall be held by the Escrow Agent until the date on which the CT Tax Clearance Certificate shall be issued by CT DORS and received by Lessee; provided, however, that if a CT Escrow Letter is issued and received by Lessee showing that any sales, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are due, the Escrow Agent shall release the CT Funds, or the requisite portion thereof, to satisfy all unpaid taxes set forth in the CT Escrow Letter, with the balance returned to Lessor. If the CT Funds are insufficient to pay the amount of unpaid taxes set forth in the CT Escrow Letter, Lessor shall promptly remit the difference to the Escrow Agent, who shall release the same to CT DORS (or other proper agency of the State of Connecticut). The CT Tax Clearance Certificate and CT Escrow Letter shall address and cover all taxes that are due from Lessor and/or any predecessors in title of Lessor, and Lessor take all steps necessary to obtain a CT Tax Clearance Certificate respecting its predecessors in title. This Section 6.5 shall survive the expiration of the Term or earlier termination of this Lease as well as Lessee’s acquisition of the Premises if Lessee exercises the Purchase Option.

7. TAXES, CHARGES, UTILITIES, ASSESSMENTS, ADJUSTMENTS

7.1 From the Commencement Date and during the Term of this Lease, Lessee shall be responsible for timely payment prior to the last day that same is due without any penalty or

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interest of any and all real estate taxes or their equivalent and payments in lieu of taxes affecting the Premises directly to the taxing authority. Upon Lessor’s request, Lessee shall provide Lessor with proof of payment of same. If Lessor should receive any bills or invoices for real estate taxes or payments in lieu of taxes, Lessor shall immediately deliver same to Lessee.

7.2 From and after the Commencement Date and during the Term, Lessee shall be responsible for timely payment of all charges for electricity, heat, water, gas and any other utilities related to possession and occupancy of the Premises directly to the utility providers. The parties shall cooperate in order to effectuate an uninterrupted transfer of utility services to Lessee as of the Commencement Date, provided that no Power Purchase Agreements shall be transferred to Lessee without Lessee’s express prior written consent. All costs for utility services arising after the Commencement Date shall be the responsibility of Lessee. All costs for utility services arising prior to the Commencement Date shall be the responsibility of Lessor.

7.3 Lessor shall pay as and when due all sales tax, excise tax, use tax, employment tax and any other tax which Lessor and Lessor’s predecessor in title should have been collecting and remitting pursuant to law through the Commencement Date, including but not limited to such taxes due in connection with (a) the sale of inventory, merchandise and goods such as boxes and locks, (b) the furnishing of services, (c) the leasing of self storage units and collection of rent thereon and (d) the leasing of parking spaces and collection of rent thereon (all of the foregoing collectively “Sales Tax”). To the extent such information is in Lessor’s possession or is otherwise available to Lessor upon request therefor, Lessor shall furnish Lessee with proof of payment of Sales Tax before the end of the Inspection Period. Lessor hereby indemnifies, defends and holds Lessee harmless from and against, and Lessor shall reimburse Lessee for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessor and/or Lessor’s predecessor in title (including the current owner and current manager of the Premises) to pay any and all Sales Tax due and payable for the period of time prior to the Commencement Date. This indemnification obligation shall survive the expiration of the Term, or earlier termination of this Lease as well as the closing of Lessee’s acquisition of the Premises in the event that Lessee exercises the Purchase Option.

7.4 The following are to be adjusted and apportioned as of the Commencement Date by Lessor’s outside accountant, Peter Formanek, CPA, which adjustments and prorations are subject to Lessor’s and Lessee’s approval, and shall be included in a settlement statement prepared by Lessee’s title insurer reflecting such adjustments and prorations (“Settlement Statement”) for execution by Lessor and Lessee: All non-delinquent rental payments, non-delinquent real property taxes and assessments and sewer charges. There shall be no adjustment or apportionment for yellow pages, signs, billboards or other advertising involving Westy Self Storage. Lessee shall receive a credit of $16,000 with respect to miscellaneous items of personal property. Upon request, Lessor, to the extent in Lessor’s possession, shall submit to Lessee receipts evidencing the payment of taxes, assessments, utility charges, water charges, sewer charges and other charges through the Commencement Date. Lessor will obtain meter readings on or about the Commencement Date for utilities, and shall pay the bills when due; provided, however, that any unpaid utilities that constitute liens on the Premises shall be paid by Lessor at or prior to the Commencement Date. Lessee will be given a credit on the Commencement Date for all security deposits and prepaid rents under the Leases which have been paid as of the

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Commencement Date, however, to the extent that any security deposits have been returned to tenants, Lessee shall not receive a credit therefor so long as Lessor furnishes Lessee with proof that such tenants received all such refunded security deposits. Any rental payments which have come due, but are not paid, by the Commencement Date shall belong to Lessee and may be collected by Lessee from the tenants after the Commencement Date. Lessor shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the Commencement Date. All such delinquent rents collected by Lessee after the Commencement Date may be retained by Lessee. Neither Lessor nor any of the persons or entities comprising Lessor shall be entitled to a credit for delinquent rent, except that Lessor shall receive a credit at the Commencement Date in an amount equal to 50% of delinquent rents that are less than sixty (60) days past due as of the Commencement Date from tenants, and only those tenants, who are in arrears for not more than sixty (60) days as of the Commencement Date. Lessor shall not collect any rent or other sums after the Commencement Date, and any such rent or other sums received shall be promptly delivered to Lessee. All rental payments applicable to the Commencement Date shall belong to, and shall be adjusted in favor of, Lessee. During the Term, Lessee shall be obligated to pay for real property taxes and assessments applicable only to the period of time after the Commencement Date. Lessor shall be obligated to pay for real property taxes and assessments applicable only to the period of time prior to the Commencement Date. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. There shall be a readjustment and “true up” after the Commencement Date if necessary to effectuate the requirements of this Section 7.4. This Section 7.4 shall survive the termination of this Lease.

7.5 Lessor shall pay when due any and all state and local transfer taxes, grantor’s tax, deed stamps and similar taxes in connection with this Lease.

7.6 Upon the Commencement Date, Lessor shall turn over to Lessee, all keys, security deposits, if any, unless credited to Lessee. Lessee may notify each and every tenant in writing that each tenant must attorn to Lessee and forthwith deliver all rent to Lessee. Lessor shall cooperate if requested by Lessee, including the furnishing and/or posting of written notices to tenants, as requested by Lessee.

8. TITLE

Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period (“Title

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Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, Lessor shall be deemed to have elected not to cure any of Lessee’s title objections. If Lessor elects in the Title Response not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Title Response. If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not terminate this Lease as provided in this Section 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Accepted Encumbrances” acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the closing of the sale of the Premises to Lessee, the title objections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the initial title commitment and initial survey, and are not cured by Lessor prior to the Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) encumbrances caused by the acts or omissions of Lessee, (b) any title exceptions disclosed in Lessee’s title insurance commitment, or matters shown on the Survey, to which Lessee does not object and (c) any Accepted Encumbrances.

9. NON-COMPETITION

Lessor shall deliver to Lessee on or before the Commencement Date a non-competition agreement for the benefit of Lessee, in the form attached hereto as Exhibit “D”, which shall be executed by the parties set forth therein (“Non-Competition Agreement”). The Non-Competition Agreement shall have a term of four (4) years commencing as of the Commencement Date, and shall prohibit competition within a 4-mile radius of the Premises. The parties agree that the Non-Competition Agreement is a material inducement to Lessee to enter into this Lease. The Non-

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Competition Agreement shall terminate in the event that Lessee terminates this Lease or if the Lease if otherwise terminated. The Non-Competition Agreement shall remain in full force and effect if the Lease remains in effect, and shall continue to remain in effect if Lessee exercises the Purchase Option and subsequently acquires title to the Premises.

10. LESSOR’S RIGHT TO PERFORM LESSEE’S COVENANTS

If Lessee fails to pay any real estate tax or utility charge due from Lessee in accordance with the provisions of this Lease, or if Lessee shall default in the observance or performance of any other term, covenant or condition in this Lease binding on Lessee, Lessor may, without thereby waiving such default by Lessee, remedy such default for the account of Lessee after first providing Lessee with written notice and a reasonable opportunity to cure any such non-payment and/or default. In the event Lessor makes any expenditures in connection therewith, such reasonable expenditures shall be promptly payable by Lessee to Lessor, together with interest thereon at the rate of five (5%) percent per annum above the Prime Rate announced from time to time by Citibank, N.A. or if Citibank is no longer in existence or no longer publishes its prime lending rate, then the prime lending rate of any successor bank to Citibank (the “Interest Rate”) from the date of the making of such expenditure by Lessor. In the event that twice in any calendar year Lessee shall have defaulted in the payment of Rent or additional rent, or any part of either, then any further default by Lessee within such calendar year shall permit Lessor to collect from Lessee, upon demand, in addition to any interest payable hereunder, a late charge equal to ten percent (10%) of the amount of Rent and additional rent so due as compensation to Lessor for the costs incurred by it as a result of such defaults, Lessor and Lessee acknowledging that the actual amount of such costs would be impossible to ascertain.

11. ACCEPTANCE OF PREMISES “AS IS”

Subject to Lessee’s due diligence investigations and termination rights set forth herein, and subject to Lessor’s representations and warranties set forth herein, Lessee agrees to accept possession of the Premises in their “As Is, Where Is” condition.

12. IMPROVEMENTS

Lessee may not construct, or have constructed, any new buildings on the Premises, without Lessor’s prior written consent. Lessee may make decorative changes to the Premises which are non structural in nature and do not affect the electrical, mechanical or plumbing systems of the building costing less than $100,000 in the aggregate with respect to any one project, without first obtaining Lessor’s consent, but upon notice to Lessor and otherwise subject to the terms of this Lease. Lessee may make improvements, alterations and/or renovations to the Premises after first obtaining Lessor’s written consent, which consent shall not unreasonably be withheld, conditioned or delayed; provided, however, Lessor may not withhold consent if any such alteration, renovation or improvement does not materially adversely affect the lobby and otherwise enhances the self storage facility located on the Premises and does not diminish the value of the Premises.

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13. MAINTENANCE OF PREMISES

13.1 Lessee shall, at its sole cost and expense, maintain the Premises in good order and condition, reasonable wear and tear excepted. After the expiration of the Option Period, if this Lease remains in effect and if Lessee has not exercised the Purchase Option, Lessee shall paint the concrete floors and corridors of the building on the Premises at such times as are necessary in Lessee’s commercially reasonable judgment and prior to the surrender of the Premises to Lessor at the end of the Term (as opposed to any earlier termination of this Lease, other than in connection with a default by Lessee hereunder, or following the exercise of the Purchase Option) with aquapon paint for concrete floors and enamel paint as existing on corridor panels.

13.2 At the expiration of the Term (except in connection with the closing pursuant to the Purchase Option), or upon any earlier termination of this Lease, Lessee shall surrender the Premises in good condition, reasonable wear and tear excepted. Before surrendering the Premises, Lessee shall (i) remove all of its signage, personalty and inventory from the Premises and otherwise comply with its obligations under Section 3.8 of the Lease, and to the extent that such signage, personalty and/or inventory has not been removed from the Premises Lessor may remove the same, (ii) transfer to Lessor the local telephone numbers and fax numbers currently used at and for the Premises, and cooperate with Lessor in order to effectuate an uninterrupted transfer of utility services to Lessor as of the surrender date, provided that no Power Purchase Agreements shall be transferred to Lessor without Lessor’s express prior written consent, (iii) remove all references to the Premises from any existing internet website of Lessee, (iv) continue to operate the Premises as a self -storage facility in the ordinary course of commercially reasonable business consistent with past practice and transfer to Lessor the customer lists and related information respecting the tenants of the Premises and (v) distribute to tenants a letter regarding a change of ownership as and when requested by Lessor. Lessee shall pay all Sales Taxes that Lessee should have been collecting and remitting pursuant to law from and after the Commencement Date through the Term or earlier termination of this Lease and hereby indemnifies, defends and holds Lessor harmless from and against, and Lessee shall reimburse Lessor for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessee to pay such Sales Taxes. Lessee will turn over to Lessor all security deposits and prepaid rents under the Leases which have been paid as of the surrender date, however, to the extent that any security deposits have been returned to tenants, Lessor shall not receive a credit therefor so long as Lessee furnishes Lessor with proof that such tenants received all such refunded security deposits. Any rental payments which have come due, but are not paid, by the surrender date shall belong to Lessor and may be collected by Lessor from the tenants after the surrender date. Lessee shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the surrender date. All such delinquent rents collected by Lessor after the surrender date may be retained by Lessor. Lessee shall not collect any rent or other sums after the surrender date, and any such rent or other sums received shall be promptly delivered to Lessor. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. Provided Lessee is not in default on the surrender date, there shall be a readjustment and “true up” after the surrender date if necessary to effectuate the requirements of this Section 13.2. Lessee’s obligation to observe and perform Lessee’s covenants and obligations under Sections 13.1 and 13.2 shall survive the expiration of the Term or earlier termination of this Lease.

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13.3 Lessee shall not commit any waste, damage or any injury to the Premises or any part thereof, and shall take all reasonable precautions and actions to prevent others from committing any of the foregoing.

13.4 During the Term, Lessor shall have the right to enter the Premises at all reasonable times during normal business hours to examine or inspect the same and to make any repairs to the Premises that Lessee failed to make in accordance with this Lease (after first giving Lessee written notice of such necessary repairs and a reasonable opportunity to make such repairs except in the event of emergency); provided, however, that any person or entity related to or affiliated with Lessor who leases a unit may enter such unit in accordance with the terms of its unit lease agreement. During the last twelve (12) months of the Term, Lessor may show the Premises to prospective tenants and purchasers during normal business hours. Lessor, in its capacity as Lessor, shall not enter the Premises without first furnishing Lessee at least twenty-four (24) hours prior notice, except in the case of emergency when no notice shall be required. In no event shall Lessor interfere with the conduct of Lessee’s business, except as may be necessary in the case of emergency. Lessee shall have the right to accompany Lessor during any entry by Lessor upon the Premises. Lessor shall not have access to any of the tenants’ units or any of Lessee’s confidential or proprietary materials or information. Lessee will not do any act or suffer any act to be done which will in any way encumber the fee title of Lessor in and to the Premises or in any way subject the Premises to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Lessee. If any mechanic’s, materialmen’s, vendor’s, laborer’s or other lien, shall be filed against the Premises or against Lessor arising out of labor or materials used in the construction or alteration of, or installed in, any building or improvement on the Premises by Lessee (whether or not such lien is valid or enforceable as such), Lessee shall, at its sole cost and expense, cause the same to be cancelled, discharged or removed of record by filing a bond, by payment into court, by satisfaction or otherwise within thirty (30) days after Lessee receives written notice of filing thereof.

14. COMPLIANCE WITH LAWS/ENVIRONMENTAL

14.1 During the Term, Lessee shall, at Lessee’s sole cost and expense, comply with all statutes, codes, laws, ordinances, orders, decrees, injunctions, rules, regulations, permits, licenses and requirements of all federal, state, county, municipal and other governmental, departments, commissions and boards pertaining to the Premises. Lessee shall not be liable or responsible for (a) any violations of any of the foregoing that existed prior to the Commencement Date or (b) any orders, decrees, injunctions or requirements that Lessor failed to comply with prior to the Commencement Date. All of the foregoing in the previous sentence shall remain the obligation of Lessor.

14.2 “Hazardous Materials” shall mean, without limitation, any pollutant, flammable material, explosive material, radioactive material, lead paint, asbestos, asbestos containing material, urea formaldehyde, polychlorinated biphenyl, fungal microorganism (mold), medical waste, gasoline, petroleum, petroleum product, petroleum constituent, methane, hazardous material, hazardous waste, toxic substance and/or any related material, as defined in, designated in or regulated by

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the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Appendix §§1801, et seq.), the Resource Conservation and Recovery Act, as amended, (42 U.S.C. §§9601, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§2601, et. seq.) and any and all other state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations.

14.3 “Environmental Laws” means any and all federal, state, county, municipal or local laws (whether imposed by statute, code, ordinance, rule, regulation, administrative or judicial order, or common law), now or hereafter enacted, including the laws referred to in Section 14.2 hereof, governing health and safety, as well as the environment, natural resources and/or Hazardous Materials, including, without limitation, such laws (a) governing or regulating the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control, release, discharge of, or exposure to, Hazardous Materials, (b) governing or regulating the transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of such property and/or (c) requiring notification or disclosure of releases of Hazardous Materials or other environmental conditions whether or not in connection with a transfer of title to or interest in property.

14.4 During the Term, Lessee shall be in material compliance with all Environmental Laws with respect to the Premises except that Lessee shall have no obligation or liability with respect to the environmental condition of the Premises as of the Commencement Date. If any environmental contamination by Hazardous Materials is found on the Premises during the Term (but only to the extent the release of Hazardous Materials arose during the Term unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) for which remedial action is required pursuant to Environmental Laws, Lessee shall, at its sole cost and expense, take such remedial action as is required by the appropriate governmental agency. Lessee agrees to defend, indemnify and hold harmless Lessor from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the release of Hazardous Materials on the Premises from and after Commencement Date (unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) and/or (ii) any material violation by Lessee of any Environmental Laws, which obligation shall survive the termination or earlier expiration of this Lease. Notwithstanding the foregoing, Lessor acknowledges that Lessee may use minor amounts of Hazardous Materials in the ordinary course of operating the Premises, such as cleaning materials, which Lessee shall utilize in accordance with all applicable Environmental Laws.

14.5 After the date of full execution hereof, if applicable to the Premises, Lessor shall, at its sole cost and expense, comply with the Connecticut Transfer Act, codified at Connecticut General Statutes Section 22a-134 et seq., as it may be amended or replaced from time to time (the “Transfer Act”) with respect to the Premises. Lessor and Lessee agree to execute and deliver all documents requested by the other to comply with the Transfer Act. Lessor shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Premises by Lessor, its agents, employees or contractors. At all times during the Term, Lessor shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and

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including all orders and directives of governmental authorities, in connection with the condition of the Premises, except for environmental contamination for which Lessee is responsible under Section 14.4 hereof. If any Hazardous Materials, or any environmental contamination, are found on the Premises that were caused by Lessor, or that were in existence prior to Lessee’s occupancy of the Premises, for which any remedial action is required pursuant to Environmental Laws, Lessor shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws and governmental authority. Lessor agrees to defend, indemnify and hold harmless Lessee from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Premises of any Hazardous Materials that were in existence prior to the Commencement Date and/or (ii) any material violation by Lessor, and/or the current owner or manager of the Premises, of any Environmental Laws prior to the Commencement Date.

15. LIABILITY AND CASUALTY INSURANCE.

15.1 During the Term, Lessee at its sole cost and expense shall:

15.1.1 Keep all building(s) and improvements and equipment on, in or appurtenant to the Premises at the commencement of the Term and thereafter erected thereon or therein, including all alterations, insured against loss or damage by fire and such other risks as may be included in the standard form of extended coverage from time to time available, and against such other risks as Lessor from time to time reasonably may designate, in an amount not less than 100% of the then “full replacement cost” (exclusive of the cost of excavations, foundations and footings below the lowest basement floor). Such full replacement cost shall be determined from time to time, at the request of Lessor, by one of Lessee’s insurers or, at the option of Lessor, by an appraiser, architect or contractor selected by Lessor and reasonably acceptable to Lessee. No omission on the part of Lessor to request any such determination shall relieve Lessee of any of its obligations under this Section 15.1.1.

15.1.2 Provide and keep in force comprehensive general public liability insurance against claims for personal injury, death or property damage occurring on, in or about the Premises or on, in or about the adjoining street, property and passageways, such insurance to afford minimum protection, during the Term of this Lease, of not less than $10,000,000 in respect of personal injury or death to any one person, and of not less than $10,000,000 in respect of any one occurrence, and of not less than $5,000,000 for property damage or such other minimum amounts as Lessor may require.

15.2 Certificates of the insurance referred to in Section 15.1 shall be delivered by Lessee to Lessor.

15.3 It is expressly understood and agreed that Lessor is not obligated to obtain or pay for insurance on the Premises.

16. EMINENT DOMAIN

16.1 If title to any part of the Premises is taken for any public or quasi-public use by virtue of the exercise of the power of eminent domain, or is conveyed in lieu thereof, and Lessee

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determines, in Lessee’s commercially reasonable discretion, that the remaining portion of the Premises is not suitable for self storage purposes, then this Lease shall terminate, at the option of Lessee, on the date that title is vested in the condemning authority. If title to the whole of the Premises is taken by eminent domain or conveyance in lieu thereof, then this Lease shall terminate as of the date that title is vested in the condemning authority.

16.2 If this Lease is terminated under the provisions of this Section 16, Rent shall be apportioned and adjusted as of the date of termination.

16.3 In the event of a partial taking or condemnation of the Premises (or transfer in lieu thereof), and in the event that the portion of the Premises remaining after such taking is adequate for the conduct of Lessee’s self storage business, as determined by Lessee in its commercially reasonable discretion, then Lessee shall continue occupancy of the remainder of the Premises but Rent shall be proportionately reduced for the remainder of the Term based on the diminution of the value of the Premises caused by such condemnation (or transfer in lieu thereof).

16.4 All compensation awarded or paid upon a total or partial taking of the Premises shall belong to and be the property of Lessor; provided, however, that Lessee may make a claim or claims directly against the condemning authority for (a) loss of business, and (b) damage to and the cost of removal of Lessee’s personal property and trade fixtures, as long as such claim does not reduce the award to Lessor.

17. DAMAGE AND DESTRUCTION

Upon the occurrence of any damage to or destruction of improvements on the Premises by fire or other casualty, Lessee shall promptly notify Lessor thereof, and Lessee shall proceed to restore the Premises as nearly as is possible to the condition the Premises were in immediately prior to such damage or destruction, subject to such alterations as Lessee may elect to make in conformity with the provisions of this Lease. Such restoration shall be commenced promptly and whether or not the insurance proceeds, if any, shall be sufficient, shall be substantially completed in no event later than two hundred and ten (210) days after the date of such partial destruction or damage, or, in the event of a total destruction of the Premises, no later than three hundred and sixty five (365) days after the date of such destruction (unavoidable delays beyond Lessee’s reasonable control excepted) and all insurance proceeds received by Lessee (and any insurance proceeds that Lessor may receive) on account of such damage or destruction shall be applied to the payment of the costs of the aforesaid restoration. This Lease shall not terminate or be affected in any manner and Lessee shall not be relieved of its liability to pay the full Rent and additional rent and other charges payable under this Lease or from any other obligations under this Lease by reason of damage to or total, substantial or partial destruction of the building(s), improvements or equipment on, in or appurtenant to the Premises at the commencement of the Term or thereafter erected thereon or therein, or by reason of the untenantability of the Premises or any part thereof. Notwithstanding anything to the contrary in this Section 17, Lessee shall not be obligated to rebuild or restore the Premises if damage or destruction of more than 50% of the improvements on the Premises occurs during the last year of the Term, in which event Lessee shall assign its insurance proceeds to Lessor and pay to Lessor the amount of the deductible under its policy.

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18. INDEMNIFICATION

18.1 Lessee shall indemnify, defend and save harmless Lessor from and against all costs, expenses, claims, damages and penalties (collectively “Claims”), including reasonable counsel fees, arising out of (a) Lessee’s failure to comply with its obligations under this Lease and (b) loss of life, personal injury and/or property damage occurring at the Premises; provided, however, that this indemnification obligation shall not apply to Claims arising out of (i) any act or negligence of Lessor or Lessor’s agents, contractors or employees, (ii) the condition of the Premises as of the Commencement Date (including the environmental condition thereof) or (iii) any environmental contamination or violation that occurred on or prior to the Commencement Date or that was caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date.

18.2 Lessee shall be in exclusive control and possession of the Premises as of the Commencement Date, and Lessor shall not be liable for any injury or damage to any property or to any person happening in, on or about the Premises from and after the Commencement Date and during the Term, unless such injury or damage arose out of the environmental condition of the Premises as of the Commencement Date.

18.3 Lessor shall hold Lessee harmless, and shall indemnify and defend Lessee, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by Lessee in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities and (ii) any and all Taxes or other tax owed by Lessor, any person or entity comprising Lessor, any predecessor to such persons and entities, the current owner of the Premises and/or the current manager of the Premises.

19. DEFAULT

19.1 The occurrence of any one (1) or more of the following events, herein sometimes called “events of default”, shall constitute a default under this Lease by Lessee if not cured within the applicable grace period as follows:

(a) If Lessee fails to pay any installment of Rent, or any other amounts due and payable under the Lease, and such failure shall continue for ten (10) days after Lessee receives written notice of such non-payment from Lessor (provided that Lessee shall not be in default if (i) Lessor refuses or fails to accept any such payment, (ii) or changes the location of payment without notifying Lessee in writing or (iii) Lessor fails to receive any wire from Lessee despite the use by Lessee of the wire instructions provided by Lessor, and Lessee having received a federal wire reference number; provided, however, that Lessor shall not be obligated to provide Lessee with more than two (2) such written notices in any one calendar year during the Term;

(b) If Lessee fails to materially perform any non-monetary covenants, conditions, terms or provision hereof, unless such failure is remedied in all material respects within thirty (30) days after Lessee receives written notice from Lessor, provided that Lessee shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessee within such thirty (30) day period and such default is remedied within 90 days;

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(c) If Lessee admits insolvency or bankruptcy or its inability to pay its debts as they may mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Lessee, or for the major part of its property;

(d) If a trustee or receiver is appointed for Lessee or for the major part of its property and is not discharged within sixty (60) days after such appointment; or

(e) If bankruptcy, reorganization arrangements, insolvency or liquidation proceedings, or other proceeding for relief under the bankruptcy law or similar law or relief of debtors, are instituted by or against Lessee, and if instituted against Lessee, are not dismissed, stayed or otherwise nullified within sixty (60) days after such institution.

19.2 If any one (1) or more events of default remain uncured by any applicable time or grace period, Lessor may at its option exercise any one or more of the following remedies:

(i) Lessor may terminate this Lease by giving to Lessee written notice of Lessor’s intention to do so, in which event the Term of this Lease shall end, and all right, title and interest of Lessee hereunder shall expire on the date stated in such notice, which shall not be less than ten (10) days after the date of the notice by Lessor of its intention so to terminate, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

(ii) Lessor may terminate the right of Lessee to possession of the Premises by giving written notice to Lessee that Lessee’s right of possession shall end on the date stated in such notice, which shall not be less than ten (10) days from the date of such notice, whereupon the right of Lessee to the possession of the Premises or any part thereof shall cease on the date stated in such notice, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

(iii) Lessor may elect to institute legal proceedings to collect unpaid Rent and all other sums due under the terms of this Lease, it being understood that Lessor shall not be obligated to mitigate damages. Lessor shall also be entitled to payment for reasonable leasing fees, legal fees, and other reasonable and customary expenses incurred in reletting the Premises.

19.3 If Lessor exercises its remedies following a cured event of default, Lessor may then or at any time thereafter re-enter and take complete and peaceful possession of the Premises, by process of law, and may remove all persons and personalty therefrom, and Lessee covenants in any such event, peacefully and quietly to yield up and surrender the Premises to Lessor.

19.4 In case of any default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (i) unpaid Rent then due shall be paid up to the time of such re-entry, dispossess and/or expiration together with such costs as Lessor may incur for legal expenses, attorneys’ fees, brokerage and/or putting the Premises in good order, or for preparing the same for re-rental and (ii) Lessor may re-let the Premises or any part or parts thereof, either in the name of Lessor or otherwise, for a term or terms, which may at Lessor’s option be less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent. Lessor may collect the rents from such re-letting or subletting and apply the same, first to the payment of the expense of re-entry and re-letting, and secondly to the

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Rent herein provided to be paid by Lessee pursuant to this Lease, and in the event that the proceeds of such re-letting or subletting are not sufficient to pay in full the foregoing, Lessee shall remain and be liable therefor, and Lessee promises and agrees to pay the amount of any such deficiency from time to time and Lessor may at any time and from time to time sue and recover judgment for any such deficiency or deficiencies.

Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Lessor from time to time at its election, and nothing contained herein shall be deemed to require Lessor to postpone suit until the date when the Term of this Lease would have expired if it had not been terminated under the provisions of Section 19 hereof, or under any provision of law, or had Lessor not re-entered the Premises. Lessor, at Lessor’s option, at Lessee’s cost and expense, may make such alterations, repairs, replacements and/or decorations in the Premises as Lessor in Lessor’s reasonable judgment considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations and/or decorations shall not operate or be construed to release Lessee from any liability hereunder as aforesaid. Lessor shall in no event be liable in any way whatsoever for failure to re-let the Premises, or in the event that the Premises are re-let, for failure to collect the rent thereof under such re-letting. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the Premises, by reason of the violation by Lessee of any of the covenants and conditions of this Lease or otherwise.

19.5 Under no circumstances shall Lessee or Lessor be liable for any special, incidental, punitive or consequential damages.

19.6 In the event that subsequent to Commencement Date Lessor fails to perform any obligation and/or covenant binding on Lessor herein, or otherwise breaches this Lease or defaults hereunder, and such breach, default and failure is not cured within thirty (30) days following Lessor’s receipt of written notice from Lessee provided that Lessor shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessor within such thirty (30) day period and such default is remedied within 90 days, Lessee may terminate this Lease and/or exercise any other remedies available at law or in equity.

20. STRICT PERFORMANCE AND CUMULATIVE REMEDIES

20.1 The failure of either party to insist upon a strict performance of any term or condition of this Lease shall not be deemed a waiver of any right or remedy hereunder, and shall not be deemed a waiver of any subsequent breach of such term or condition.

20.2 The specific remedies to which Lessor or Lessee may resort under the terms of this Lease are cumulative.

20.3 A receipt by Lessor of Rent with knowledge of the breach of any covenant hereof shall not be deemed a waiver of any such future or continuing breach, and no waiver, change, modification or discharge by either party hereto of any provision in this Lease shall be deemed to have been made or shall be effective unless expressed in writing and signed by both Lessor and Lessee.

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21. NOTICE

21.1 All notices, requests, demands, and other communications pertaining to this Lease shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

LESSEE:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
LESSOR:	C/O ARREDONDO HOLDINGS
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

22. SUBORDINATION & ESTOPPEL

22.1 Lessor and Lessee agree that this Lease and the Purchase Option are superior to and have priority over, and Lessee’s obligations hereunder are contingent upon this Lease and the Purchase Option being superior to and having priority over, all mortgages, deeds of trust and any and all other forms or manner of financing liens in any amount, and all advances thereon, and all renewals, modifications, consolidations, replacements and extensions thereof (each a “Mortgage” and collectively “Mortgages”) which are entered into subsequent to the date of this Lease.

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22.2 In the event a Mortgage or Mortgages encumber all or any part of the Premises prior to the date of this Lease, Lessee’s obligations hereunder are contingent upon, and Lessor shall promptly obtain, a non-disturbance agreement reasonably acceptable to Lessee from the holder(s) of such Mortgage or Mortgages which will (without limitation) include consent to this Lease by the holder(s) of such Mortgage or Mortgages and a recognition of the effectiveness of the Purchase Option, and that such Purchase Option is binding upon the holder(s) of any such Mortgage or Mortgages (and their nominees and assigns as well as any purchaser at a foreclosure sale or grantee in lieu thereof), even in the event of a foreclosure or deed in lieu of foreclosure subject to repayment of the debt in full upon Lessee’s acquisition of the Premises following Lessee’s exercise of the Purchase Option, which debt repayment shall be paid from and out of the adjusted purchase price set forth in Section 5.1 hereof due Lessor (or other owner of the Premises) at the closing of Lessee’s acquisition of the Premises (“Non-Disturbance Agreement”).

22.3 Either party shall, within 10 days after request by the other party, from time to time, execute, acknowledge and deliver to the other party, a statement which may be relied upon by the other party and the holder of any existing or proposed Mortgage, certifying (if true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), the dates to which Rent and other charges have been paid, and whether or not, to the best of such party’s knowledge, the other party is in default hereunder or whether such party has any claims or demands or offsets.

23. ASSIGNMENT AND SUBLETTING

Lessee shall have the right to assign this Lease (and its leasehold interest hereunder) or sublet all or any portion of the Premises without Lessor’s consent (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation and (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee as of the day hereof. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, Lessee will remain liable for the performance of the obligations of Lessee pursuant to this Lease. Except as set forth above, Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this

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Lease or a sublease of the Premises, whether or not actually performed, the same shall be discharged of record by Lessee within ten (10) business days after Lessee receives notice of the filing thereof (unless a shorter time period is required by the fee mortgagee of Premises), at Lessee’s expense.

24. ADDITIONAL LESSEE PROMISES

24.1 Lessee shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by Lessee at Lessee’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. Lessee will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

24.2 For a period of two (2) years from the date of any tenant’s Westy occupancy agreement, Lessee shall not increase any of the tenants’ rental rates.

25. EMPLOYEES

For a period of two (2) years following the Commencement Date, Lessee shall not knowingly hire any one or more employees of (a) the owner of the Premises (Danbury Project LLC) from whom Lessor will acquire the Premises, (b) Arredondo & Co. or (c) Westy. Lessee shall have no obligations or liabilities respecting any of the aforementioned employees. Lessee shall have no obligation whatsoever to hire any of the aforementioned employees.

26. QUIET ENJOYMENT

Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all of the terms, covenants and conditions on Lessee’s part to be performed, Lessee may peaceably and quietly enjoy the Premises, subject to the terms and conditions of this Lease.

27. MISCELLANEOUS

27.1 This Lease contains the entire agreement between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties, their administrators, distributees, beneficiaries, trustees, executors, personal representatives, heirs, successors and assigns.

27.2 No representations have been made by either party other than those set forth in this Lease, and neither party shall be bound by or held to any representations other than as set forth in this Lease.

27.3 The terms, covenants and conditions herein shall bind and shall inure to the benefit of Lessor and Lessee and their respective personal representatives, heirs, administrators, distributees, trustees, beneficiaries, executors, successors and assigns. Lessee agrees to look solely to Lessor’s estate and interest in the Premises and the proceeds from any sale thereof (net of all payments due to any and all mortgagees of the fee) for the satisfaction of any right or

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remedy of Lessee for the collection of a judgment (or other judicial process) requiring the payment of money by Lessor, in the event of any liability by Lessor, and no other property or assets of Lessor shall be subject to levy, execution, attachment, or other enforcement procedure for the satisfaction of Lessee’s remedies under or with respect to this Lease, the relationship of Lessor and Lessee hereunder, or Lessee’s use and occupancy of the Premises, or any other liability of Lessor to Lessee. Neither Lessor nor any of the parties comprising Lessor nor any disclosed or undisclosed principal of Lessor (or officer, director, stockholder, partner or agent of Lessor or of any principal or party comprising Lessor) shall have any personal liability to Lessee hereunder. The term “Lessor” wherever used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Premises that in the event of any sale, conveyance or transfer of the Premises, such owner or owners shall thereupon be released and discharged from all covenants, conditions and agreements of Lessor thereafter accruing hereunder; but such covenants, conditions and agreements shall be binding upon each new owner or mortgagee in possession for the time being of the Premises, until sold, conveyed or transferred; provided, however, that such prior owners of the Premises shall be relieved or released of obligations or liabilities hereunder only in the event that the Premises are part of a bona fide sale to an unrelated third party or parties for true and valuable consideration.

27.4 This Lease shall be construed and enforced in accordance with the laws of the State in which the Premises are located.

27.5 If any of the provisions of this Lease shall be declared invalid or unenforceable for any reason, the remainder of this Lease shall be unaffected and shall remain in full force and effect. This Lease with the Exhibits annexed hereto, if any, contains the entire agreement between Lessor and Lessee, and any executory agreement hereafter made between Lessor and Lessee shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such executory agreement is in writing and signed by the party against which enforcement of the change, modification, waiver, release, discharge, termination or the effecting of the abandonment is sought. No payment by Lessee or receipt by Lessor of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor’s right to recover the balance of such rent or pursue any other remedy in this Lease.

27.6 This Lease may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement.

27.7 Headings and captions in this Lease are for convenience only, and in no way limit or circumscribe the full meaning of each and every provision set forth herein.

27.8 Both Lessor and Lessee are and have been represented by counsel in connection with the negotiation of this Lease and, accordingly, this Lease shall not be construed or interpreted against either party, irrespective of which party prepared this Lease.

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27.9 The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee Lessee shall pay pursuant to the terms of a separate agreement). Lessor shall indemnify, defend and hold Lessee harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by Lessor to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. Lessee shall indemnify, defend and hold Lessor harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by Lessee to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The indemnification provisions of this Section 27.9 shall survive the expiration or earlier termination of this Lease.

27.10 A memorandum of this Lease in recordable form (“Memorandum of Lease”), shall be recorded in the real property records on or about the Commencement Date. Lessor and Lessee shall execute an amended Memorandum of Lease in the event that Lessee determines that the description of the Premises is erroneous. Lessee shall pay all recording fees, and Lessor shall pay all transfer taxes, grantor’s tax, deed stamps and similar taxes when due (if any) respecting this Lease and the Memorandum of Lease. The Memorandum of Lease shall not include the amount of Rent or the amount of the purchase price set forth in Section 5.1 hereof.

27.11 Lessor and Lessee agree that adequate consideration supports this Lease.

27.12 Lessor and Lessee hereby agree that the non-prevailing party in any finally adjudicated legal proceeding between them shall pay the reasonable legal fees and disbursements of the prevailing party within thirty (30) days after receipt of a bill therefor. In the event Lessee claims or asserts that Lessor has violated or failed to perform a covenant of Lessor not to unreasonably withhold or delay Lessor’s consent or approval, or in any case where Lessor’s reasonableness in exercising its judgment is in issue, Lessee’s sole remedy shall be an action for specific performance, declaratory judgment or injunction, and in no event shall Lessee be entitled to any money damages for a breach of such covenant.

27.13 Lessor and Lessee hereby waive the right to a jury trial in any action, summary proceeding or legal proceeding between or among the parties hereto or their successors on any matters whatsoever arising out of or in any way connected to this Lease, the relationship of Lessor and Lessee, or Lessee’s use and occupancy of the Premises or Lessee’s right to occupy the Premises. Lessee hereby waives the right to interpose a counterclaim in any summary proceeding instituted by Lessor against Lessee or in any action instituted by Lessor for unpaid Rent or additional rent under this Lease, except for mandatory or compulsory counterclaims.

27.14 Upon Lessee’s request, Lessor and Lessee agree that the legal description of the Premises attached hereto as Exhibit “A” shall be revised or supplemented if reasonably required by Lessee in view of the survey and title commitment to be obtained by Lessee pursuant to Section 8 hereof.

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27.15 References herein to the current owner of the Premises and the current manager of the Premises shall be deemed to refer to Danbury Project LLC, Arredondo & Co. and Westy.

(The remainder of this page is intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above mentioned.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ David Rogers
	Name:	David Rogers
	Title:	Chief Executive Officer
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate Investment
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

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/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

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EXHIBIT “A” TO LEASE

Legal Description

ALL THAT CERTAIN PARCEL OF LAND WITH BUILDINGS IF ANY AND IMPROVEMENTS LOCATED THEREON SITUATED ON THE SOUTHERLY SIDE OF KENOSIA AVENUE IN THE TOWN OF DANBURY, COUNTY OF FAIRFIELD AND STATE OF CONNECTICUT, BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A PONT ON THE SOUTHERLY LINE OF KENOSIA AVENUE, WHICH POINT IS LOCATED 309.20’ SOUTHEASTERLY OF THE INTERSECTION OF THE SOUTHERLY LINE OF BOULEVARD DRIVE AND THE SOUTHERLY LINE OF KENOSIA DRIVE AND WHICH POINT MARKS THE NORTHWESTERLY CORNER OF THE HEREIN DESCRIBED PARCEL, THE LINES RUNS:

THENCE S 39°-31’-08” E ALONG THE SOUTHERLY LINE OF KENOSIA AVENUE, A DISTANCE OF 346.98’ TO A POINT;

THENCE S 72°-10’-14” W ALONG LAND NOW OR FORMERLY OF APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, A DISTANCE OF 150.00’ TO A POINT;

THENCE S 42°-18’-22” W ALONG LAND NOW OR FORMERLY OF APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, A DISTANCE OF 65.19’ TO A POINT;

THENCE N 31°-33’-19” W ALONG PARCEL 2, A DISTANCE OF 80.12’ TO A POINT;

THENCE N 38°-12’-31” W ALONG PARCEL 2, A DISTANCE OF 205.38’ TO A POINT;

THENCE N 45°-34’-46” E ALONG PARCEL 2, A DISTANCE OF 188.80’ TO THE POINT OR PLACE OF BEGINNING; SAID PARCEL CONTAINS 1.35 ACRES OF LAND BY COMPUTATION.

LEGAL DESCRIPTION - PARCEL 2

ALL THAT CERTAIN PARCEL OF LAND WITH BUILDINGS IF ANY AND IMPROVEMENTS LOCATED THEREON SITUATED ON THE SOUTHERLY SIDE OF KENOSIA AVENUE IN THE TOWN OF DANBURY, COUNTY OF FAIRFIELD AND STATE OF CONNECTICUT, BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A PONT ON THE SOUTHERLY LINE OF KENOSIA AVENUE, WHICH POINT IS LOCATED 309.20’ SOUTHEASTERLY OF THE INTERSECTION OF THE

SOUTHERLY LINE OF BOULEVARD DRIVE AND THE SOUTHERLY LINE OF KENOSIA DRIVE AND WHICH POINT MARKS THE NORTHEASTERLY CORNER OF THE HEREIN DESCRIBED PARCEL, THE LINES RUNS:

THENCE S 45°-34’-46” W ALONG PARCEL 1, A DISTANCE OF 188.80’ TO A POINT;

THENCE S 38°-12’-31” E ALONG PARCEL 1, A DISTANCE OF 205.38’ TO A POINT;

THENCE S 31°-33’-19” E ALONG PARCEL 1, A DISTANCE OF 80.12’ TO A POINT;

THENCE S 31°-33’-19” E ALONG LAND NOW OR FORMERLY APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, A DISTANCE OF 18.06’ TO A POINT;

THENCE S 72°-32’-00” W PARTLY ALONG LAND NOW OR FORMERLY APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, AND PARTLY ALONG LAND NOW OR FORMERLY MELVYN J. AND MARY P. POWERS, A DISTANCE OF 423.72’ TO A POINT;

THENCE S 77°-26’-59” W ALONG LAND NOW OR FORMERLY MELVYN J. AND MARY P. POWERS, A DISTANCE OF 242.78’ TO A POINT;

THENCE S 77°-55’-08” W ALONG LAND NOW OR FORMERLY MELVYN J. AND MARY P. POWERS, A DISTANCE OF 160.63’ TO A POINT;

THENCE N 03°-03’-35” E PARTLY ALONG LAND NOW OR FORMERLY APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, AND PARTLY ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 67.93’ TO A POINT;

THENCE N 00°-13’-43” W ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 127.60’ TO A POINT;

THENCE N 01°-07’-17” E ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 163.03’ TO A POINT;

THENCE N 02°-57’-26” E ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 70.81’ TO A POINT;

THENCE N 08°-07’-30” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 27.40’ TO A POINT;

THENCE N 03°-18’-00” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 155.94’ TO A POINT;

THENCE N 68°-36’-51” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 162.05’ TO A POINT;

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THENCE N 67°-39’-20” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 291.76’ TO A POINT;

THENCE N 67°-33’-40” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, AND PARTLY ALONG BOULEVARD DRIVE, A DISTANCE OF 123.53’ TO A POINT;

THENCE S 39°-33’-40” E ALONG KENOSIA AVENUE, A DISTANCE OF 309.20’ TO THE POINT OR PLACE OF BEGINNING; SAID PARCEL CONTAINS 10.25 ACRES OF LAND BY COMPUTATION.

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EXHIBIT “B” TO LEASE

PURCHASE AGREEMENT

Lessor and Lessee, as defined in the Lease between Lessor and Lessee to which this Exhibit B is attached (“Sovran Lease”), have agreed in the Sovran Lease that the following terms and conditions are and shall be binding on Lessor and Lessee at such time as Lessee exercises the Purchase Option (as defined in the Sovran Lease) in accordance with the Sovran Lease:

1. DEFINITIONS

The following terms when used in this Agreement shall have the following meanings (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sovran Lease):

1.1 Property. Real property (“Site” or “Property”) identified in attached Schedule “A” and described in attached Schedule “A-1”, together with all of the rights and items set forth in Section 2.2 hereof, and including the amounts of leaseable square feet of existing, indoor self storage space as set forth in attached Schedule “A”.

1.2 Seller. Lessor under the Sovran Lease: The 2000 Trust For The Grandchildren Of Carlos A. Arredondo And Mari V. Arredondo, Carlos A. Arredondo, Trustee, Trust For The Benefit Of The Children Of Fabiola Raquel Arredondo, Trust For The Benefit Of The Children Of Elena Isabel Arredondo, Trust For The Benefit Of The Children Of Marisa Vara Arredondo, Elena I. Arredondo, Fabiola R. Arredondo, Marisa V. Arredondo, Trust “B” For The Grandchildren Of Fabiola R. Arredondo, Trust “C” For The Grandchildren Of Elena I. Arredondo And Trust “D” For The Grandchildren Of Marisa V. Arredondo.

1.3 Purchaser. Lessee under the Sovran Lease: Sovran Acquisition Limited Partnership.

1.4 Closing. The delivery to PURCHASER of the Deed, Bill of Sale and all other items required hereunder concurrently with the delivery of the adjusted Purchase Price to SELLER (or the Escrow Agent, as defined below).

1.5 Closing Date. The date upon which the Closing occurs as required in Section 9 hereof.

1.6 Deed. The special warranty deed pursuant to which the Site shall be conveyed to PURCHASER.

1.7 Bill of Sale. The bill of sale (with warranties of title) pursuant to which SELLER shall convey to PURCHASER all of the personal property owned by SELLER and attached to or located at the Property, including office furniture, office equipment, maintenance equipment, security systems and appliances (collectively “Personal Property”). A list of some of the specific items of the Personal Property is attached hereto as Schedule “B”, which list may be modified so as to ensure that all Personal Property is transferred to PURCHASER.

1.8 Escrow Agent. Fidelity National Title Group/Chicago Title Insurance Company, Two Gateway Center, Suite 1900, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222-1402, Attention: William J. Weinheimer, Escrow Officer/Closer, Telephone (412) 904-6891.

2. PURCHASE AND SALE

2.1 (a) Subject to the provisions of this Agreement, SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property and the Personal Property for the total purchase price (“Purchase Price”) of TWENTY-EIGHT MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS ($28,250,000 U.S.) upon and subject to the terms and conditions hereinafter set forth. The Purchase Price is allocated in the attached Schedule A.

(b) Provided that SELLER complies with all of its obligations hereunder, PURCHASER shall pay the Purchase Price to SELLER by wire transfer through the Escrow Agent’s account, subject to all adjustments required by this Agreement.

(c) PURCHASER shall pay any sales tax due on the portion of the Purchase Price allocated to Personal Property either, at PURCHASER’s option, to SELLER or directly to the applicable State taxing authority.

2.2 The Property includes:

(a) All buildings and improvements located on the Property;

(b) All right-of-ways, alleys, privileges, easements and appurtenances which are on or benefit the Property;

(c) All right, title and interest of SELLER, in any land lying in the bed of any public or private street or highway, opened or proposed, in front of or adjoining the Property to the center line thereof;

(d) All right, title and interest to any unpaid award to which SELLER (or any person or entity comprising SELLER) may be entitled (i) due to the taking by condemnation or eminent domain of any right, title or interest of SELLER (or any person or entity comprising SELLER) in the Property and (ii) for any damage to the Property due to the change of grade of any street or highway;

(e) All rights under any assignable licenses, permits, variances, approvals (including building permits and site plan approvals) and similar authorizations with respect to or affecting the Property (each a “Permit” and collectively “Permits”), it being understood that PURCHASER may decide in its sole discretion not to accept an assignment of any one (1) or more of the Permits;

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(f) All right, title and interest under all leases affecting the Property (each a “Lease” and collectively “Leases”);

(g) All rights under any of SELLER’s assignable service contracts and warranties with respect to the Property that PURCHASER has not already assumed, which PURCHASER may decide in its sole discretion to assume or not assume (each a “Contract” and collectively “Contracts”);

(h) Any oil, gas and mineral rights with respect to Property;

(i) SELLER’s goodwill (provided that PURCHASER is assuming absolutely no obligations or liabilities of SELLER, or any person or entity comprising SELLER, that are not expressly assumed by PURCHASER hereunder); and

2.3 PURCHASER shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for Excluded Liabilities. PURCHASER shall only be responsible for Assumed Obligations.

3. CONTINGENCIES

3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing.

3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

3.3 Intentionally Omitted.

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3.4 To the extent applicable after the Commencement Date, SELLER shall cooperate with PURCHASER, and shall furnish PURCHASER with all information and materials reasonably requested by PURCHASER, including information and materials as may be required by PURCHASER’s auditors and/or in connection with requirements of the Securities and Exchange Commission and any public filing required, applicable to PURCHASER and/or its affiliates. Notwithstanding anything to the contrary herein, nothing in the Agreement shall prohibit, and PURCHASER may make, disclosures in connection with all of the foregoing in this Section 3.4.

4. SELLER’S WARRANTIES AND REPRESENTATIONS

4.1 SELLER hereby reaffirms the truth, accuracy and completeness of the representations and warranties of SELLER set forth in the Sovran Lease with respect to its status and authority, which representations and warranties are now true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement.

4.2 In the event that SELLER (or any person or entity comprising SELLER) learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’s status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice thereto to PURCHASER.

4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and if any such representation or warranty is untrue or materially inaccurate as of the date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement.

4.4 SELLER’s representations and warranties shall survive the Closing and the delivery of the Deed for a period of twelve (12) months from the Closing Date.

5. DELIVERIES AND COVENANTS

5.1 SELLER shall convey good, marketable and insurable fee simple title to the Property and shall convey lien-free title to the Personal Property, to PURCHASER on the Closing Date. On the Closing Date, SELLER shall deliver to PURCHASER, the following:

(a) The Deed (which shall contain the record/historical legal descriptions of the Site and the metes and bounds measured legal descriptions of the Site prepared by PURCHASER’s surveyor, and shown on the survey obtained by PURCHASER, and which shall include all rights under beneficial easements provided that SELLER may convey the metes and bounds, measured legal description via a

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separate quitclaim deed), together with real estate conveyance tax statements. SELLER shall furnish PURCHASER with a proposed Deed and the aforementioned forms for review at least five (5) business days prior to the Closing Date.

(b) The Bill of Sale in the form attached hereto as Schedule “D”.

(c) Assignment and Assumption Agreements (to be executed by both SELLER and PURCHASER) in the form attached hereto as Schedule “E”, pursuant to which SELLER shall assign, and reaffirm its assignment, to PURCHASER and PURCHASER shall assume all of rights under all Permits, Leases and Contracts to be assigned to PURCHASER in accordance with the terms hereof.

(d) Certificate and Indemnity regarding sales tax, use tax, employment and excise tax (collectively “Sales Tax”) in the form attached hereto as Schedule “F”.

(e) Intentionally Omitted.

(f) Evidence of the existence, authority and good standing of all of the trust entities comprising SELLER, including but not limited to relevant excerpts from trust agreements and instruments (from which PURCHASER’s counsel and the Escrow Agent can determine whether the trust entities comprising SELLER were duly formed and exist, and that this transaction has been duly authorized), consents or resolutions of the trustees and any others who must authorize this transaction, and such other documentation, as may be required by the Escrow Agent and/or PURCHASER’s counsel so as to evidence due authorization of the transaction contemplated herein. SELLER shall furnish PURCHASER with copies of all of the aforementioned documentation for review at least five (5) business days prior to the Closing Date.

(g) Certificates from each person and entity comprising SELLER in the form attached as Schedule “H” with respect to compliance with FIRPTA, and all certificates reasonably required by the Escrow Agent, including but not limited to title certificates and gap indemnities in the form reasonably acceptable to SELLER.

(h) Possession of the Property free and clear of all parties in possession except tenants under the Leases and the Sovran Lease.

(i) Intentionally Omitted.

(j) A certificate executed by SELLER certifying that all representations and warranties of SELLER in the Sovran Lease pertaining to the status and authority of SELLER remain true and correct in all material respects as of the Closing Date.

(k) Intentionally Omitted.

(l) Such other certificates, permits and approvals required by law that are imposed on, or customarily furnished by, a seller of real property.

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(m) Satisfactions, discharges and terminations of all Financing Liens, in recordable form, to be delivered to, and held in escrow by, the Escrow Agent pending Closing or customary pay off letters from SELLER’s lenders sufficient for the Escrow Agent to pay off the Financing Liens from the sale proceeds due SELLER at Closing and to omit all exceptions for the Financing Liens from PURCHASER’s title insurance policies.

(n) If not already delivered pursuant to the Sovran Lease, the Non-Competition Agreement (as defined in the Sovran Lease). If requested by PURCHASER, SELLER (Carlos A. Arredondo) shall reaffirm the Non-Competition Agreement for the balance of the term thereof prior to Closing.

5.2 PURCHASER may raise title objections (including but not limited to any one (1) or more liens, encumbrances, covenants, easements, restrictions, rights of way, mortgages or other recorded matters or title exceptions affecting the Property) that arise subsequent to the issuance of the title commitment, survey and/or leasehold title insurance policy obtained by PURCHASER pursuant to the Sovran Lease, and may terminate the Sovran Lease and this Agreement, without any consent or instruction of SELLER, if such title objections at Closing are other than Permitted Encumbrances and are not cured by SELLER at or prior to Closing.

5.3 PURCHASER shall request a Connecticut tax clearance certificate (“CT Tax Clearance Certificate”) in connection with the transaction involving the Site contemplated by this Agreement. PURCHASER shall promptly notify SELLER in writing of (and shall provide SELLER with a copy of) PURCHASER’s receipt, prior to Closing, of a CT Tax Clearance Certificate certifying that there are no outstanding sales and use taxes, admissions and dues tax, or Connecticut income tax withholding or other taxes due (including penalties and interest), or a letter stating that any sales and use taxes, admissions and dues tax, Connecticut income tax withholding or other taxes (including penalties and interest) are due (“CT Escrow Letter”), or any other material correspondence received from the State of Connecticut Department of Revenue Services (“CT DORS”). In the event that the CT Escrow Letter states that any sale, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are owed, PURCHASER shall deduct the amount so owed from the adjusted Purchase Price to be delivered on the Closing Date, and remit such amount to CT DORS (or other proper agency of the State of Connecticut). In the event that PURCHASER does not receive a CT Tax Clearance Certificate or CT Escrow Letter prior to the Closing Date, SELLER hereby acknowledges and agrees that, at Closing, PURCHASER may withhold from the adjusted Purchase Price, and deliver to the Escrow Agent, an amount established by PURCHASER and agreed to by SELLER (in SELLER’s reasonable discretion) to cover any potential outstanding tax liability (including penalties and interest) for the period ending on the Closing Date (“CT Funds”), which amount shall be held by the Escrow Agent pursuant to and in accordance with the provisions of a separate escrow agreement entered into as of the Closing Date by and among SELLER, PURCHASER and the Escrow Agent, which escrow agreement shall provide, inter alia, that the CT Funds shall be held by the Escrow Agent until the date on which the CT Tax Clearance Certificate shall be issued by CT DORS and received by PURCHASER; provided, however, that if a CT Escrow Letter is issued and received by PURCHASER showing that any sales, and use taxes, admissions and dues tax, Connecticut income tax withholding and/or other taxes (including penalties and interest) are due, the Escrow

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Agent shall release the CT Funds, or the requisite portion thereof, to satisfy all unpaid taxes set forth in the CT Escrow Letter, with the balance remitted to SELLER. If the CT Funds are insufficient to pay the amount of unpaid taxes set forth in the CT Escrow Letter, SELLER shall promptly remit the difference to the Escrow Agent, who shall release the same to CT DORS (or other proper agency of the State of Connecticut). The CT Tax Clearance Certificate and CT Escrow Letter shall address and cover all taxes that are due from Lessor and/or any predecessors in title of Lessor, and Lessor take all steps necessary to obtain a CT Tax Clearance Certificate respecting its predecessors in title. This Section 5.3 shall survive the Closing and the delivery of the Deed.

5.4 SELLER’S obligations with respect to the Transfer Act as set forth and subject to the provisions of the Sovran Lease shall survive Closing.

6. RISK OF LOSS

INTENTIONALLY OMITTED.

7. CONDITIONS PRECEDENT TO CLOSING

PURCHASER shall not be obligated to close under this Agreement unless each of the following conditions precedent shall be satisfied or waived by PURCHASER, in writing, on or prior to the Closing Date:

(a) No Breach. SELLER and each person and entity comprising SELLER shall not be in breach of the Sovran Lease or this Agreement.

(b) Title Policy. The Escrow Agent shall be prepared to issue, upon PURCHASER’s payment of the title premiums and charges therefor, a current ALTA owner’s title insurance policy covering the Site, subject to Permitted Encumbrances, but subject to no new lien or encumbrance not set forth in the leasehold title insurance policy obtained by PURCHASER in connection with the Sovran Lease except for liens or encumbrances caused by PURCHASER.

(c) Accuracy of Representations. The representations and warranties in the Sovran Lease as to the status and authority of SELLER shall be true and correct in all material respects on and as of the Closing Date as if they were made on the Closing Date.

(d) Fulfillment of Covenants. SELLER shall have performed all of SELLER’s obligations and agreements hereunder and under the Sovran Lease, and shall have complied with all of SELLER’s covenants hereunder and under the Sovran Lease.

(e) Material Change. There shall not have occurred (i) a release of Hazardous Materials at the Site by Lessor after the Commencement Date or (ii) other than Permitted Encumbrances, a change in status of fee title to all or any part of the Property caused by any act or omission of Lessor.

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(f) Deliveries. SELLER shall have furnished and delivered to PURCHASER all of the documents, materials and other items required hereunder.

(g) Contingencies. The satisfaction or written waiver by PURCHASER of all the contingencies set forth herein.

All of the aforementioned conditions precedent are for the sole benefit of PURCHASER. In the event that all of the aforementioned conditions precedent are not satisfied or waived in writing by PURCHASER, prior to the Closing Date, PURCHASER may terminate the Sovran Lease and this Agreement by providing written notice to SELLER. To the extent that such a failure of a condition precedent arises out of a breach or default by SELLER hereunder, PURCHASER shall be afforded the remedies set forth in Section 10.2 hereof.

8. ADJUSTMENTS

As adjustments and prorations were done pursuant to the terms of the Sovran Lease, there are no adjustments other than for monthly Rent under the Sovran Lease.

9. CLOSING DATE

The Closing will take place on or about the first business day which occurs ninety (90) days after PURCHASER exercises the Purchase Option but no earlier than February 2, 2015 and no later than September 2, 2016. The Closing will take place via e-mail and overnight courier through the Escrow Agent.

10. BREACH

10.1 If PURCHASER shall breach or default under this Agreement (and SELLER is not in breach hereof), SELLER’s sole, exclusive and entire right and remedy shall be termination of this Agreement by SELLER. PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such breach.

10.2 If SELLER, or any of the persons or entities comprising SELLER, shall breach or default under this Agreement or fail to convey title to Property in accordance with this Agreement (and PURCHASER is not in breach hereof), PURCHASER may in its sole discretion either (a) enforce this Agreement by specific performance or (b) terminate the Sovran Lease and this Agreement on written notice to SELLER, and PURCHASER may recover from SELLER, and SELLER shall promptly pay to PURCHASER, all costs and expenses (including attorneys’ fees, court costs, disbursements and costs of appeal) incurred by PURCHASER in connection with the Sovran Lease (excluding Rent) and this Agreement.

11. ASSIGNMENT

PURCHASER may not assign this Agreement without the prior consent of SELLER. SELLER agrees to accept a letter of direction from PURCHASER at closing with respect to conveyance of the property to an entity other than PURCHASER.

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12. BROKER

The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee PURCHASER shall pay pursuant to the terms of a separate agreement). SELLER shall indemnify, defend and hold PURCHASER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by SELLER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. PURCHASER shall indemnify, defend and hold SELLER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by PURCHASER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The provisions of this Section 12 shall survive the Closing.

13. COSTS AND ALLOCATIONS

PURCHASER shall pay the costs and expenses related to the UCC and other searches. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the Deed. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”). PURCHASER shall indemnify SELLER from and against any claims (“Claims”) made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.

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14. ENFORCEABILITY

If any provision in this Agreement shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law, provided that such enforcement comports with the parties’ intentions as set forth in this Agreement. The terms of this Agreement shall not be construed against PURCHASER despite the fact that PURCHASER and its counsel prepared it.

15. INDEMNIFICATION

Following Closing, SELLER shall reimburse PURCHASER, and shall hold harmless, indemnify and defend PURCHASER, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by PURCHASER in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities, (ii) any and all Taxes or other tax owed by SELLER, any person or entity comprising SELLER, or any predecessor to such entities and (iii) any non-fulfillment of any indemnity obligation of SELLER hereunder, in the Sovran Lease or in any other document delivered in connection with this Agreement.

16. FURTHER ASSURANCES

From time to time after the Closing Date, SELLER will execute all such instruments and take all such actions as PURCHASER shall reasonably request in order to ensure that PURCHASER receives the full benefit of the Property, Personal Property and the transactions contemplated by this Agreement. SELLER and PURCHASER shall also execute and deliver to the appropriate other party such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all further actions as may be reasonably required to carry out the transactions contemplated by this Agreement.

17. SURVIVAL

The representations and warranties of SELLER referred to in Section 5.1(j) hereof and the indemnification obligation set forth in Section 15 hereof shall survive the Closing and the delivery of the Deed for twelve (12) months. A timely claim hereunder shall be deemed to have been made if written notice is given to SELLER within such 12-month period.

18. OFF MARKET

(a) While this Agreement is in effect, neither the Property nor any part thereof may be listed or offered for sale or lease; nor may any third party offer involving all or any portion of the Property or Personal Property be sought or solicited. While this Agreement is in effect, neither SELLER nor any person or entity comprising SELLER, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease agreement, offer or contract respecting the Property.

(b) While this Agreement is in effect, neither SELLER, nor any of the persons or entities comprising SELLER shall (i) solicit or encourage inquiries or proposals with respect to the Property or any portion thereof, (ii) engage in any negotiations concerning the Property or

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any portion thereof, (iii) provide any confidential information to, or disclose this Agreement and/or its terms to, any third party or (iv) negotiate the sale of the Property, or any part thereof, with any person or entity.

(c) PURCHASER may enforce the provisions of this Section 18 at law or in equity, including by way of injunction.

19. NOTICE

All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, or (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

PURCHASER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
SELLER:	C/O ARREDONDO HOLDINGS
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

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20. GOVERNING LAW; PREVAILING ENTITY

(a) This Agreement shall be governed by the laws of the State in which the Property is located.

(b) In the event that any dispute arises in connection with this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including reasonable attorneys’ fees, in connection with any judicial or non-judicial dispute resolution.

21. ENTIRE AGREEMENT

All prior understandings and agreements between SELLER and PURCHASER are set forth in the Sovran Lease and this Agreement. This Agreement and the Sovran Lease completely expresses their full agreement.

22. NO ORAL CHANGE

This Agreement may not be amended or terminated orally. Any and all amendments to this Agreement must be in writing and signed by both SELLER and PURCHASER.

23. SUCCESSORS

This Agreement shall bind, and shall inure to the benefit of, SELLER and PURCHASER, and the respective distributees, executors, administrators, heirs, personal representatives, trustees, beneficiaries, successors and assigns of SELLER and PURCHASER.

24. COUNTERPARTS; CAPTIONS

This Agreement may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

25. EMPLOYEES/BUILDING PLANS

For a period of two (2) years following the Commencement Date as defined in the Sovran Lease, PURCHASER shall not knowingly hire any one or more employees of (a) the owner of the Property (Danbury Project LLC) from whom SELLER acquired the Property, (b) Arredondo & Co. or (c) Westy. PURCHASER shall have no obligations or liabilities respecting any of the aforementioned employees. PURCHASER shall have no obligation whatsoever to hire any of the aforementioned employees. PURCHASER shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by PURCHASER at PURCHASER’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. PURCHASER will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

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26. CONSTRUCTION AND OTHER PROVISIONS

(a) Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms “herein”, “hereof” and the like refer to this Agreement in its entirety and not to any specific section or subsection.

(b) If any provisions of this Agreement or any escrow instructions signed pursuant to this Agreement are held by a court of competent jurisdiction to be invalid, this determination shall not affect the validity of the remaining provisions of this Agreement.

(c) The waiver by one party of the performance of any agreement, condition, or obligation under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by that party of any other agreement, condition, or obligation under this Agreement. The waiver by either or both parties of the time for performing any act required by this Agreement shall not constitute a waiver of the time for performing any other act required to be performed at a later time.

27. TAX-DEFERRED EXCHANGE

PURCHASER understands that the transaction contemplated hereby may be part of SELLER’s tax-deferred exchange under Section 1031 of the Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with 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 connection with such tax-deferred exchange (a) PURCHASER shall not incur any cost or expense whatsoever, (b) 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 required to acquire title to any property other than the Property, (d) upon payment of the 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 relieved or released from any liabilities or obligations hereunder.

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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
15-19 Kenosia Avenue
and 21-25 Kenosia Avenue
Danbury, Connecticut 06810
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 updated title commitment and updated survey.

SCHEDULE A-1 TO PURCHASE AGREEMENT

[Legal Description]

ALL THAT CERTAIN PARCEL OF LAND WITH BUILDINGS IF ANY AND IMPROVEMENTS LOCATED THEREON SITUATED ON THE SOUTHERLY SIDE OF KENOSIA AVENUE IN THE TOWN OF DANBURY, COUNTY OF FAIRFIELD AND STATE OF CONNECTICUT, BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF KENOSIA AVENUE, WHICH POINT IS LOCATED 309.20’ SOUTHEASTERLY OF THE INTERSECTION OF THE SOUTHERLY LINE OF BOULEVARD DRIVE AND THE SOUTHERLY LINE OF KENOSIA DRIVE AND WHICH POINT MARKS THE NORTHWESTERLY CORNER OF THE HEREIN DESCRIBED PARCEL, THE LINES RUNS:

THENCE S 39°-31’-08” E ALONG THE SOUTHERLY LINE OF KENOSIA AVENUE, A DISTANCE OF 346.98’ TO A POINT;

THENCE S 72°-10’-14” W ALONG LAND NOW OR FORMERLY OF APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, A DISTANCE OF 150.00’ TO A POINT;

THENCE S 42°-18’-22” W ALONG LAND NOW OR FORMERLY OF APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, A DISTANCE OF 65.19’ TO A POINT;

THENCE N 31°-33’-19” W ALONG PARCEL 2, A DISTANCE OF 80.12’ TO A POINT;

THENCE N 38°-12’-31” W ALONG PARCEL 2, A DISTANCE OF 205.38’ TO A POINT;

THENCE N 45°-34’-46” E ALONG PARCEL 2, A DISTANCE OF 188.80’ TO THE POINT OR PLACE OF BEGINNING; SAID PARCEL CONTAINS 1.35 ACRES OF LAND BY COMPUTATION.

LEGAL DESCRIPTION - PARCEL 2

ALL THAT CERTAIN PARCEL OF LAND WITH BUILDINGS IF ANY AND IMPROVEMENTS LOCATED THEREON SITUATED ON THE SOUTHERLY SIDE OF KENOSIA AVENUE IN THE TOWN OF DANBURY, COUNTY OF FAIRFIELD AND STATE OF CONNECTICUT, BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF KENOSIA AVENUE, WHICH POINT IS LOCATED 309.20’ SOUTHEASTERLY OF THE INTERSECTION OF THE SOUTHERLY LINE OF BOULEVARD DRIVE AND THE SOUTHERLY LINE OF KENOSIA DRIVE AND WHICH POINT MARKS THE NORTHEASTERLY CORNER OF THE HEREIN DESCRIBED PARCEL, THE LINES RUNS:

THENCE S 45°-34’-46” W ALONG PARCEL 1, A DISTANCE OF 188.80’ TO A POINT;

THENCE S 38°-12’-31” E ALONG PARCEL 1, A DISTANCE OF 205.38’ TO A POINT;

THENCE S 31°-33’-19” E ALONG PARCEL 1, A DISTANCE OF 80.12’ TO A POINT;

THENCE S 31°-33’-19” E ALONG LAND NOW OR FORMERLY APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, A DISTANCE OF 18.06’ TO A POINT;

THENCE S 72°-32’-00” W PARTLY ALONG LAND NOW OR FORMERLY APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, AND PARTLY ALONG LAND NOW OR FORMERLY MELVYN J. AND MARY P. POWERS, A DISTANCE OF 423.72’ TO A POINT;

THENCE S 77°-26’-59” W ALONG LAND NOW OR FORMERLY MELVYN J. AND MARY P. POWERS, A DISTANCE OF 242.78’ TO A POINT;

THENCE S 77°-55’-08” W ALONG LAND NOW OR FORMERLY MELVYN J. AND MARY P. POWERS, A DISTANCE OF 160.63’ TO A POINT;

THENCE N 03°-03’-35” E PARTLY ALONG LAND NOW OR FORMERLY APPLE RIDGE SHOWN AS APPLE RIDGE ROAD, AND PARTLY ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 67.93’ TO A POINT;

THENCE N 00°-13’-43” W ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 127.60’ TO A POINT;

THENCE N 01°-07’-17” E ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 163.03’ TO A POINT;

THENCE N 02°-57’-26” E ALONG LAND NOW OR FORMERLY APPLE RIDGE, A DISTANCE OF 70.81’ TO A POINT;

THENCE N 08°-07’-30” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 27.40’ TO A POINT;

THENCE N 03°-18’-00” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 155.94’ TO A POINT;

THENCE N 68°-36’-51” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 162.05’ TO A POINT;

THENCE N 67°-39’-20” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, A DISTANCE OF 291.76’ TO A POINT;

THENCE N 67°-33’-40” E ALONG LAND NOW OR FORMERLY LAKE PLACE CONDOMINIUMS, AND PARTLY ALONG BOULEVARD DRIVE, A DISTANCE OF 123.53’ TO A POINT;

THENCE S 39°-33’-40” E ALONG KENOSIA AVENUE, A DISTANCE OF 309.20’ TO THE POINT OR PLACE OF BEGINNING; SAID PARCEL CONTAINS 10.25 ACRES OF LAND BY COMPUTATION.

SCHEDULE B TO PURCHASE AGREEMENT

[Personal Property]

A list shall be prepared by Seller and Purchaser for attachment to the Bill of Sale

SCHEDULE “C” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “D” TO PURCHASE AGREEMENT

FORM OF BILL 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 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”:

1. All items listed in attached Schedule A;

2. To the extent assignable, all existing permits, approvals and licenses, including, without limitation, all use permits, variances, certificates of occupancy, building and other operating permits, franchise rights, construction permits, business registration and other occupancy permits, computer software licenses and other licenses related to or used in connection with the existing business operation on the Property; and

3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, alteration, maintenance and repair of the Property. Plans and specifications all specifically excluded from this assignment.

Notwithstanding anything to the contrary herein, and except as set forth in the Sovran Lease, Buyer is not assuming, nor is Buyer liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller’s (and each of those persons and entities comprising Seller) liabilities and obligations (a) not expressly assumed by Buyer and/or (b) arising or accruing prior to the date that Buyer acquires title to the Property.

Seller warrants that it owns the Personal Property in its entirety, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Personal Property free and clear of all such liens and encumbrances. Except for and subject to the representations and warranties set forth in the Lease dated as of             , 201     to which Seller and Buyer are parties, the Personal Property is being conveyed “As Is” and “With All Faults”, without any representations or warranties as to condition, merchantability or fitness for a particular purpose or otherwise.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed on this      day of             , 201    .

By:
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 201    , before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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SCHEDULE A TO BILL OF SALE

SCHEDULE “E” TO PURCHASE AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated             , 2013, by and between                      (“Assignor”) and SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Assignee”).

RECITALS

A. Assignor is the owner of real property located at 15-19 Kenosia Avenue and 21-15 Kenosia Avenue, Danbury, Connecticut 06810 (“Premises”), which Premises have been leased by Assignor to Assignee pursuant to a lease dated             , 2013 (“Sovran Lease”).

B. The Premises are subject to the leases identified in attached Exhibit A (collectively “Leases”).

C. The Premises are affected by certain permits, licenses, approvals and certificates identified in attached Exhibit B (collectively “Permits”) granted by various governmental agencies which are necessary for the ownership, use and operation of the Premises.

D. The Premises are affected by certain contracts and agreements identified in annexed Exhibit C (collectively “Service Contracts”) relating to the ownership, use or operation of the Premises.

E. The Premises are affected by certain warranties and guaranties identified in attached Exhibit D (collectively “Guaranties”).

F. Assignee wishes to acquire any and all rights of Assignor under the Leases, Permits, Guaranties and Service Contracts, as well as Assignor’s telephone numbers and fax numbers.

NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

(1) Assignor hereby assigns, transfers and sets over to Assignee, and hereby ratifies and reaffirms the assignment by Assignor to Assignee in the Sovran Lease of, all of Assignor’s right, title and interest in, and Assignee hereby accepts the assignment of, the Leases, Permits, Service Contracts and Guaranties, as well as Assignor’s telephone numbers and fax numbers.

(2) Assignee hereby confirms assumption of all of the covenants, duties and obligations under the Leases, Permits and Service Contracts first arising after the Commencement Date of the Sovran Lease.

(3) This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(4) This Assignment shall not be construed against Assignee despite the fact that Assignee prepared it.

(5) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a single instrument.

(6) Assignor and Assignee shall execute and deliver to the other any further instruments of conveyance, sale, assignment or transfer as may be reasonably necessary to effect the purposes of this Assignment.

(7) This Assignment may be modified only in writing, signed by the parties hereto.

- 2 -

IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the day and year first above written.

By:
	Name:
	Title:
SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., its general partner
By:
	Name:
	Title:

- 3 -

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[LEASES]

EXHIBIT B TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[PERMITS, LICENSES, CERTIFICATES]

Certificate(s) of Occupancy

EXHIBIT C TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Service Contracts)

EXHIBIT D TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Guaranties)

SCHEDULE “F” TO PURCHASE AGREEMENT

FORM OF CERTIFICATE AND INDEMNITY

The undersigned persons and entities (collectively “Seller”) hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”) that all sales taxes, excise taxes, use taxes, employment taxes and other taxes, if any (collectively “Taxes”) due from Seller and Seller’s predecessor in title in connection with the ownership and/or operation of the self storage facility known as Westy Self Storage located at                      (“Facility”) prior to the Commencement Date are current, including but not limited to any and all Taxes due in connection with (i) the sale of personal property such as inventory and merchandise, (ii) the furnishing of services, (iii) the leasing of outdoor parking spaces and (iv) the rents collected on self storage units. The undersigned hereby jointly and severally indemnify, defend and hold Buyer harmless from and against, and agree to reimburse Buyer for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, reasonable attorneys’ fees, disbursements, court costs and costs of appeal) in connection with the failure by Seller and Seller’s predecessors in title to pay any and all Taxes due in connection with the ownership and/or operation of the Facility, including subsections (i) through (iv) above, that were due and payable for the period of time prior to the Commencement Date (as that term is defined in the Lease between Buyer and the undersigned dated             , 2013).

By
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of             in the year 2013, before me, the undersigned, personally appeared                     , known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

SCHEDULE “G” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “H” TO PURCHASE AGREEMENT

FORM OF FIRPTA CERTIFICATE

Each person and entity comprising Seller shall execute a FIRPTA Certificate

SELLER’S CERTIFICATE UNDER

INTERNAL REVENUE CODE SECTION

1445 (FIRPTA)

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign entity. To inform the transferee (buyer) that withholding of tax is not required upon disposition of a U.S. real property interest, the undersigned hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (transferee) the following:

1.                      is a                      [limited liability company] [partnership] [corporation] [person] [trust] and is not a non-resident alien or foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) and is not a disregarded entity as defined in 26 CFR § 1.1445-2(b)(2)(iii).

2. The U.S. taxpayer identification number/social security number of                     is as follows:                     .

3. This certification may be disclosed to the Internal Revenue Service by the transferee, and any false statement made herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declare that the undersigned have examined this certification, and it is true, correct, and complete.

Dated:             , 2013

By:
	Name:
	Title:

Sworn to before me this

     day of             , 2013

Notary Public

EXHIBIT “C” TO LEASE

Property Information on each Property for new Operator (electronic copies – in pdf, excel and other format files where possible):

1. All, as of July 31, 2013, tenant occupancy agreements including phone numbers, addresses (and change of address cards) and email addresses and any tenant signed documents.

2. Service contracts: trash removal, lawn maintenance, auctioneer, energy contracts (if any).

3. Permits and/or last inspection report for building, elevator, fire inspections, etc.

4. Current business license.

5. Original site plan.

6. Existing surveys (if available); or site layout plan depicting each building and number of spaces in each.

7. Units mix of each building.

8. Certificate of occupancy for each building, land use permit, special use permit, zoning permit, variances, etc. (as applicable).

9. Environmental reports/property condition reports (if available).

10. May, June, July 2013 utility invoices (electric, water, phone, gas) with service provider phone numbers.

11. Registration account number for sales tax and state unemployment.

12. Monthly operating (income and expense) statements for 2012 and year to date 2013 (through July 31).

13. General ledger activity detail for all balance sheet and income and expense accounts for 2012 and year to date 2013 (through July 2013).

14. All property expense invoices for 2012 and year to date 2013 (through July 31).

15. Property management computer monthly summary reports for 2012 and year to date 2013 (through July 31).

16. Prior two years of financial statements - balance sheet and operating statements for 12/31/11 and 12/31/12.

17. Accounts receivable detail at 12/31/12 and year to date 2013 (through July 31).

18. Accounts payable detail at 12/31/12 and year to date 2013 (through July 31).

19. Schedule of prepaid tenant rents, security deposits, and supporting documentation at 12/31/11 and 12/31/12 and year to date 2013 (through July 31).

20. Merchant credit card monthly statements for 2012 and year to date 2013 (through July 31).

21. Current month to date bank deposits (August and September 2013).

22. Insurance invoice detailing liability, umbrella and worker compensation expense, and Certificate of Insurance evidencing all liability and property damage coverage.

23. Auction information for 2012 and year to date 2013 (through July 31), including amounts owed, recovered and all auction expenses.

24. Printout showing occupied and vacant units in order to complete lock check.

25. Carlos Arredondo to use good faith efforts to obtain bank statements for 2012 and 2013 to date.

EXHIBIT “D” TO LEASE

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT, made and entered into as of the      day of             , 2013, among SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership, 6467 Main Street, Buffalo, New York 14221 (“Sovran”), THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO, c/o ARREDONDO HOLDINGS, 35 FIELD POINT CIRCLE, GREENWICH, CONNECTICUT 06830 (each a “Trust” and collectively “Trusts”), CARLOS A. ARREDONDO, residing at                     , ELENA I. ARREDONDO, residing at                     , FABIOLA R. ARREDONDO, residing at                      and MARISA V. ARREDONDO, residing at                      (each an “Individual” and collectively “Individuals”).

RECITALS

WHEREAS, reference is made to a self storage facility (“Business”), located at 15-19 Kenosia Avenue and 21-25 Kenosia Avenue, Danbury, Connecticut 06810 (“Site” or “Property”) and as more fully described in the lease between the Trusts and the Individuals (except Carlos A. Arredondo) as lessor and Sovran, as lessee, dated             , 2013 (“Lease”);

WHEREAS, Sovran has an option to purchase the Property under the Lease;

WHEREAS, Carlos A. Arredondo has been involved in the management and operation of the Business and, directly or indirectly, the Trusts and Individuals will benefit from the lease and possible sale of the Property to Sovran; and

WHEREAS, as an inducement to Sovran to lease the Property, the Trusts and the Individuals agree to enter into and comply with the terms of this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Non-Competition.

(a) The Trusts, and the Individuals hereby covenant and agree that, for four (4) years immediately following the commencement of the term of the Lease (“Term”), they will not themselves or through their Affiliates (as hereinafter defined) construct, expand, develop, renovate, lease (as landlord or tenant, other than a lease of a self storage unit for use as a self storage unit), sublease (as sublessor or sublessee), own, manage or operate a self-storage facility, or any facility similar thereto within a four (4) mile radius of the Site (“Radius”),

(b) An “Affiliate”, when used in this Agreement, shall mean any Person (as hereinafter defined) that directly or indirectly through one or more intermediaries controls, is controlled by or under common control with the Person specified. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract or otherwise. “Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture, trust, association, union or other entity or business organization.

(c) The Trusts and the Individuals shall not, and shall cause the Affiliates not to, solicit, contact or communicate with any tenant, subtenant or occupant of the Site, either orally or in writing, regarding matters set forth in Section 1(a), without first obtaining the prior written consent of Sovran.

(d) Notwithstanding anything to the contrary herein, this Agreement shall not prohibit the Trusts or the Individuals and their Affiliates from investing in stocks or funds or Persons, or taking employment with or providing services to Persons unaffiliated with the Trusts and/or the Individuals, which stocks or funds or Persons may have interests in or operate self storage sites located within the Radius.

(e) This Agreement shall terminate in the event that Sovran terminates the Lease or the Lease is otherwise terminated. This Agreement shall remain in full force and effect in accordance with its terms if the Lease remains in effect, and shall survive and continue to remain in effect in accordance with its terms if Sovran exercises its purchase option under the Lease and subsequently acquires the Property.

2. Attorneys’ Fees. Should Sovran, the Trusts or any Individual employ an attorney or attorneys to enforce any of the provisions hereof or to protect their interests in any manner arising under this Agreement, or to recover damages for the breach hereof, the nonprevailing party shall pay to the prevailing party all reasonable costs, damages and expenses, including attorneys’ fees, disbursements and court costs expended or incurred in connection therewith.

3. Counterparts. This Agreement may be signed in counterparts, and shall be fully effective if the signatories execute this Agreement in separate counterparts.

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4. Assist. During the Term, the Trusts and the Individuals shall not take actions to circumvent the prohibitions of Section 1(a) of this Agreement.

5. Remedies. Sovran will suffer irreparable harm if this Agreement is breached. The parties hereto acknowledge and agree that it may be difficult or impossible to calculate and ascertain accurately or definitively the damages that would be sustained by Sovran as a result of a breach of this Agreement. The parties hereto agree that if Sovran should institute an action or proceeding to enforce the provisions hereof, Sovran shall be entitled to injunctive relief (in addition to all other remedies provided at law or in equity), and any party against whom such action or proceeding is brought hereby waives (a) the claim or defense that Sovran has an adequate remedy at law (and shall not urge in any action or proceeding the claim or defense that such a remedy at law exists) and (b) any requirement that Sovran post any bond in connection with obtaining such injunctive relief. Accordingly, Sovran shall have the right to seek a temporary restraining order and preliminary and permanent injunctions restraining and enjoining any one (1) or more of the Trusts, the Individuals and/or any family members of the Individuals as well as any Affiliate of any one (1) or more of the Trusts and/or any Individuals as the case may be, from initiating or continuing any breach of any provision of this Agreement, that such relief may be granted without the necessity of proving actual damages, and that, in connection with any such proceedings, the Trusts and the Individuals hereby waive the defense that Sovran has an adequate remedy at law. This provision with respect to injunctive relief shall not, however, diminish the right of Sovran to claim and recover damages in addition to injunctive relief. The obligations and liabilities of the Trusts and the Individuals hereunder shall be joint and several.

6. Severability; Validity. The invalidity or unenforceability of any one or more of the particular provisions of this Agreement shall not affect the enforceability of the other provisions hereof, all of which are inserted conditionally on their being valid in law, and in the event one or more provisions contained herein shall be invalid, this Agreement shall be construed as if such invalid provision had not been inserted; provided, however, that if such invalidity shall be caused by any value, any price, the length of any period of time, the size of any area, or the scope of activities set forth in any provision hereof, such value, price, period of time, area, or scope shall be considered to be adjusted to a value, price, period of time, area, or scope that would cure such invalidity. The parties hereto agree that the covenants and obligations contained in this Agreement are severable and divisible, that none of such covenants or obligations depends on any other covenant or obligation for its enforceability, that each such covenant and obligation constitutes an enforceable obligation, that each such covenant and obligation shall be construed as an agreement independent of any other provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such covenants or obligations. This Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. To the extent that any provisions of this Agreement shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation

- 3 -

of the foregoing, it is expressly agreed that should the duration of or geographic extent of, or business activities covered by, the non-competition agreement contained in Section 1 be determined to be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which may validly or enforceably covered.

7. Applicable Law. This Agreement shall be governed by the internal laws of the State in which the Property is located without regard to the principles of conflicts of laws. If this Agreement is found to be unenforceable against one or more of the parties hereto, it shall nevertheless remain enforceable against the remaining parties hereto.

8. Entire Agreement; Modifications. This Agreement embodies and constitutes the entire understanding between the parties with respect to the scope of the non-competition arrangement described herein, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought.

9. Inducement. This Agreement constitutes a portion of the inducement to Sovran in connection with the Lease. All of the parties hereto expressly agree that adequate consideration supports this Agreement. All of the parties hereto agree that the covenants and agreements herein contained are reasonable in geographic and temporal scope.

10. Captions. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

11. Interpretation. This Agreement has been thoroughly reviewed by the Trusts and the Individuals, and their counsel. This Agreement shall not be construed against Sovran despite the fact that its counsel may have prepared it.

- 4 -

12. Notice. All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission, (b) e-mail or (c) on the day when delivered personally (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

BUYER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
THE TRUSTS AND:	C/O ARREDONDO HOLDINGS
THE INDIVIDUALS:	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

13. Enforcement. Any failure on the part of any party to this Agreement to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provisions as to future violations thereof nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties hereto are cumulative and the waiver by a party of a single remedy shall not constitute a waiver by any such party of its right to assert all other legal and/or equitable remedies available hereunder, or under law or equity.

14. Delegation. The Trusts and the Individuals may not delegate or assign any of their obligations set forth in this Agreement without the prior written consent of Sovran, and any such delegation or assignment is void. This Agreement shall be binding on the respective heirs, distributees, personal representatives, successors and assigns of the parties hereto, and shall inure to the benefit of, and be enforceable by, their respective heirs, distributees, personal representatives, successors and assigns.

- 5 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., its general partner
By:
	Name:	Date
	Title:
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:
	Name:	Date
	Title:

- 6 -

TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:
	Name:	Date
	Title:
Elena I. Arredondo		Date
Fabiola R. Arredondo		Date
Marisa V. Arredondo		Date
Carlos A. Arredondo		Date

- 7 -

STATE OF NEW YORK	)
	) SS.:
COUNTY OF ERIE	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 8 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 9 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 10 -

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

EXHIBIT “E” TO LEASE

FORM OF LETTER TO BE DELIVERED BY CURRENT OWNER/MANAGER TO TENANTS

EXHIBIT E

Dear Customer,

As you may know, there are seventeen (17) Westy Storage Centers. Effective November 1, 2013, four (4) of these centers – that is, Danbury, Milford, Hicksville and Babylon – will not be operated by Westy. These centers will be renamed as New Operator Name and will be managed by them. Your Occupancy Agreement has been assigned to New Operator Name effective November 1, 2013. New Operator Name is, at this time, writing you to give you details of their services.

New Operator Name has agreed that they will not increase your rent for two (2) years from the time you moved in or from your latest rent increase, whichever is later. There is no rent guarantee beyond that. As the new Manager does not require security deposits, we are herein returning your security deposit.

It has been a privilege servicing you and we wish you every happiness and success.

John A. Arredondo

Director of Operations

Danbury, CT

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE (the “Amendment”) is made as of the 13th day of September, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

WHEREAS, Lessor and Lessee, entered into that certain Lease dated as of August 7, 2013 (the “Lease”) for the premises known as 15-19 Kenosia Avenue and 21-25 Kenosia Avenue, Danbury, Connecticut 06801 (the “Premises”) as more particularly described in the Lease;

WHEREAS, the parties desire to modify the terms of the Lease as hereinafter described. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Lease.

NOW, THEREFORE, for good and valuable consideration, receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1. The words “Danbury, NY” appearing in the top right corner of the first page of the Lease are hereby amended by replacing them with the following:

“Danbury, CT”

2. Schedule A to Exhibit B of the Lease is hereby amended by replacing it with Exhibit 1 attached hereto.

3. The Contracts that are to be assigned to Lessee and assumed by Lessee are set forth on Exhibit 2 attached hereto.

4. Paragraph 6.5 of the Lease is hereby deleted.

5. Paragraph 14.5 of the Lease is hereby revised in its entirety to read as follows:

Lessor shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Premises by Lessor, its agents, employees or contractors. At all times during the Term, Lessor shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Premises, except for environmental contamination for which Lessee is responsible under Section 14.4 hereof. If any Hazardous Materials, or any environmental contamination, are found on the Premises that were caused by Lessor, or that were in existence prior to Lessee’s occupancy of the Premises, for which any remedial action is required pursuant to Environmental Laws, Lessor shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws and governmental authority. Lessor agrees to defend, indemnify and hold harmless Lessee from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Premises of any Hazardous Materials caused by Lessor or that were in existence prior to the Commencement Date and/or (ii) any material violation by Lessor, and/or the current owner or manager of the Premises, of any Environmental Laws prior to the Commencement Date. The provisions of this Section 14.5 shall survive the expiration of the Term or earlier termination of this Lease.

6. Paragraph 5.4 of the Purchase Agreement attached as Exhibit B to the Lease is hereby revised in its entirety to read as follows:

SELLER shall, at its sole cost and expense, comply with the Connecticut Transfer Act, codified at Connecticut General Statutes Section 22a-134 et seq., as it may be amended or replaced from time to time (the “Transfer Act”) with respect to the Property, including the obligation to sign as Certifying Party (as defined in the Transfer Act), until such time as SELLER obtains a Verification (as defined in the Transfer Act) or a writing from the Commissioner of the Department of Environmental Protection confirming that the Property has been remediated in accordance with the Remediation Standards (as defined in the Transfer Act) if and to the extent the Property is an Establishment (as defined in the Transfer Act). SELLER and PURCHASER agree to execute and deliver all documents requested by the other to comply with the Transfer Act. SELLER shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Property by SELLER, its agents, employees or contractors. SELLER shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Property, except for environmental contamination for which PURCHASER is responsible under Section 14.4 of the Sovran Lease. If any Hazardous Materials, or any

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environmental contamination, are found on the Property that were caused by SELLER, or that were in existence prior to PURCHASER’s occupancy of the Property under the Sovran Lease, for which any remedial action is required pursuant to Environmental Laws and/or the Transfer Act, SELLER shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws, the Transfer Act and/or governmental authority. SELLER agrees to defend, indemnify and hold harmless PURCHASER from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Property of any Hazardous Materials caused by SELLER or that were in existence prior to the Commencement Date of the Sovran Lease, (ii) any material violation by SELLER, and/or the owner or manager of the Property prior to SELLER, of any Environmental Laws that occurred prior to the Commencement Date of the Sovran Lease and/or (iii) of the Property is an Establishment, any violation of, or noncompliance with, the Transfer Act by SELLER. The provisions of this Section 5.4 shall survive the Closing and delivery of the Deed.

7. The Inspection Period is hereby extended through 6:00 p.m. Eastern Time on September 27, 2013.

8. To the extent that the Survey includes an “as surveyed” metes and bounds legal description or descriptions prepared by Lessee’s surveyor, such “as surveyed” legal description or descriptions shall be deemed to be included in the Lease, and shall be included in the Memorandum of Lease, in all circumstances without any representation or warranty as to completeness or accuracy thereof from Lessor, as descriptions of the Premises along with the record legal description of the Premises that is currently attached to the Lease as Exhibit A.

9. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same instrument. Except as specifically modified and amended by this Amendment, there are no other changes or modifications to the Lease and all of the terms, covenants and conditions of the Lease, as modified and amended by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in full force and effect.

[SEE NEXT PAGE FOR SIGNATURES]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., general partner
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate Investment
By:	/S/ Michael Rogers
	Name:	Michael Rogers
	Title:	Vice President - Real Estate Operations
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee

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TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee
/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

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Exhibit 1

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	$	19,770,000	$	5,000	$	8,475,000
15-19 Kenosia Avenue
and 21-25 Kenosia Avenue
Danbury, Connecticut 06810
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 updated title commitment and updated survey.

Exhibit 2

CONTRACTS

Comprehensive Facilities Services Agreement dated January 1, 2013 by and between Hughes Environmental Engineering and Arredondo & Company, with respect to the Premises and the Milford, Farmingdale, and Hicksville properties only.

Agreement dated January 1, 2008 by and between Arredondo & Co. LLC (D.B.A.) Westy Self Storage and ThyssenKrupp Elevator Corporation, with respect to the Premises and the Milford, Farmingdale, and Hicksville properties only.

Planned Lighting Maintenance Agreement dated January 1, 2013 by and between Efficient Lighting Maintenance Inc. and Westy Self Storage/Arredondo & Co. LLC, with respect to the Premises and the Milford, Farmingdale, and Hicksville properties only.

Music Service Agreement dated January 1, 2007, by and between Westy’s Storage and Muzak LLC, with respect to the Premises and the Milford, Farmingdale, and Hicksville properties only.

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [fire alarm].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [security system].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [opening and closing reports].

Inspection and Service Agreement dated May 16, 2013, by and between Red Hawk Fire & Security and Westys Storage Center.

Service Agreement dated June 18, 2012, by and between Optimum Lightpath and Arredondo & Co LLC / DBA Westy Storage Ctr.

Roof Proposal dated July 12, 2011, by and between Heritage Systems and Susan Pritting, with respect to the Premises and the Milford property only.

Service Agreement dated September 9, 1999, by and between Kinsley Power Systems and Westy’s Storage Centers.

Pricing Agreement by and between Westy Self Storage Danbury and Jan-Pro.

Service Agreement dated February 1, 2012, by and between Winters Bros. and Westy’s Storage.

Westy’s Storage Maintenance Agreement dated April 2, 2013 by and between Moore Lawn Maintenance LLC and Westy’s Storage, with respect to the Premises only.

Business Class Service Order Agreement dated February 22, 2013, by and between Westy Storage and Comcast Cable Communications Management, LLC.

EX-10.21

Exhibit 10.21

LEASE

AGREEMENT OF LEASE, made this 7th day of August, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee covenant and agree as follows:

1. PREMISES

1.1 Lessor, in consideration of the Rent (as hereinafter defined) and of the covenants, conditions and agreements herein contained, and in consideration of a non-refundable $500 payment to be made by Lessee to Lessor following the full execution of this Lease, does hereby lease unto Lessee, and Lessee does hereby lease from Lessor, real property consisting of land, and all buildings and improvements, including 129,460± square feet of indoor self storage space, owned by Lessor and located at 65 West John Street, Hicksville, New York 11801, which real property is legally described in attached Exhibit “A” (collectively “Premises”). Lessee may utilize any personal property located on the Premises at no charge. Lessor and Lessee acknowledge and agree that as of the Commencement Date (as hereinafter defined) Lessee shall have the full and exclusive right to use, occupy, possess, operate and control the Premises, including the entire self storage facility on the Premises, subject to the Leases (as hereinafter defined) and covenants, easements and agreements of record (which covenants, easements and agreements may be raised by Lessee as title objections pursuant to Section 8 hereof).

1.2 This Lease is contingent upon Lessee entering into three (3) other leases involving self storage properties located at One Executive Boulevard, Farmingdale, New York, 15-19 Kenosia Avenue and 21-25 Kenosia Avenue, Danbury, Connecticut and 1525 Boston Post Road, Milford, Connecticut. See also Section 5.10 of this Lease.

2. USE OF PREMISES

Lessee is hereby granted the right to use the Premises during the Term (as hereinafter defined) for the following purposes, and for no other purposes without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed: Use and operation of a self storage facility, and all incidental, ancillary and related uses, including but not limited to offices, sales of customary self storage merchandise and the leasing of vehicles, vans and trucks. Subject to compliance with applicable governmental regulations and receipt of Lessor’s consent which shall not be unreasonably withheld, conditioned or delayed, Lessee may also sublease portions of the Premises for purposes such as billboards and cell communications without violating this Section 2.

3. TERM/LEASES/LIABILITIES

3.1 The term of this Lease shall be for a period of fifteen (15) years and two (2) months (“Term”) commencing on November 1, 2013 (“Commencement Date”) and expiring on December 31, 2028, subject to the contingencies set forth in Sections 5.4 and 5.5 hereof.

3.2 Lessee shall be responsible for and shall obtain any and all licenses and permits which may be necessary or required for Lessee’s use, occupancy and operation of the Premises as a self storage facility, provided however, from and after the Commencement Date, Lessee shall have the benefit of any licenses, permits, variances, approvals and certificates, including all certificates of occupancy, if any, with respect to the Premises in existence as of the date hereof (each a “Permit” and collectively “Permits”).

3.3 Lessor hereby assigns to Lessee effective as of the Commencement Date, all of the self storage leases, occupancy agreements, rental agreements pertaining to the Premises (each a “Lease” and collectively “Leases”), and the right to receive all rents, additional rents and other sums due under the Leases. Beginning as of the Commencement Date, Lessee shall have the right to enter into new leases/subleases, occupancy agreements and rental agreements (all of which will become part of the Leases) with respect to the Premises consistent with Lessee’s commercially reasonable practice, including the use of Lessee’s standard form of self storage lease.

3.4 Lessor hereby assigns to Lessee effective as of the Commencement Date, and Lessee shall assume as of the Commencement Date, the existing service contracts of Lessor including those existing service contracts of the current owner and/or current manager of the Premises that (i) were assigned to and assumed by Lessor or (ii) Lessor acquired the Premises subject to (each a “Contract” and collectively “Contracts”) provided that (a) Lessor has provided Lessee with complete copies of, and all amendments to, all of the Contracts (it being agreed that Lessee shall not be obligated to assume any Contract that Lessee has not received) and (b) Lessee’s assumption of Contracts shall be only with respect to those obligations under the Contracts which first arise from and after the Commencement Date. Lessor and Lessee shall indemnify one another respecting the Contracts assigned to and assumed by Lessee pursuant to Section 3.7 hereof. Promptly following the full execution hereof, Lessor and Lessee shall review all of the Contracts.

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3.5 Lessee shall not be obligated to assume or be responsible for the obligations under the existing management agreements affecting the Premises. Lessor shall use good faith efforts to terminate the existing management agreement for the Premises, which termination shall be effective no later than the Commencement Date.

3.6 Lessor shall use good faith commercially reasonable efforts to remove all Westy signage at the Premises, as well as all Westy-branded inventory by, and the removal of the same shall be a condition precedent to the occurrence of, the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). To the extent that Westy signage and/or Westy-branded inventory has not been removed from the Premises by the Commencement Date, Lessee may remove the same. Lessee shall not use any Westy-branded forms or Westy manuals. Upon the Commencement Date, Lessee shall have the right to retain and use the local telephone numbers and fax numbers currently used at and for the Premises, to the extent same may be transferred to Lessee. Prior to the Commencement Date, Lessor shall ensure that all references to the Premises are removed from any existing internet website of Lessor, Lessor’s predecessor in title (Hicksville Project LLC), Arredondo & Co., and any manager of the Premises, including the website known as http://www.westy.com and all other websites used for the Westy storage business, as provided in the agreement pursuant to which Lessor will be acquiring the Premises. Lessor shall cooperate reasonably with Lessee in connection with the transfer by Lessor to Lessee of customer lists and related information respecting the tenants of the Premises, all of which shall be a condition precedent to the occurrence of the Commencement Date (provided that Lessee, and only Lessee, may waive such condition precedent). Lessor shall not transfer to Lessee any of Lessor’s or Westy’s forms, manuals, intellectual property, trade secrets, computer software or any drawings, plans or specifications regarding building construction; provided, however, that copies of such drawings, plans and specifications, to the extent in Lessor’s possession, shall be provided by Lessor to Lessee prior to the Commencement Date for informational purposes only, except as necessary to operate, repair and maintain the Premises. Attached hereto as Exhibit E is a notice that is to be sent or delivered by Hicksville Project LLC, Arredondo & Co., Westy or any manager of the Premises to the tenants of the Premises. As of the Commencement Date, Lessee may also send notices and/or letters to tenants of the Premises advising the tenants of Lessee’s interest in the Premises and that rents shall be sent to Lessee, and Lessee shall provide a draft of such letter to Lessor at least five (5) business days prior to the date that Lessee intends to send or deliver such letter to tenants of the Premises (which letter must be reasonably acceptable to Lessor).

3.7 Lessee shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for any liabilities or obligations of Lessor (or any person or entity comprising Lessor) of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, and Lessor shall remain solely responsible for, all liabilities and obligations of Lessor respecting the Premises, the Leases, the Permits, the Contracts, and Lessor’s telephone numbers, fax numbers and yellow page advertisements that (a) exist as of, or that accrued prior to, the Commencement Date, including but not limited to all utility charges and taxes (such as, without limitation, real property taxes, sales tax, excise taxes and use taxes) and (b) are not expressly assumed by Lessee hereunder (each an “Excluded Liability” and collectively the “Excluded Liabilities”). Lessee shall only be responsible for obligations first arising from and after the Commencement Date under any Permit, Contract or

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Lease that are expressly assigned to and expressly assumed by Lessee hereunder (“Assumed Obligations”). The Assumed Obligations shall not include any obligation or liability of Lessor (or any person or entity comprising Lessor or any predecessor Lessor) arising out of any breaches or defaults by Lessor (or any person or entity comprising Lessor) under any of the Permits, Contracts or Leases, or arising out of any obligation which Lessor (or any person or entity comprising Lessor or any predecessor of Lessor) were to have performed or discharged thereunder prior to the Commencement Date. Lessee shall indemnify and defend Lessor and shall hold Lessor harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of breaches by Lessee of Assumed Obligations which occur on or after the Commencement Date. Lessor shall indemnify and defend Lessee and shall hold Lessee harmless from all claims, liabilities, damages, losses and expenses (including attorneys’ fees and court costs) arising out of (A) breaches of obligations under the Permits, Contracts and Leases arising before the Commencement Date and (B) the Excluded Liabilities. The obligations in this Section 3.7 shall survive the expiration of the Term or earlier termination of this Lease.

3.8 Upon the expiration of the Term or earlier termination of this Lease (a) Lessee shall quit and surrender the Premises to Lessor, broom clean, in good order and condition as required by the Lease, (b) Lessee shall remove from the Premises all of Lessee’s personal property and (c) all Permits, Contracts (that were assumed by Lessee) and Leases shall automatically be deemed to have been reassigned by Lessee to Lessor, and assumed by Lessor, without any further action (provided that Lessee at Lessor’s request shall deliver a written confirmation of such reassignment to Lessor).

3.9 Until the Commencement Date, Lessor shall use good faith commercially reasonable efforts to (and if Lessor is not the owner of the Premises, Lessor shall request such owner and any manager to) continue to operate the Premises as a self storage facility in the ordinary course of commercially reasonable business consistent with past practice. It shall be a condition precedent to the occurrence of the Commencement Date (which condition precedent may be waived by Lessee, and only by Lessee) that subsequent to the expiration of the Inspection Period neither Lessor nor any of the persons or entities comprising Lessor shall (and Lessor shall request that the current owner and manager of the Premises not) to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion (a) enter into any new leases, rental agreements or occupancy agreements affecting the Premises (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (b) sell, or enter into any leases affecting, any of the personal property at the Premises, (c) terminate or modify any Leases (except prior to the Commencement Date with respect to self storage leases in the ordinary course of commercially reasonable business consistent with past practice), (d) enter into any one (1) or more power purchase agreements, energy contracts or similar agreements (collectively “Power Purchase Agreements”), (e) enter into any new service contracts that cannot be terminated on 30 days or less notice without penalty or premium, (f) modify or terminate any Permits or Contracts assumed by Lessee, (g) apply for any variance, certificate, permit, approval, or a change of the present zoning classification of the Premises or (h) create, permit or allow any encumbrance on the Premises (the term “encumbrance” shall include, without limitation, any lien, claim, option, right of first refusal, right of first offer, encroachment, right-of-way, easement, covenant, condition, restriction, mortgage, deed of trust, assignment of rents, judgment or mechanic’s lien). If Lessor (or any person or entity comprising Lessor) becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the expiration of the Inspection

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Period, Lessor shall provide prompt written notice to Lessee (“Lessor’s Notice”). If Lessee becomes aware of the occurrence of any one (1) or more of the events set forth in subsections (a) through (h) above in this Section 3.9 prior to the Commencement Date via Lessor’s Notice or otherwise, Lessee may terminate this Lease on written notice to Lessor by the later of (i) the end of the Inspection Period or (ii) five (5) business days following either Lessee’s receipt of Lessor’s Notice or Lessee’s becoming aware of any one (1) or more of the aforementioned (a) through (h) events. In the event that between the expiration of the Inspection Period and the Commencement Date, the Premises are not operated as a self storage facility, in the ordinary course of commercially reasonable business consistent with past practice in accordance with this Section 3.9, or in the event that any one (1) or more of subsections (a) through (h) in this Section 3.9 occurs to the extent the same would have a material adverse effect on the Premises or the operation thereof as determined by Lessee in Lessee’s reasonable discretion, Lessee may terminate this Lease on written notice to Lessor on or prior to the Commencement Date, and, provided such contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorney’s fees) as its sole and exclusive remedy.

3.10 Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, neither the Premises (nor any portion thereof) may be listed or offered for sale or lease by Lessor (or any person or entity comprising Lessor, or any agent of any of them), nor may any third party offer involving all or any portion of the Premises be sought or solicited by Lessor (or any person or entity comprising Lessor, or any agent of any of them), until after the expiration of the Option Period (provided that Lessee has not exercised the Purchase Option). Provided Lessee is not in default beyond the expiration of applicable grace, notice and cure periods, until the Option Period expires (provided that Lessee has not exercised the Purchase Option), neither Lessor nor any person or entity comprising Lessor, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease (except as expressly provided herein), agreement, offer or contract respecting the Premises. If Lessee exercises the Purchase Option and pending closing thereunder, neither Lessor nor any person or entity comprising Lessor shall undertake any one (1) or more of the actions described in this Section 3.10.

3.11 Lessee has no right to extend the Term of this Lease.

3.12 In the event Lessee remains in the Premises beyond the expiration of the Term, or beyond an earlier termination of this Lease, such holding over shall not constitute a renewal of this Lease or an extension of the Term and Lessee will pay Lessor for each month and for each portion of any month during which Lessee holds over in the Premises after expiration or sooner termination of the Term of this Lease a sum equal to two (2) times the Rent and additional rent which was payable during the last month of this Lease. The aforesaid obligations shall survive the expiration or sooner termination of the Term of this Lease.

4. RENTAL

In consideration of the Premises and the Purchase Option (as hereinafter defined), Lessee covenants and agrees to pay to Lessor, without demand, set-off or deduction whatsoever, annual rent in the amount of $1,647,500 to be paid monthly in the amount of $137,291.67 per month (“Rent”)

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beginning on the Commencement Date. Beginning January 1, 2015, Rent shall increase by four percent (4%) per year, calculated on a cumulative and compounded basis. Rent shall be payable in advance on or before the first day of each month, from the Commencement Date through the end of the Term. Rent payments shall be sent to, and shall be made payable to, Arredondo Holdings, 35 Field Point Circle, Greenwich, Connecticut 06830. At the request of Lessor, Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Lessor. The Rent payable hereunder shall be in addition to all other payments to be made by Lessee as hereinafter provided.

5. OPTION TO PURCHASE/DUE DILIGENCE/CONTINGENCIES

5.1 Provided Lessee is not in default beyond expiration of any applicable grace, notice and cure periods, Lessee shall have the exclusive option from and after November 2, 2014 through June 2, 2016 (“Option Period”) to elect to purchase the Premises and the personal property therein (“Purchase Option”), in Lessee’s sole discretion, at and for a purchase price equal to $32,950,000. Lessee may exercise the Purchase Option by providing written notice to Lessor on or before June 2, 2016 but in no event sooner than November 2, 2014. In the event that Lessee exercises the Purchase Option (a) the closing shall occur on or about ninety (90) days following the date of Lessee’s exercise of the Purchase Option; provided, however, that the closing shall occur no earlier than February 2, 2015 and (b) the terms of purchase and sale set forth in attached Exhibit “B” shall automatically govern and be binding upon Lessor and Lessee (“Purchase Agreement”). In the event that Lessee exercises the Purchase Option, this Lease will be deemed to have expired on the date that Lessee acquires title to the Premises and the personal property therein, and all obligations under this Lease shall terminate except for those that expressly survive termination hereof and expiration of the Term. The Purchase Option shall run with the Premises, and shall bind all successors, assigns, heirs, distributees, executors, administrators, personal representatives, trustees, beneficiaries, grantees, mortgagees and transferees of Lessor. If prior to or after the exercise of the Purchase Option by Lessee, for any reason (including without limitation the acts or omissions Lessor, parties claiming by or through Lessor and/or the current owner or current manager of the Premises but excluding acts or omissions of Lessee) the Purchase Option is or becomes unenforceable, or if the Purchase Option is deemed to be inferior in priority to any subsequent holder of an interest in the Premises or any part thereof (such as any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises) or if any one or more future owners, grantees, lessees, lienors, transferees or mortgagees of the Premises (or any part thereof) are not fully bound by the Purchase Option (for example, if the unenforceability, subordination, extinguishment, potential extinguishment or non-binding nature of the Purchase Option arose out of any sale, conveyance, lease, transfer or mortgage of all or any part of the Premises), Lessee may specifically enforce its right to exercise the Purchase Option and its right to compel and specifically enforce the transfer and conveyance of the Premises and personal property to Lessee; provided, however, if either or both of the aforementioned specific performance remedies are not enforceable or are otherwise unavailable to Lessee, Lessee may terminate this Lease by providing written notice to Lessor. Nothing in this Section 5.1 (or elsewhere in this Lease) shall be construed to be a waiver by Lessee of any of Lessee’s rights or remedies with respect to the Purchase Option, in law or equity, and Lessee fully reserves all of its rights and remedies; provided, however, Lessee may only sue Lessor for damages if Lessor made the remedy of specific performance unavailable by Lessor’s act or acts.

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5.2 Beginning upon the date of full execution and delivery hereof, Lessee shall have until 11:59 p.m. Eastern Time on September 16, 2013 (“Inspection Period”) within which to conduct at its sole cost and expense due diligence investigations, inspections and reviews of the Premises, the scope of which Lessee shall determine. On prior notice to Lessor, Lessee shall be allowed to enter and access the Premises and, subject to the provisions of this Lease, the right to review all due diligence information described herein even if Lessor does not own the Premises or the due diligence information; and Lessor hereby agrees to indemnify, defend and hold Lessee harmless from and against any and all claims by the current owner and/or current manager, including damages, liabilities, losses and expenses (including attorney’s fees) arising out of Lessee’s entry upon the Premises and review of the due diligence materials. In regard to Lessee’s surveyors having access to the Premises, Lessee will instruct the surveyors to contact Lessor’s counsel and/or Carlos A. Arredondo for purposes of accessing the Premises, and such access shall not be delayed. The effectiveness of this Lease is contingent upon Lessee satisfying itself (in Lessee’s sole and absolute discretion) that the Premises are acceptable to Lessee, including (without limitation) that all of the information (including financial information) received by Lessee respecting the Premises is acceptable to Lessee. Lessee may inspect the Premises to conduct its due diligence review. On prior notice to Lessor, Lessee and its agents, contractors and employees shall have access to the Premises (and all records and other information related to the Premises as set forth on Exhibit C shall be made available to, or shall be provided to, Lessee by Lessor). The examinations shall be conducted during business hours, from time to time, and subject to the rights of tenants, and shall not under any circumstances compromise or affect the structural integrity of the Premises. Lessee may have the Premises surveyed without Lessor’s prior approval. Lessee must obtain Lessor’s prior written approval of the scope and method of any physically intrusive environmental inspection, testing or investigation of the Premises (other than a Phase I environmental inspection which Lessee may obtain in its sole discretion) including, without limitation, any inspection which would involve taking subsurface borings or related investigations, and any inspection which would alter the physical condition of the Premises. Lessor and its representatives, agents, and/or contractors shall have the right to be present during any testing, investigation, or inspection of the Premises. In no event shall Lessee or any of its agents, representatives or independent contractors contact any tenant at the Premises, any governmental agencies having jurisdiction over the Premises (except for a status of notices of violations, if any, and a confirmation of the zoning status of the Premises by Lessee and/or through a zoning report Lessee may order from Bock & Clark, and the existence of the certificates of occupancy or their equivalent), or Lessor’s vendors directly without Lessor’s prior written approval. Lessor shall provide to Lessee the information on Exhibit “C” attached hereto (in Lessee’s Buffalo, New York office Attention: Sandra L. Herberger), electronically or by hard copy within one (1) business day after receipt of the same from the current owner, which information Lessor shall seek and demand as soon as Lessor has the right to do so.

5.3 Lessor shall provide reasonable cooperation with respect to Lessee’s investigations, inspections and reviews hereunder. If the Premises (or any investigation, inspection or review conducted by Lessee hereunder) is unsatisfactory to Lessee, in Lessee’s sole and absolute discretion, Lessee may (for any reason or no reason) terminate this Lease by providing written notice to Lessor prior to the end of the Inspection Period, TIME BEING OF THE ESSENCE. Lessor’s failure to deliver to Lessee any of the above items within the period provided shall not result in the extension of the Inspection Period, and Lessee’s sole remedy therefor shall be Lessee’s right to terminate this Lease by delivering written notice thereof to Lessor on or prior to the expiration of the Inspection Period. All information provided by Lessor to Lessee or obtained by Lessee relating to the Premises

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in the course of Lessee’s review, including, without limitation, any environmental assessment or audit, if any (collectively, the “Reports”) shall be treated as confidential information by Lessee and Lessee shall instruct all of its employees, agents, representatives, and contractors (collectively, “Lessee Representatives”) as to the confidentiality of all such information. Unless and until Lessee acquires title to the Premises, Lessee shall maintain the confidentiality of such information, and shall require Lessee Representatives not to disclose any such information to any other party. Lessor shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief in the event of any such breach or threatened breach. Notwithstanding the foregoing, the confidentiality requirement set forth above shall not apply to (a) information already in the public domain, (b) information already disclosed to others as non-confidential by Lessor, the current owner of the Premises, the current manager of the Premises or any agent or employee of any of them or (c) information that must be disclosed pursuant to applicable law, order or governmental demand. Lessee may share all information and Reports with its attorneys, brokers, insurers, title insurers, surveyors, accountants, lenders and other consultants provided Lessee informs them of the confidential nature of this information.

5.4 Lessee’s obligations hereunder are subject to, contingent upon and conditioned upon (i) Lessee receiving financial assistance through payment-in-lieu-of tax agreements (“PILOT”) and related documentation acceptable to Lessee, in Lessee’s sole discretion, as evidenced by a final inducement resolution from the Nassau County Industrial Development Agency (the “IDA”), (ii) the approval of this Lease and the transactions described herein by the Board of Directors of Lessee’s corporate general partner, and (iii) the agreement of IDA, Lessor and Lessee as to form and substance of the documents and instruments to be executed and delivered by Lessor in connection with the financial assistance from IDA to Lessee (the “IDA Documents”); provided however, (x) Lessor and/or Lessee will execute IDA Documents that are reflective of Lessee’s option to purchase the Premises prior to September 2, 2016 (as set forth in Section 5.1 above), (y) Lessor and/or Lessee will not execute any IDA related documents that after September 2, 2016 will (a) transfer Lessor’s title to the IDA or (b) encumber Lessor’s title to the Premises in such a way that would negatively affect the marketability of title to the Premises other than a sublease and sub-sublease arrangements with the IDA and Lessor will consider in good faith an execution and delivery of a mortgage securing the PILOT payments which is the equivalent of a lien for unpaid real property taxes, and any customary amendments in connection with the transfer of title to Lessee in the event that Lessee exercises and closes on the Purchase Option (all of which IDA documentation will be reviewed and agreed upon in good faith by Lessor, Lessee and the IDA during the Inspection Period) and (z) should Lessee terminate the Lease for any reason or the Lease is otherwise terminated (other than in connection with the closing under the Purchase Option), any responsibility by the Lessor or the Premises to the IDA must be simultaneously extinguished by the Lessee (with such obligation to survive the aforementioned termination of the Lease). The aforementioned contingencies are for the exclusive benefit of Lessee, and if they are not satisfied Lessee may terminate this Lease by providing written notice to Lessor prior to the end of the Inspection Period, TIME BEING OF THE ESSENCE, and if Lessee fails to do so all of the contingencies with respect to the PILOT, the IDA and, except as provided in the following sentence, Lessor’s obligation to execute any documents and instruments in connection therewith shall be deemed waived by Lessee and all references to the PILOT and the IDA in this Lease shall be deemed deleted. Notwithstanding the provisions of the preceding sentence, Lessor agrees at Lessee’s request to execute those IDA Documents that have been previously approved by Lessor in accordance with this paragraph. Lessor shall reasonably cooperate with Lessee, and shall furnish Lessee with all information and materials reasonably

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requested by Lessee to the extent in Lessor’s possession, including information and materials as may be required by Lessee’s auditors and/or in connection with (a) requirements of the Securities and Exchange Commission and any public filing required, applicable to Lessee and/or its affiliates and (b) Lessee’s seeking of financial assistance from the IDA. Lessee shall pay all fees in connection with the financial assistance sought by Lessee from the IDA as described above. Subject to the confidentiality provisions set forth in this Lease which do not prohibit disclosure to the IDA or its counsel or other advisors, Lessee may make, any disclosures required or appropriate in connection with all of the foregoing.

5.5 Lessor intends to acquire the Premises from Hicksville Project LLC on or before the Commencement Date. Lessee’s obligations under this Lease are expressly subject to, conditioned upon and contingent upon (a) Lessor (and only Lessor) acquiring and holding insurable fee simple title to the Premises as of the Commencement Date; (b) Lessor’s acquisition of the Premises and the personal property therein having been duly authorized by the entity that conveyed the same to Lessor; (c) Lessor furnishing Lessee by the Commencement Date with all necessary approvals, consents and resolutions of the trustees of each trust entity comprising Lessor authorizing the transactions contemplated hereby; (d) Lessor furnishing Lessee with a Non-Disturbance Agreement (as hereinafter defined) by the Commencement Date from all parties holding a Mortgage (as hereinafter defined) encumbering the Premises; (e) all management agreements affecting the Premises having been terminated prior to the Commencement Date; (f) Lessor having cured by the Commencement Date all title objections raised by Lessee that Lessor agrees to cure pursuant to Section 8 hereof, and there having been no change in the status of title to the Premises between the date that Lessee approves of the status of title (if at all) pursuant and subject to Section 8 hereof and the Commencement Date; (g) Lessor having delivered to Lessee the Non-Competition Agreement (as hereinafter defined), the Settlement Statement (as hereinafter defined) with adjustments as of the Commencement Date once prepared and delivered by Lessee’s title insurer and approved by Lessor and Lessee, and the Memorandum of Lease (as hereinafter defined) along with the T.P. 584 and T.P. 584.1 forms and, to the extent required by the IDA, the IDA Documents, all of the foregoing no later than the Commencement Date, (h) following an update of the status of title through the Commencement Date, Lessee having obtained a leasehold title insurance policy, and the IDA having obtained a leasehold title insurance policy and a mortgage title insurance policy insuring the mortgage encumbering the Premises securing the PILOT obligations, all of such policies being effective and paid for by Lessee as of the Commencement Date without any additional liens, encumbrances or exceptions beyond what was disclosed in the initial commitments of title issued to Lessee and the IDA and (i) if the current owner and/or current manager of the Premises delivers to Lessor an updated rent roll, which Lessor shall promptly request from the current owner and current manager of the Premises, Lessor having delivered to Lessee a rent roll certificate, attached to which is a current rent roll, pursuant to which Lessor certifies to Lessee, to Lessor’s knowledge, that the rent roll is accurate and that there are no other tenants at the Premises except those set forth on such rent roll, and a certificate certifying that all of the representations and warranties of Lessor under this Lease are true and correct in all material respects on and as of the Commencement Date except as modified hereby. The aforementioned contingencies are for the exclusive benefit of Lessee, and may be waived by Lessee only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by Lessee in writing (it being understood that subsection (a) of this Section 5.5 respecting Lessor’s ownership of the Premises cannot be waived), Lessee may terminate this Lease by providing written notice to Lessor no later than three (3) business days after the Commencement Date but prior to occupancy of the Premises by Lessee, and, provided such

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contingencies are not satisfied because of any acts of Lessor in violation of this Lease, upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

5.6 In the event that Lessee obtains the financial assistance from the IDA described in Section 5.4 hereof, Lessor shall be obligated to execute and deliver the IDA Documents only in form and substance previously agreed to by Lessor, Lessee and IDA.

5.7 It is the parties’ understanding that Lessor intends to acquire the Premises no later than November 1, 2013, and that the Commencement Date will be November 1, 2013. The Commencement Date shall be adjusted to the date that Lessor acquires the Premises if such acquisition occurs after November 1, 2013; provided, however, if Lessor has not acquired fee title to, and has not delivered possession of the Premises to Lessee by, January31, 2014, Lessee may terminate this Lease on written notice to Lessor, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees). If Lessor shall be unable to deliver possession of the Premises on the date anticipated for the commencement of the Term hereof (i.e. November 1, 2013) because Lessor through no fault of Lessee has not acquired fee title to the Premises, Lessor shall not be subject to any liability, nor shall the validity of this Lease nor the obligations of Lessor or Lessee hereunder be thereby affected, but the rent payable hereunder shall be abated and the Commencement Date extended to the date that Lessor has acquired title to the Premises and given Lessee possession thereof. If by reason of such delay, the Term of this Lease shall commence subsequent to such anticipated Commencement Date of November 1, 2013, the Term of this Lease shall not be deemed extended for the same period and shall expire on December 31, 2028. Notwithstanding the foregoing, and for purposes of avoiding any ambiguity, Lessee may terminate this Lease upon written notice to Lessor in the event that Lessor has not acquired fee title to, and has not delivered Lessee possession of, the Premises by January 31, 2014, and upon such termination Lessor shall promptly reimburse Lessee in an amount equal to the documented reasonable out-of-pocket costs and expenses incurred by Lessee in connection with this Lease and its due diligence investigations of the Premises (including attorneys’ fees).

5.8 It is clearly understood that this Lease is completely net on the part of Lessor with no right of offset on the part of Lessee. It is agreed that all costs, expenses and charges of every kind and nature whatsoever relating to the Premises which first may arise or first become due during the Term of this Lease including, without limitation, those relating to the maintenance, preservation, care, repair, replacement and operation of the Premises (including, without limitation, all costs, expenses and charges for water, sewer, natural gas, electricity, telephone and any other utility used upon or furnished to the Premises) shall be paid and/or performed by Lessee, at Lessee’s sole cost and expense, provided that Lessee shall have no obligation to make any capital repairs or replacements to the buildings, improvements or mechanical systems located at or on the Premises prior to the Commencement Date. All taxes, charges, costs and expenses which Lessee is obligated to pay under any provisions of this Lease together with all interest and penalties that may accrue thereon in the event of Lessee’s failure to pay the same as herein provided, all other costs and expenses for which Lessee is responsible hereunder, which Lessor may suffer or incur, and any and all other sums which may become due, by reason of any default of Lessee or failure on Lessee’s part to comply with the

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agreements, terms, covenants and conditions of this Lease on Lessee’s part to be performed, and each or any of them, shall be deemed to be additional rent and, in the event of non-payment, Lessor shall have the rights and remedies provided herein in the case of non-payment of Rent.

5.9 In the event that Lessor sells, transfers or conveys the Premises or any portion thereof to a person or entity that is not approved by the IDA (to the extent that such approval is required) and such sale, conveyance or transfer by Lessor invalidates the IDA Documents or causes the loss of any financial assistance represented thereby, including but not limited to any IDA lease, sublease, subsublease or PILOT agreement, then Lessee may terminate this Lease on written notice to Lessor.

5.10 Lessee may not terminate this Lease under any circumstances without also simultaneously terminating the other three (3) leases referred to in Section 1.2 hereof, and any termination of this Lease by Lessee shall be deemed to be a termination of the other three (3) leases. Lessee may exercise the Purchase Option only if it also exercises the purchase options under the other three (3) leases referred to in Section 1.2 hereof, and the closings of the sales of all four (4) transactions shall occur simultaneously.

6. LESSOR’S WARRANTIES, REPRESENTATIONS AND COVENANTS

6.1 Lessor warrants, represents and covenants to Lessee as follows as of the Commencement Date:

(a) To Lessor’s knowledge, no portion of the Premises is in violation of (i) any law, statute, ordinance, rule, code, regulation or order (including but not limited to zoning ordinances, building codes, Americans with Disabilities Act, or similar state or local law, or Environmental Laws, as hereinafter defined) or (ii) any covenant, easement, right of way or restriction affecting all or any portion of the Premises, which would have a material adverse effect on the operation of the Premises as a self storage facility.

(b) No person or entity comprising Lessor has received any written notice of, nor is there pending, any condemnation proceeding (or transfer in lieu thereof) or foreclosure proceeding (or transfer in lieu thereof) affecting the Premises or any part thereof.

(c) Other than with respect to payment of interest on security deposits, no person or entity comprising Lessor has received any written notice of, nor is there pending, any litigation, claim, action or proceeding against Lessor or any person or entity comprising Lessor, or involving the Premises or any Lease, Contract or Permit, which would have a material adverse effect on the operation of the Premises as a self storage facility.

(d) To Lessor’s knowledge, no Hazardous Materials (as hereinafter defined) are present at, in, on or under the Premises, or any part thereof. No person or entity comprising Lessor has received any notice of or information reflecting any violation of Environmental Laws related to the Premises (or any portion thereof) or the presence or release of Hazardous Materials on or from the Premises (or any portion thereof). No clean up, investigation, remediation, administrative order, consent order, agreement or settlement is in existence with respect to the Premises or any part thereof nor, to the knowledge of Lessor, is any such investigation, remediation, administrative order, consent order, agreement or settlement threatened, planned or anticipated. No person or entity comprising Lessor has engaged in or permitted any release, spill, generation, disposal, storage or

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handling of any Hazardous Materials on the Premises, or any part thereof. There are no underground storage tanks located on, in or under the Premises. Lessor will give immediate oral and written notice to Lessee of Lessor’s receipt of any notice involving a violation, threat of violation or suspected violation of any one (1) or more Environmental Laws. Lessor has no knowledge of any tenant or occupant at the Premises who may be storing, releasing or generating any Hazardous Materials.

(e) To Lessor’s knowledge, the entity from whom Lessor will acquire title to the Premises is a properly formed entity, in good standing in the State of its formation and the State in which the Premises are located and was duly authorized to convey the Premises to Lessor. Each trust entity comprising Lessor is duly organized, validly existing and in good standing under the laws of the State of its formation and the State in which the Premises are located. Each trust entity comprising Lessor has full power and authority to own, operate and lease the Premises.

(f) Lessor has the full power and authority to enter into this Lease and to perform Lessor’s obligations hereunder. This Lease constitutes and contains legal, valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms.

(g) The financial information given to Lessee by Lessor or any agent of Lessor concerning the Premises and its operation to Lessor’s knowledge is true and correct in all material respects, and fairly represents the stated revenues and operating expenses of and for the Premises.

(h) There are no leases, tenancies or occupancies affecting the Premises except the Leases, all of which have or shall be made available to Lessee for review. All of the Leases are self storage leases, and to Lessor’s knowledge are in full force and effect, have not been terminated, modified or assigned, and have been fully complied with by the landlords and tenants thereunder. There are no commercial leases (such as billboard, retail, cell tower, communications, or office) or residential leases affecting the Premises. There is no person residing on any part of the Premises.

(i) Except with respect to self storage Leases in the ordinary course of commercially reasonable business and consistent with past practice, no tenant is entitled to any alterations, installations, decorations or other similar work (not yet performed) for consideration (not yet given) in connection with its tenancy.

(j) None of the persons or entities comprising Lessor is a foreign person or entity under the Foreign Investment Real Property Tax Act (“FIRPTA”).

(k) Each person and entity comprising Lessor is solvent, and the consummation of the transaction contemplated hereby will not render any person or entity comprising Lessor insolvent. No person or entity comprising Lessor is involved in, nor are they contemplating, any bankruptcy, reorganization or insolvency proceedings. The Rent constitutes fair consideration, and was negotiated in good faith pursuant to arms-length negotiation.

(l) Neither this Lease nor to Lessor’s knowledge any other document furnished by or on behalf of Lessor in connection with this Lease contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

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(m) To Lessor’ knowledge, there are no latent defects affecting the Premises. All buildings and improvements on the Premises are structurally sound (including all roofs and foundations) and all mechanical systems serving the Premises such as the heating, ventilating, air conditioning, plumbing, electrical, security, climate control, sprinkler, lighting, sewer (storm and sanitary) and drainage systems, are in good working order and comply with applicable laws, statutes, codes, ordinances, rules and regulations. To Lessor’s knowledge, there is no termite (or other insect) infestation of any kind at the Premises or any portion thereof. There are no pending or, to the knowledge of Lessor, contemplated, planned, anticipated or threatened, any tax assessment (other than normal property tax assessments), special assessment or, except as disclosed to Lessee, reduction proceedings related to the Premises or any part thereof. Any refunds that are applicable to the time period prior to the Commencement Date shall belong to Lessor, and shall be returned to Lessor if credited to Lessee on future tax bills or received by Lessee from the tax authorities.

(n) The execution, delivery and performance of this Lease by Lessor comply with the trust agreements and instruments of those trusts comprising Lessor, and have been duly authorized by the trustees of such trusts.

(o) All Permits, Leases and Contracts are valid, binding and in full force and effect, and none of the entities comprising Lessor is in breach thereunder. There are no oral Leases. Copies of all of the Contracts have been delivered to Lessee. All Contracts are in writing.

(p) To Lessor’s knowledge, there are no notices of outstanding requirements or recommendations with respect to the Premises from (a) any insurance company which issued a policy pertaining to the Premises or (b) any board of fire underwriters or other body exercising similar functions. Prior to Commencement Date, Lessor carries the following insurance: property/casualty, and liability (including contractual liability). Lessor has given due and timely notice of any claim and of any occurrence known to Lessor which may give rise to a claim affecting the Premises, and has otherwise complied in all respects with the provisions of such policies.

(q) The current record owner of the Premises and personal property therein is Hicksville Project LLC. Lessor has entered into a binding agreement to acquire the Premises and personal property therein from Hicksville Project LLC which is scheduled to close on November 1, 2013. Lessor shall fully comply with the terms of such agreement and, to the extent that Lessor has the right to do so, Lessor shall specifically enforce its rights to acquire the Premises under such agreement. Pursuant to such agreement, Hicksville Project LLC has no right to list the Premises for sale or solicit other offers for the Premises, and cannot enter into any agreement to sell or lease the Premises to any other party, person or entity other than Lessor. To Lessor’s knowledge, no third party has any agreement, contract, memorandum of understanding, option, right of first refusal, letter of intent, or other right to acquire or lease any part of or any interest in the Premises or any part thereof.

(r) The Premises are assessed as a separate and single tax lot; the Premises are not a part of a larger tax lot. No portion of the Premises is partially or fully exempt from real property taxation. There are no roll back taxes, assessments (other than normal property tax assessments), special assessments or respreads due on the Premises or any part thereof.

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(s) Lessor and its predecessor in title have timely paid in full any and all sales, excise, employment and/or use taxes due in connection with the purchase and/or sale of goods or services, the sale of inventory and/or merchandise, the rental of storage units and/or the leasing of outdoor parking spaces for storage or parking of vehicles prior to the Commencement Date.

(t) To Lessor’s knowledge, the Premises comply in all material respects with all easements, rights of way, covenants and restrictions affecting the Premises. To Lessor’s knowledge, the Premises have vehicular and pedestrian access to a publicly dedicated road via existing, permitted curb cuts. To Lessor’s knowledge, no portion of the Premises is a local, state or federal historic landmark, and no portion of the Premises, to the knowledge of Lessor, is archeologically significant. To Lessor’s knowledge, there is no cemetery or burial ground on or under the Premises. To Lessor’s knowledge, there are no oil and/or gas leases, or other similar mineral leases, affecting the Premises or any part thereof, and no third party has any surface rights on or over the Premises or any part thereof in relation to oil, gas or mineral rights. The Premises are served by public water and public sanitary sewers; there are no septic systems or private wells. To Lessor’s knowledge, all requisite variances, permits, certificates, licenses and approvals necessary to own, use and operate the Premises for self storage purposes have been obtained and are in effect.

(u) The Purchase Option is enforceable against Lessor subject to Lessor’s acquisition of title to the Premises, and has priority over and is binding upon any subsequent grantee, lessee, mortgagee and any other party obtaining an interest in the Premises or any part thereof subsequent to this Lease. Any and all mortgage indebtedness affecting the Premises may be and shall be satisfied, terminated, discharged and defeased by Lessor at closing of title in the event that Lessee exercises the Purchase Option.

(v) Prior to Commencement Date and subject to apportionment provided in this Lease, to the extent due and payable all real property taxes, assessments, sewer charges, water bills and utility charges affecting the Premises have been paid in full or will be paid in full, and will be current.

(w) To Lessor’s knowledge, there are no Power Purchase Agreements affecting the Premises.

(x) None of the persons or entities comprising Lessor is (i) identified on the OFAC List (as hereinafter defined) or (ii) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States. The term “OFAC List” shall mean the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any law, rule, regulation or Executive Order of the President of the United States, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States.

(y) There are no liens, encumbrances, easements, rights of way, covenants, restrictions or agreements that could or would prevent, extinguish or interfere with Lessee’s leasehold interest in the Premises or Lessee’s use and/or occupancy of the Premises.

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(z) All utilities necessary for Lessee to operate a self storage facility at the Premises are available at the Premises, including gas, electricity, water, telephone and cable.

(aa) The use of the Premises by Lessee for self storage purposes is permitted as of right under the zoning ordinance affecting the Premises.

(bb) Lessor never had, does not currently have, and shall not have, any employees with respect to the Premises.

6.2 In the event that Lessor (or any entity comprising Lessor) learns that any of the representations and warranties contained in or referred to in this Agreement is or will become inaccurate, Lessor shall give prompt detailed written notice thereto to Lessee.

6.3 The word “Lessor’s knowledge” in this Lease shall mean the knowledge of Carlos A. Arredondo.

6.4 Any due diligence review, audit (such as an environmental audit of the Premises) or other investigation or inquiry undertaken or performed by or on behalf of Lessee to the extent of knowledge of Lessee shall limit, qualify, modify, and amend the representations and warranties of Lessor made or undertaken pursuant to this Lease to the extent necessary to eliminate any inconsistency and to conform such representations and warranties to the findings. The representations and warranties set forth herein shall be true and correct in all material respects as of the Commencement Date, as deemed modified by this Section 6.4, shall survive the Commencement Date for a period of ninety (90) days, and those pertaining to the status and authority of Lessor shall be reaffirmed by Lessor in the event that Lessee exercises the Purchase Option in accordance with attached Exhibit “B”. In the event subsequent to the Commencement Date, Lessee first becomes aware that any representation or warranty of Lessor herein is or became untrue or materially inaccurate after the expiration of the Inspection Period and has a material adverse effect on the Premises and the operations thereof as a self-storage facility, Lessee may not terminate this Lease but may sue Lessor for damages; provided, however, that Lessee may only exercise its remedies under this Section 6.4 if Lessee did not know of the material inaccuracy or untruth of any of Lessor’s representations or warranties prior to the Commencement Date and did not terminate this Lease prior to the Commencement Date, and further provided that any action for damages is commenced within the aforementioned ninety (90) days survival period.

7. TAXES, CHARGES, UTILITIES, ASSESSMENTS, ADJUSTMENTS

7.1 From the Commencement Date and during the Term of this Lease, Lessee shall be responsible for timely payment prior to the last day that same is due without any penalty or interest of any and all real estate taxes or their equivalent and payments in lieu of taxes affecting the Premises directly to the taxing authority and/or the IDA. Upon Lessor’s request, Lessee shall provide Lessor with proof of payment of same. If Lessor should receive any bills or invoices for real estate taxes or payments in lieu of taxes, Lessor shall immediately deliver same to Lessee.

7.2 From and after the Commencement Date and during the Term, Lessee shall be responsible for timely payment of all charges for electricity, heat, water, gas and any other utilities related to possession and occupancy of the Premises directly to the utility providers. The parties shall cooperate in order to effectuate an uninterrupted transfer of utility services to Lessee as of the

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Commencement Date, provided that no Power Purchase Agreements shall be transferred to Lessee without Lessee’s express prior written consent. All costs for utility services arising after the Commencement Date shall be the responsibility of Lessee. All costs for utility services arising prior to the Commencement Date shall be the responsibility of Lessor.

7.3 Lessor shall pay as and when due all sales tax, excise tax, use tax, employment tax and any other tax which Lessor and Lessor’s predecessor in title should have been collecting and remitting pursuant to law through the Commencement Date, including but not limited to such taxes due in connection with (a) the sale of inventory, merchandise and goods such as boxes and locks, (b) the furnishing of services, (c) the leasing of self storage units and collection of rent thereon and (d) the leasing of parking spaces and collection of rent thereon (all of the foregoing collectively “Sales Tax”). To the extent such information is in Lessor’s possession or is otherwise available to Lessor upon request therefor, Lessor shall furnish Lessee with proof of payment of Sales Tax before the end of the Inspection Period. Lessor hereby indemnifies, defends and holds Lessee harmless from and against, and Lessor shall reimburse Lessee for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessor and/or Lessor’s predecessor in title (including the current owner and current manager of the Premises) to pay any and all Sales Tax due and payable for the period of time prior to the Commencement Date. This indemnification obligation shall survive the expiration of the Term, or earlier termination of this Lease as well as the closing of Lessee’s acquisition of the Premises in the event that Lessee exercises the Purchase Option.

7.4 The following are to be adjusted and apportioned as of the Commencement Date by Lessor’s outside accountant, Peter Formanek, CPA, which adjustments and prorations are subject to Lessor’s and Lessee’s approval, and shall be included in a settlement statement prepared by Lessee’s title insurer reflecting such adjustments and prorations (“Settlement Statement”) for execution by Lessor and Lessee: All non-delinquent rental payments, non-delinquent real property taxes and assessments and sewer charges. There shall be no adjustment or apportionment for yellow pages, signs, billboards or other advertising involving Westy Self Storage. Lessee shall receive a credit of $16,000 with respect to miscellaneous items of personal property. Upon request, Lessor, to the extent in Lessor’s possession, shall submit to Lessee receipts evidencing the payment of taxes, assessments, utility charges, water charges, sewer charges and other charges through the Commencement Date. Lessor will obtain meter readings on or about the Commencement Date for utilities, and shall pay the bills when due; provided, however, that any unpaid utilities that constitute liens on the Premises shall be paid by Lessor at or prior to the Commencement Date. Lessee will be given a credit on the Commencement Date for all security deposits and prepaid rents under the Leases which have been paid as of the Commencement Date, however, to the extent that any security deposits have been returned to tenants, Lessee shall not receive a credit therefor so long as Lessor furnishes Lessee with proof that such tenants received all such refunded security deposits. Any rental payments which have come due, but are not paid, by the Commencement Date shall belong to Lessee and may be collected by Lessee from the tenants after the Commencement Date. Lessor shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the Commencement Date. All such delinquent rents collected by Lessee after the Commencement Date may be retained by Lessee. Neither Lessor nor any of the persons or entities comprising Lessor shall be entitled to a credit for delinquent rent, except that Lessor shall receive a credit at the Commencement Date in an amount equal to 50% of delinquent rents that are less than sixty (60) days past due as of the Commencement Date from tenants, and only those tenants, who are in arrears for not more than sixty

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(60) days as of the Commencement Date. Lessor shall not collect any rent or other sums after the Commencement Date, and any such rent or other sums received shall be promptly delivered to Lessee. All rental payments applicable to the Commencement Date shall belong to, and shall be adjusted in favor of, Lessee. During the Term, Lessee shall be obligated to pay for real property taxes and assessments applicable only to the period of time after the Commencement Date. Lessor shall be obligated to pay for real property taxes and assessments applicable only to the period of time prior to the Commencement Date. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. There shall be a readjustment and “true up” after the Commencement Date if necessary to effectuate the requirements of this Section 7.4. This Section 7.4 shall survive the termination of this Lease.

7.5 Lessor shall pay when due any and all state and local transfer taxes, grantor’s tax, deed stamps and similar taxes in connection with this Lease.

7.6 Upon the Commencement Date, Lessor shall turn over to Lessee, all keys, security deposits, if any, unless credited to Lessee. Lessee may notify each and every tenant in writing that each tenant must attorn to Lessee and forthwith deliver all rent to Lessee. Lessor shall cooperate if requested by Lessee, including the furnishing and/or posting of written notices to tenants, as requested by Lessee.

8. TITLE

Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period (“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, Lessor shall be deemed to have elected not to cure any of Lessee’s title objections. If Lessor elects in the Title Response not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Title Response. If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee

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with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not terminate this Lease as provided in this Section 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Accepted Encumbrances” acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the closing of the sale of the Premises to Lessee, the title objections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the initial title commitment and initial survey, and are not cured by Lessor prior to the Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) the IDA Documents, (b) encumbrances caused by the acts or omissions of Lessee, (c) any title exceptions disclosed in Lessee’s title insurance commitment, or matters shown on the Survey, to which Lessee does not object, and (d) any Accepted Encumbrances.

9. NON-COMPETITION

Lessor shall deliver to Lessee on or before the Commencement Date a non-competition agreement for the benefit of Lessee, in the form attached hereto as Exhibit “D”, which shall be executed by the parties set forth therein (“Non-Competition Agreement”). The Non-Competition Agreement shall have a term of four (4) years commencing as of the Commencement Date, and shall prohibit competition within a 4-mile radius of the Premises. The parties agree that the Non-Competition Agreement is a material inducement to Lessee to enter into this Lease. The Non-Competition Agreement shall terminate in the event that Lessee terminates this Lease or if the Lease if otherwise terminated. The Non-Competition Agreement shall remain in full force and effect if the Lease remains in effect, and shall continue to remain in effect if Lessee exercises the Purchase Option and subsequently acquires title to the Premises.

10. LESSOR’S RIGHT TO PERFORM LESSEE’S COVENANTS

If Lessee fails to pay any real estate tax or utility charge due from Lessee in accordance with the provisions of this Lease, or if Lessee shall default in the observance or performance of any other term, covenant or condition in this Lease binding on Lessee, Lessor may, without thereby waiving such default by Lessee, remedy such default for the account of Lessee after first providing Lessee with written notice and a reasonable opportunity to cure any such non-payment and/or default. In the event Lessor makes any expenditures in connection therewith, such reasonable expenditures shall

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be promptly payable by Lessee to Lessor, together with interest thereon at the rate of five (5%) percent per annum above the Prime Rate announced from time to time by Citibank, N.A. or if Citibank is no longer in existence or no longer publishes its prime lending rate, then the prime lending rate of any successor bank to Citibank (the “Interest Rate”) from the date of the making of such expenditure by Lessor. In the event that twice in any calendar year Lessee shall have defaulted in the payment of Rent or additional rent, or any part of either, then any further default by Lessee within such calendar year shall permit Lessor to collect from Lessee, upon demand, in addition to any interest payable hereunder, a late charge equal to ten percent (10%) of the amount of Rent and additional rent so due as compensation to Lessor for the costs incurred by it as a result of such defaults, Lessor and Lessee acknowledging that the actual amount of such costs would be impossible to ascertain.

11. ACCEPTANCE OF PREMISES “AS IS”

Subject to Lessee’s due diligence investigations and termination rights set forth herein, and subject to Lessor’s representations and warranties set forth herein, Lessee agrees to accept possession of the Premises in their “As Is, Where Is” condition.

12. IMPROVEMENTS

Lessee may not construct, or have constructed, any new buildings on the Premises, without Lessor’s prior written consent. Lessee may make decorative changes to the Premises which are non structural in nature and do not affect the electrical, mechanical or plumbing systems of the building costing less than $100,000 in the aggregate with respect to any one project, without first obtaining Lessor’s consent, but upon notice to Lessor and otherwise subject to the terms of this Lease. Lessee may make improvements, alterations and/or renovations to the Premises after first obtaining Lessor’s written consent, which consent shall not unreasonably be withheld, conditioned or delayed; provided, however, Lessor may not withhold consent if any such alteration, renovation or improvement does not materially adversely affect the lobby and otherwise enhances the self storage facility located on the Premises and does not diminish the value of the Premises.

13. MAINTENANCE OF PREMISES

13.1 Lessee shall, at its sole cost and expense, maintain the Premises in good order and condition, reasonable wear and tear excepted. After the expiration of the Option Period, if this Lease remains in effect and if Lessee has not exercised the Purchase Option, Lessee shall paint the concrete floors and corridors of the building on the Premises at such times as are necessary in Lessee’s commercially reasonable judgment and prior to the surrender of the Premises to Lessor at the end of the Term (as opposed to any earlier termination of this Lease, other than in connection with a default by Lessee hereunder, or following the exercise of the Purchase Option) with aquapon paint for concrete floors and enamel paint as existing on corridor panels.

13.2 At the expiration of the Term (except in connection with the closing pursuant to the Purchase Option), or upon any earlier termination of this Lease, Lessee shall surrender the Premises in good condition, reasonable wear and tear excepted. Before surrendering the Premises, Lessee shall (i) remove all of its signage, personalty and inventory from the Premises and otherwise comply with its obligations under Section 3.8 of the Lease, and to the extent that such signage, personalty and/or

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inventory has not been removed from the Premises Lessor may remove the same, (ii) transfer to Lessor the local telephone numbers and fax numbers currently used at and for the Premises, and cooperate with Lessor in order to effectuate an uninterrupted transfer of utility services to Lessor as of the surrender date, provided that no Power Purchase Agreements shall be transferred to Lessor without Lessor’s express prior written consent, (iii) remove all references to the Premises from any existing internet website of Lessee, (iv) continue to operate the Premises as a self-storage facility in the ordinary course of commercially reasonable business consistent with past practice and transfer to Lessor the customer lists and related information respecting the tenants of the Premises and (v) distribute to tenants a letter regarding a change of ownership as and when requested by Lessor. Lessee shall pay all Sales Taxes that Lessee should have been collecting and remitting pursuant to law from and after the Commencement Date through the Term or earlier termination of this Lease and hereby indemnifies, defends and holds Lessor harmless from and against, and Lessee shall reimburse Lessor for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, attorneys’ fees, court costs and costs of appeal) arising out of the failure by Lessee to pay such Sales Taxes. Lessee will turn over to Lessor all security deposits and prepaid rents under the Leases which have been paid as of the surrender date, however, to the extent that any security deposits have been returned to tenants, Lessor shall not receive a credit therefor so long as Lessee furnishes Lessor with proof that such tenants received all such refunded security deposits. Any rental payments which have come due, but are not paid, by the surrender date shall belong to Lessor and may be collected by Lessor from the tenants after the surrender date. Lessee shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the surrender date. All such delinquent rents collected by Lessor after the surrender date may be retained by Lessor. Lessee shall not collect any rent or other sums after the surrender date, and any such rent or other sums received shall be promptly delivered to Lessor. The proration of real estate taxes and assessments shall be based upon the current tax fiscal year for the Premises unless the custom and practice for real estate transactions in the county where the Premises is located is otherwise, whereupon the custom and practice will be employed. Provided Lessee is not in default on the surrender date, there shall be a readjustment and “true up” after the surrender date if necessary to effectuate the requirements of this Section 13.2. Lessee’s obligation to observe and perform Lessee’s covenants and obligations under Sections 13.1 and 13.2 shall survive the expiration of the Term or earlier termination of this Lease.

13.3 Lessee shall not commit any waste, damage or any injury to the Premises or any part thereof, and shall take all reasonable precautions and actions to prevent others from committing any of the foregoing.

13.4 During the Term, Lessor shall have the right to enter the Premises at all reasonable times during normal business hours to examine or inspect the same and to make any repairs to the Premises that Lessee failed to make in accordance with this Lease (after first giving Lessee written notice of such necessary repairs and a reasonable opportunity to make such repairs except in the event of emergency); provided, however, that any person or entity related to or affiliated with Lessor who leases a unit may enter such unit in accordance with the terms of its unit lease agreement. During the last twelve (12) months of the Term, Lessor may show the Premises to prospective tenants and purchasers during normal business hours. Lessor, in its capacity as Lessor, shall not enter the Premises without first furnishing Lessee at least twenty-four (24) hours prior notice, except in the case of emergency when no notice shall be required. In no event shall Lessor interfere with the conduct of Lessee’s business, except as may be necessary in the case of emergency. Lessee shall

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have the right to accompany Lessor during any entry by Lessor upon the Premises. Lessor shall not have access to any of the tenants’ units or any of Lessee’s confidential or proprietary materials or information. Lessee will not do any act or suffer any act to be done which will in any way encumber the fee title of Lessor in and to the Premises or in any way subject the Premises to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Lessee. If any mechanic’s, materialmen’s, vendor’s, laborer’s or other lien, shall be filed against the Premises or against Lessor arising out of labor or materials used in the construction or alteration of, or installed in, any building or improvement on the Premises by Lessee (whether or not such lien is valid or enforceable as such), Lessee shall, at its sole cost and expense, cause the same to be cancelled, discharged or removed of record by filing a bond, by payment into court, by satisfaction or otherwise within thirty (30) days after Lessee receives written notice of filing thereof.

14. COMPLIANCE WITH LAWS/ENVIRONMENTAL

14.1 During the Term, Lessee shall, at Lessee’s sole cost and expense, comply with all statutes, codes, laws, ordinances, orders, decrees, injunctions, rules, regulations, permits, licenses and requirements of all federal, state, county, municipal and other governmental, departments, commissions and boards pertaining to the Premises. Lessee shall not be liable or responsible for (a) any violations of any of the foregoing that existed prior to the Commencement Date or (b) any orders, decrees, injunctions or requirements that Lessor failed to comply with prior to the Commencement Date. All of the foregoing in the previous sentence shall remain the obligation of Lessor.

14.2 “Hazardous Materials” shall mean, without limitation, any pollutant, flammable material, explosive material, radioactive material, lead paint, asbestos, asbestos containing material, urea formaldehyde, polychlorinated biphenyl, fungal microorganism (mold), medical waste, gasoline, petroleum, petroleum product, petroleum constituent, methane, hazardous material, hazardous waste, toxic substance and/or any related material, as defined in, designated in or regulated by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Appendix §§1801, et seq.), the Resource Conservation and Recovery Act, as amended, (42 U.S.C. §§9601, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§2601, et. seq.) and any and all other state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations.

14.3 “Environmental Laws” means any and all federal, state, county, municipal or local laws (whether imposed by statute, code, ordinance, rule, regulation, administrative or judicial order, or common law), now or hereafter enacted, including the laws referred to in Section 14.2 hereof, governing health and safety, as well as the environment, natural resources and/or Hazardous Materials, including, without limitation, such laws (a) governing or regulating the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control, release, discharge of, or exposure to, Hazardous Materials, (b) governing or regulating the transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of such property and/or (c) requiring notification or disclosure of releases of Hazardous Materials or other environmental conditions whether or not in connection with a transfer of title to or interest in property.

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14.4 During the Term, Lessee shall be in material compliance with all Environmental Laws with respect to the Premises except that Lessee shall have no obligation or liability with respect to the environmental condition of the Premises as of the Commencement Date. If any environmental contamination by Hazardous Materials is found on the Premises during the Term (but only to the extent the release of Hazardous Materials arose during the Term unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) for which remedial action is required pursuant to Environmental Laws, Lessee shall, at its sole cost and expense, take such remedial action as is required by the appropriate governmental agency. Lessee agrees to defend, indemnify and hold harmless Lessor from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the release of Hazardous Materials on the Premises from and after Commencement Date (unless caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date) and/or (ii) any material violation by Lessee of any Environmental Laws, which obligation shall survive the termination or earlier expiration of this Lease. Notwithstanding the foregoing, Lessor acknowledges that Lessee may use minor amounts of Hazardous Materials in the ordinary course of operating the Premises, such as cleaning materials, which Lessee shall utilize in accordance with all applicable Environmental Laws.

14.5 Lessor shall not cause or permit any Hazardous Materials to be brought upon, stored, spilled, released or used in or about the Premises by Lessor, its agents, employees or contractors. At all times during the Term, Lessor shall comply with all applicable federal, state, county, municipal and local laws, statutes, codes, ordinances, rules and regulations, including all Environmental Laws and including all orders and directives of governmental authorities, in connection with the condition of the Premises, except for environmental contamination for which Lessee is responsible under Section 14.4 hereof. If any Hazardous Materials, or any environmental contamination, are found on the Premises that were caused by Lessor, or that were in existence prior to Lessee’s occupancy of the Premises, for which any remedial action is required pursuant to Environmental Laws, Lessor shall, at its cost and expense, take such remedial action as is required by applicable Environmental Laws and governmental authority. Lessor agrees to defend, indemnify and hold harmless Lessee from and against any claims, actions, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees) arising out of (i) the presence or release on the Premises of any Hazardous Materials that were in existence prior to the Commencement Date and/or (ii) any material violation by Lessor, and/or the current owner or manager of the Premises, of any Environmental Laws prior to the Commencement Date.

15. LIABILITY AND CASUALTY INSURANCE.

15.1 During the Term, Lessee at its sole cost and expense shall:

15.1.1 Keep all building(s) and improvements and equipment on, in or appurtenant to the Premises at the commencement of the Term and thereafter erected thereon or therein, including all alterations, insured against loss or damage by fire and such other risks as may be included in the standard form of extended coverage from time to time available, and against such other risks as Lessor from time to time reasonably may designate, in an amount not less than 100% of the then “full replacement cost” (exclusive of the cost of excavations, foundations and footings below the lowest basement floor). Such full replacement cost shall be determined from time to time, at the

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request of Lessor, by one of Lessee’s insurers or, at the option of Lessor, by an appraiser, architect or contractor selected by Lessor and reasonably acceptable to Lessee. No omission on the part of Lessor to request any such determination shall relieve Lessee of any of its obligations under this Section 15.1.1.

15.1.2 Provide and keep in force comprehensive general public liability insurance against claims for personal injury, death or property damage occurring on, in or about the Premises or on, in or about the adjoining street, property and passageways, such insurance to afford minimum protection, during the Term of this Lease, of not less than $10,000,000 in respect of personal injury or death to any one person, and of not less than $10,000,000 in respect of any one occurrence, and of not less than $5,000,000 for property damage or such other minimum amounts as Lessor may require.

15.2 Certificates of the insurance referred to in Section 15.1 shall be delivered by Lessee to Lessor.

15.3 It is expressly understood and agreed that Lessor is not obligated to obtain or pay for insurance on the Premises.

16. EMINENT DOMAIN

16.1 If title to any part of the Premises is taken for any public or quasi-public use by virtue of the exercise of the power of eminent domain, or is conveyed in lieu thereof, and Lessee determines, in Lessee’s commercially reasonable discretion, that the remaining portion of the Premises is not suitable for self storage purposes, then this Lease shall terminate, at the option of Lessee, on the date that title is vested in the condemning authority. If title to the whole of the Premises is taken by eminent domain or conveyance in lieu thereof, then this Lease shall terminate as of the date that title is vested in the condemning authority.

16.2 If this Lease is terminated under the provisions of this Section 16, Rent shall be apportioned and adjusted as of the date of termination.

16.3 In the event of a partial taking or condemnation of the Premises (or transfer in lieu thereof), and in the event that the portion of the Premises remaining after such taking is adequate for the conduct of Lessee’s self storage business, as determined by Lessee in its commercially reasonable discretion, then Lessee shall continue occupancy of the remainder of the Premises but Rent shall be proportionately reduced for the remainder of the Term based on the diminution of the value of the Premises caused by such condemnation (or transfer in lieu thereof).

16.4 All compensation awarded or paid upon a total or partial taking of the Premises shall belong to and be the property of Lessor; provided, however, that Lessee may make a claim or claims directly against the condemning authority for (a) loss of business, and (b) damage to and the cost of removal of Lessee’s personal property and trade fixtures, as long as such claim does not reduce the award to Lessor.

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17. DAMAGE AND DESTRUCTION

Upon the occurrence of any damage to or destruction of improvements on the Premises by fire or other casualty, Lessee shall promptly notify Lessor thereof, and Lessee shall proceed to restore the Premises as nearly as is possible to the condition the Premises were in immediately prior to such damage or destruction, subject to such alterations as Lessee may elect to make in conformity with the provisions of this Lease. Such restoration shall be commenced promptly and whether or not the insurance proceeds, if any, shall be sufficient, shall be substantially completed in no event later than two hundred and ten (210) days after the date of such partial destruction or damage, or, in the event of a total destruction of the Premises, no later than three hundred and sixty five (365) days after the date of such destruction (unavoidable delays beyond Lessee’s reasonable control excepted) and all insurance proceeds received by Lessee (and any insurance proceeds that Lessor may receive) on account of such damage or destruction shall be applied to the payment of the costs of the aforesaid restoration. This Lease shall not terminate or be affected in any manner and Lessee shall not be relieved of its liability to pay the full Rent and additional rent and other charges payable under this Lease or from any other obligations under this Lease by reason of damage to or total, substantial or partial destruction of the building(s), improvements or equipment on, in or appurtenant to the Premises at the commencement of the Term or thereafter erected thereon or therein, or by reason of the untenantability of the Premises or any part thereof. Notwithstanding anything to the contrary in this Section 17, Lessee shall not be obligated to rebuild or restore the Premises if damage or destruction of more than 50% of the improvements on the Premises occurs during the last year of the Term, in which event Lessee shall assign its insurance proceeds to Lessor and pay to Lessor the amount of the deductible under its policy. Lessee hereby waives the provisions of Section 227 of the Real Property Law of the State of New York and of any other law of like import now or hereafter in force and agrees that the provisions of this Section 17 shall govern and control in lieu thereof.

18. INDEMNIFICATION

18.1 Lessee shall indemnify, defend and save harmless Lessor from and against all costs, expenses, claims, damages and penalties (collectively “Claims”), including reasonable counsel fees, arising out of (a) Lessee’s failure to comply with its obligations under this Lease and (b) loss of life, personal injury and/or property damage occurring at the Premises; provided, however, that this indemnification obligation shall not apply to Claims arising out of (i) any act or negligence of Lessor or Lessor’s agents, contractors or employees, (ii) the condition of the Premises as of the Commencement Date (including the environmental condition thereof) or (iii) any environmental contamination or violation that occurred on or prior to the Commencement Date or that was caused by Lessor or the current owner or manager of the Premises prior to the Commencement Date.

18.2 Lessee shall be in exclusive control and possession of the Premises as of the Commencement Date, and Lessor shall not be liable for any injury or damage to any property or to any person happening in, on or about the Premises from and after the Commencement Date and during the Term, unless such injury or damage arose out of the environmental condition of the Premises as of the Commencement Date.

18.3 Lessor shall hold Lessee harmless, and shall indemnify and defend Lessee, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by Lessee in connection with Losses resulting from or relating to (i)

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any one (1) or more Excluded Liabilities and (ii) any and all Taxes or other tax owed by Lessor, any person or entity comprising Lessor, any predecessor to such persons and entities, the current owner of the Premises and/or the current manager of the Premises.

19. DEFAULT

19.1 The occurrence of any one (1) or more of the following events, herein sometimes called “events of default”, shall constitute a default under this Lease by Lessee if not cured within the applicable grace period as follows:

(a) If Lessee fails to pay any installment of Rent, or any other amounts due and payable under the Lease, and such failure shall continue for ten (10) days after Lessee receives written notice of such non-payment from Lessor (provided that Lessee shall not be in default if (i) Lessor refuses or fails to accept any such payment, (ii) or changes the location of payment without notifying Lessee in writing or (iii) Lessor fails to receive any wire from Lessee despite the use by Lessee of the wire instructions provided by Lessor, and Lessee having received a federal wire reference number); provided, however, that Lessor shall not be obligated to provide Lessee with more than two (2) such written notices in any one calendar year during the Term;

(b) If Lessee fails to materially perform any non-monetary covenants, conditions, terms or provision hereof, unless such failure is remedied in all material respects within thirty (30) days after Lessee receives written notice from Lessor, provided that Lessee shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessee within such thirty (30) day period and such default is remedied within 90 days;

(c) If Lessee admits insolvency or bankruptcy or its inability to pay its debts as they may mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Lessee, or for the major part of its property;

(d) If a trustee or receiver is appointed for Lessee or for the major part of its property and is not discharged within sixty (60) days after such appointment; or

(e) If bankruptcy, reorganization arrangements, insolvency or liquidation proceedings, or other proceeding for relief under the bankruptcy law or similar law or relief of debtors, are instituted by or against Lessee, and if instituted against Lessee, are not dismissed, stayed or otherwise nullified within sixty (60) days after such institution.

19.2 If any one (1) or more events of default remain uncured by any applicable time or grace period, Lessor may at its option exercise any one or more of the following remedies:

(i) Lessor may terminate this Lease by giving to Lessee written notice of Lessor’s intention to do so, in which event the Term of this Lease shall end, and all right, title and interest of Lessee hereunder shall expire on the date stated in such notice, which shall not be less than ten (10) days after the date of the notice by Lessor of its intention so to terminate, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided;

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(ii) Lessor may terminate the right of Lessee to possession of the Premises by giving written notice to Lessee that Lessee’s right of possession shall end on the date stated in such notice, which shall not be less than ten (10) days from the date of such notice, whereupon the right of Lessee to the possession of the Premises or any part thereof shall cease on the date stated in such notice, and Lessee shall then quit and surrender the Premises to Lessor, but Lessee shall remain liable as hereinafter provided ;

(iii) Lessor may elect to institute legal proceedings to collect unpaid Rent and all other sums due under the terms of this Lease, it being understood that Lessor shall not be obligated to mitigate damages. Lessor shall also be entitled to payment for reasonable leasing fees, legal fees, and other reasonable and customary expenses incurred in reletting the Premises.

19.3 If Lessor exercises its remedies following a cured event of default, Lessor may then or at any time thereafter re-enter and take complete and peaceful possession of the Premises, by process of law, and may remove all persons and personalty therefrom, and Lessee covenants in any such event, peacefully and quietly to yield up and surrender the Premises to Lessor.

19.4 In case of any default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (i) unpaid Rent then due shall be paid up to the time of such re-entry, dispossess and/or expiration together with such costs as Lessor may incur for legal expenses, attorneys’ fees, brokerage and/or putting the Premises in good order, or for preparing the same for re-rental and (ii) Lessor may re-let the Premises or any part or parts thereof, either in the name of Lessor or otherwise, for a term or terms, which may at Lessor’s option be less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent. Lessor may collect the rents from such re-letting or subletting and apply the same, first to the payment of the expense of re-entry and re-letting, and secondly to the Rent herein provided to be paid by Lessee pursuant to this Lease, and in the event that the proceeds of such re-letting or subletting are not sufficient to pay in full the foregoing, Lessee shall remain and be liable therefor, and Lessee promises and agrees to pay the amount of any such deficiency from time to time and Lessor may at any time and from time to time sue and recover judgment for any such deficiency or deficiencies.

Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Lessor from time to time at its election, and nothing contained herein shall be deemed to require Lessor to postpone suit until the date when the Term of this Lease would have expired if it had not been terminated under the provisions of Section 19 hereof, or under any provision of law, or had Lessor not re-entered the Premises. Lessor, at Lessor’s option, at Lessee’s cost and expense, may make such alterations, repairs, replacements and/or decorations in the Premises as Lessor in Lessor’s reasonable judgment considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations and/or decorations shall not operate or be construed to release Lessee from any liability hereunder as aforesaid. Lessor shall in no event be liable in any way whatsoever for failure to re-let the Premises, or in the event that the Premises are re-let, for failure to collect the rent thereof under such re-letting. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the Premises, by reason of the violation by Lessee of any of the covenants and conditions of this Lease or otherwise.

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19.5 Under no circumstances shall Lessee or Lessor be liable for any special, incidental, punitive or consequential damages.

19.6 In the event that subsequent to Commencement Date Lessor fails to perform any obligation and/or covenant binding on Lessor herein, or otherwise breaches this Lease or defaults hereunder, and such breach, default and failure is not cured within thirty (30) days following Lessor’s receipt of written notice from Lessee provided that Lessor shall not be in default if reasonable and necessary steps to remedy the default are taken by Lessor within such thirty (30) day period and such default is remedied within 90 days, Lessee may terminate this Lease and/or exercise any other remedies available at law or in equity.

20. STRICT PERFORMANCE AND CUMULATIVE REMEDIES

20.1 The failure of either party to insist upon a strict performance of any term or condition of this Lease shall not be deemed a waiver of any right or remedy hereunder, and shall not be deemed a waiver of any subsequent breach of such term or condition.

20.2 The specific remedies to which Lessor or Lessee may resort under the terms of this Lease are cumulative.

20.3 A receipt by Lessor of Rent with knowledge of the breach of any covenant hereof shall not be deemed a waiver of any such future or continuing breach, and no waiver, change, modification or discharge by either party hereto of any provision in this Lease shall be deemed to have been made or shall be effective unless expressed in writing and signed by both Lessor and Lessee.

21. NOTICE

21.1 All notices, requests, demands, and other communications pertaining to this Lease shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

LESSEE:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com

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LESSOR:	C/O ARREDONDO HOLDINGS
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

22. SUBORDINATION & ESTOPPEL

22.1 Lessor and Lessee agree that this Lease and the Purchase Option are superior to and have priority over, and Lessee’s obligations hereunder are contingent upon this Lease and the Purchase Option being superior to and having priority over, all mortgages, deeds of trust and any and all other forms or manner of financing liens in any amount, and all advances thereon, and all renewals, modifications, consolidations, replacements and extensions thereof (each a “Mortgage” and collectively “Mortgages”) which are entered into subsequent to the date of this Lease.

22.2 In the event a Mortgage or Mortgages encumber all or any part of the Premises prior to the date of this Lease, Lessee’s obligations hereunder are contingent upon, and Lessor shall promptly obtain, a non-disturbance agreement reasonably acceptable to Lessee from the holder(s) of such Mortgage or Mortgages which will (without limitation) include consent to this Lease by the holder(s) of such Mortgage or Mortgages and a recognition of the effectiveness of the Purchase Option, and that such Purchase Option is binding upon the holder(s) of any such Mortgage or Mortgages (and their nominees and assigns as well as any purchaser at a foreclosure sale or grantee in lieu thereof), even in the event of a foreclosure or deed in lieu of foreclosure subject to repayment of the debt in full upon Lessee’s acquisition of the Premises following Lessee’s exercise of the Purchase Option, which debt repayment shall be paid from and out of the adjusted purchase price set forth in Section 5.1 hereof due Lessor (or other owner of the Premises) at the closing of Lessee’s acquisition of the Premises (“Non-Disturbance Agreement”).

22.3 Either party shall, within 10 days after request by the other party, from time to time, execute, acknowledge and deliver to the other party, a statement which may be relied upon by the other party and the holder of any existing or proposed Mortgage, certifying (if true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), the dates to which Rent and other charges have been paid, and whether or not, to the best of such party’s knowledge, the other party is in default hereunder or whether such party has any claims or demands or offsets.

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23. ASSIGNMENT AND SUBLETTING

Lessee shall have the right to assign this Lease (and its leasehold interest hereunder) or sublet all or any portion of the Premises without Lessor’s consent (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation, (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee as of the day hereof and (v) to the IDA. Any and all subleases and sub-subleases involving the IDA shall be, and hereby are, permitted without Lessor’s consent. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, Lessee will remain liable for the performance of the obligations of Lessee pursuant to this Lease. Except as set forth above, Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this Lease or a sublease of the Premises, whether or not actually performed, the same shall be discharged of record by Lessee within ten (10) business days after Lessee receives notice of the filing thereof (unless a shorter time period is required by the fee mortgagee of Premises), at Lessee’s expense.

24. ADDITIONAL LESSEE PROMISES

24.1 Lessee shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by Lessee at Lessee’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. Lessee will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

24.2 For a period of two (2) years from the date of any tenant’s Westy occupancy agreement, Lessee shall not increase any of the tenants’ rental rates.

25. EMPLOYEES

For a period of two (2) years following the Commencement Date, Lessee shall not knowingly hire any one or more employees of (a) the owner of the Premises (Hicksville Project LLC) from whom Lessor will acquire the Premises, (b) Arredondo & Co. or (c) Westy. Lessee shall have no obligations or liabilities respecting any of the aforementioned employees. Lessee shall have no obligation whatsoever to hire any of the aforementioned employees.

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26. QUIET ENJOYMENT

Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all of the terms, covenants and conditions on Lessee’s part to be performed, Lessee may peaceably and quietly enjoy the Premises, subject to the terms and conditions of this Lease.

27. MISCELLANEOUS

27.1 This Lease contains the entire agreement between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties, their administrators, distributees, beneficiaries, trustees, executors, personal representatives, heirs, successors and assigns.

27.2 No representations have been made by either party other than those set forth in this Lease, and neither party shall be bound by or held to any representations other than as set forth in this Lease.

27.3 The terms, covenants and conditions herein shall bind and shall inure to the benefit of Lessor and Lessee and their respective personal representatives, heirs, administrators, distributees, trustees, beneficiaries, executors, successors and assigns. Lessee agrees to look solely to Lessor’s estate and interest in the Premises and the proceeds from any sale thereof (net of all payments due to any and all mortgagees of the fee) for the satisfaction of any right or remedy of Lessee for the collection of a judgment (or other judicial process) requiring the payment of money by Lessor, in the event of any liability by Lessor, and no other property or assets of Lessor shall be subject to levy, execution, attachment, or other enforcement procedure for the satisfaction of Lessee’s remedies under or with respect to this Lease, the relationship of Lessor and Lessee hereunder, or Lessee’s use and occupancy of the Premises, or any other liability of Lessor to Lessee. Neither Lessor nor any of the parties comprising Lessor nor any disclosed or undisclosed principal of Lessor (or officer, director, stockholder, partner or agent of Lessor or of any principal or party comprising Lessor) shall have any personal liability to Lessee hereunder. The term “Lessor” wherever used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Premises that in the event of any sale, conveyance or transfer of the Premises, such owner or owners shall thereupon be released and discharged from all covenants, conditions and agreements of Lessor thereafter accruing hereunder; but such covenants, conditions and agreements shall be binding upon each new owner or mortgagee in possession for the time being of the Premises, until sold, conveyed or transferred; provided, however, that such prior owners of the Premises shall be relieved or released of obligations or liabilities hereunder only in the event that the Premises are part of a bona fide sale to an unrelated third party or parties for true and valuable consideration.

27.4 This Lease shall be construed and enforced in accordance with the laws of the State in which the Premises are located.

27.5 If any of the provisions of this Lease shall be declared invalid or unenforceable for any reason, the remainder of this Lease shall be unaffected and shall remain in full force and effect. This Lease with the Exhibits annexed hereto, if any, contains the entire agreement between Lessor and Lessee, and any executory agreement hereafter made between Lessor and Lessee shall be ineffective

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to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such executory agreement is in writing and signed by the party against which enforcement of the change, modification, waiver, release, discharge, termination or the effecting of the abandonment is sought. No payment by Lessee or receipt by Lessor of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor’s right to recover the balance of such rent or pursue any other remedy in this Lease.

27.6 This Lease may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement.

27.7 Headings and captions in this Lease are for convenience only, and in no way limit or circumscribe the full meaning of each and every provision set forth herein.

27.8 Both Lessor and Lessee are and have been represented by counsel in connection with the negotiation of this Lease and, accordingly, this Lease shall not be construed or interpreted against either party, irrespective of which party prepared this Lease.

27.9 The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee Lessee shall pay pursuant to the terms of a separate agreement). Lessor shall indemnify, defend and hold Lessee harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by Lessor to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. Lessee shall indemnify, defend and hold Lessor harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by Lessee to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The indemnification provisions of this Section 27.9 shall survive the expiration or earlier termination of this Lease.

27.10 A memorandum of this Lease in recordable form (“Memorandum of Lease”), shall be recorded in the real property records on or about the Commencement Date. Lessor and Lessee shall execute a T.P. 584 transfer tax form (and, if applicable, a T.P. 584.1) in connection therewith, and shall execute an amended Memorandum of Lease in the event that Lessee determines that the description of the Premises is erroneous. Lessee shall pay all recording fees, and Lessor shall pay all transfer taxes, grantor’s tax, deed stamps and similar taxes when due (if any) respecting this Lease and the Memorandum of Lease. The Memorandum of Lease shall not include the amount of Rent or the amount of the purchase price set forth in Section 5.1 hereof.

27.11 Lessor and Lessee agree that adequate consideration supports this Lease.

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27.12 Lessor and Lessee hereby agree that the non-prevailing party in any finally adjudicated legal proceeding between them shall pay the reasonable legal fees and disbursements of the prevailing party within thirty (30) days after receipt of a bill therefor. In the event Lessee claims or asserts that Lessor has violated or failed to perform a covenant of Lessor not to unreasonably withhold or delay Lessor’s consent or approval, or in any case where Lessor’s reasonableness in exercising its judgment is in issue, Lessee’s sole remedy shall be an action for specific performance, declaratory judgment or injunction, and in no event shall Lessee be entitled to any money damages for a breach of such covenant.

27.13 Lessor and Lessee hereby waive the right to a jury trial in any action, summary proceeding or legal proceeding between or among the parties hereto or their successors on any matters whatsoever arising out of or in any way connected to this Lease, the relationship of Lessor and Lessee, or Lessee’s use and occupancy of the Premises or Lessee’s right to occupy the Premises. Lessee hereby waives the right to interpose a counterclaim in any summary proceeding instituted by Lessor against Lessee or in any action instituted by Lessor for unpaid Rent or additional rent under this Lease, except for mandatory or compulsory counterclaims.

27.14 Upon Lessee’s request, Lessor and Lessee agree that the legal description of the Premises attached hereto as Exhibit “A” shall be revised or supplemented if reasonably required by Lessee in view of the survey and title commitment to be obtained by Lessee pursuant to Section 8 hereof.

27.15 References herein to the current owner of the Premises and the current manager of the Premises shall be deemed to refer to Hicksville Project LLC, Arredondo & Co. and Westy.

(The remainder of this page is intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above mentioned.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By: SOVRAN HOLDINGS, INC., general partner
By:	/S/ David Rogers
	Name:	David Rogers
	Title:	Chief Executive Officer
By:	/S/ Paul T. Power
	Name:	Paul T. Power
	Title:	Executive Vice President of Real Estate Investment
THE 2000 TRUST FOR THE GRANDCHILDREN OF
CARLOS A. ARREDONDO AND MARI V.
ARREDONDO, CARLOS A. ARREDONDO,
TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF
FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF
ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF
MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

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/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF
FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA
I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA
V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

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EXHIBIT “A” TO LEASE

Legal Description

ALL that certain plot, piece or parcel of land, situate, lying and being at Hicksville, Town of Oyster Bay, County of Nassau and State of New York, bounded and described as follows:

BEGINNING at a point on the northerly side of West Barclay Street, said point being distant from the northwest corner of West Barclay Street and Wyckoff Street on a bearing south 81 degrees 37 minutes west, a distance of 60.00 feet;

THENCE from said point south 81 degrees 37 minutes west along the northerly side of West Barclay Street, 395.47 feet to a point;

THENCE north 08 degrees 11 minutes 30 seconds west, a distance of 231.67 feet to the southerly side of West John Street;

THENCE north 81 degrees 37 minutes along the southerly side of West John Street, 446.34 feet to the southwest corner of West John Street and Wyckoff Street;

THENCE south 10 degrees 27 minutes east along the westerly side of Wykoff Street, 131.83 feet to a point;

THENCE south 81 degrees 37 minutes west, a distance of 60.00 feet to a point;

THENCE south 10 degrees 27 minutes east, parallel to the westerly side of Wyckoff Street, 100.00 feet to the point or place of BEGINNING.

EXHIBIT “B” TO LEASE

PURCHASE AGREEMENT

Lessor and Lessee, as defined in the Lease between Lessor and Lessee to which this Exhibit B is attached (“Sovran Lease”), have agreed in the Sovran Lease that the following terms and conditions are and shall be binding on Lessor and Lessee at such time as Lessee exercises the Purchase Option (as defined in the Sovran Lease) in accordance with the Sovran Lease:

1. DEFINITIONS

The following terms when used in this Agreement shall have the following meanings (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sovran Lease):

1.1 Property. Real property (“Site” or “Property”) identified in attached Schedule “A” and described in attached Schedule “A-1”, together with all of the rights and items set forth in Section 2.2 hereof, and including the amounts of leaseable square feet of existing, indoor self storage space as set forth in attached Schedule “A”.

1.2 Seller. Lessor under the Sovran Lease: The 2000 Trust For The Grandchildren Of Carlos A. Arredondo And Mari V. Arredondo, Carlos A. Arredondo, Trustee, Trust For The Benefit Of The Children Of Fabiola Raquel Arredondo, Trust For The Benefit Of The Children Of Elena Isabel Arredondo, Trust For The Benefit Of The Children Of Marisa Vara Arredondo, Elena I. Arredondo, Fabiola R. Arredondo, Marisa V. Arredondo, Trust “B” For The Grandchildren Of Fabiola R. Arredondo, Trust “C” For The Grandchildren Of Elena I. Arredondo And Trust “D” For The Grandchildren Of Marisa V. Arredondo.

1.3 Purchaser. Lessee under the Sovran Lease: Sovran Acquisition Limited Partnership.

1.4 Closing. The delivery to PURCHASER of the Deed, Bill of Sale and all other items required hereunder concurrently with the delivery of the adjusted Purchase Price to SELLER (or the Escrow Agent, as defined below).

1.5 Closing Date. The date upon which the Closing occurs as required in Section 9 hereof.

1.6 Deed. The bargain and sale deed (with covenant against grantor’s acts and with Section 13 Lien Law covenant) pursuant to which the Site shall be conveyed to PURCHASER.

1.7 Bill of Sale. The bill of sale (with warranties of title) pursuant to which SELLER shall convey to PURCHASER all of the personal property owned by SELLER and

attached to or located at the Property, including office furniture, office equipment, maintenance equipment, security systems and appliances (collectively “Personal Property”). A list of some of the specific items of the Personal Property is attached hereto as Schedule “B”, which list may be modified so as to ensure that all Personal Property is transferred to PURCHASER.

1.8 Escrow Agent. Fidelity National Title Group/Chicago Title Insurance Company, Two Gateway Center, Suite 1900, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222-1402, Attention: William J. Weinheimer, Escrow Officer/Closer, Telephone (412) 904-6891.

2. PURCHASE AND SALE

2.1 (a) Subject to the provisions of this Agreement, SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property and the Personal Property for the total purchase price (“Purchase Price”) of THIRTY-TWO MILLION NINE HUNDRED FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS ($32,950,000 U.S.) upon and subject to the terms and conditions hereinafter set forth. The Purchase Price is allocated in the attached Schedule A.

(b) Provided that SELLER complies with all of its obligations hereunder, PURCHASER shall pay the Purchase Price to SELLER by wire transfer through the Escrow Agent’s account, subject to all adjustments required by this Agreement.

(c) PURCHASER shall pay any sales tax due on the portion of the Purchase Price allocated to Personal Property either, at PURCHASER’s option, to SELLER or directly to the applicable State taxing authority.

2.2 The Property includes:

(a) All buildings and improvements located on the Property;

(b) All right-of-ways, alleys, privileges, easements and appurtenances which are on or benefit the Property;

(c) All right, title and interest of SELLER, in any land lying in the bed of any public or private street or highway, opened or proposed, in front of or adjoining the Property to the center line thereof;

(d) All right, title and interest to any unpaid award to which SELLER (or any person or entity comprising SELLER) may be entitled (i) due to the taking by condemnation or eminent domain of any right, title or interest of SELLER (or any person or entity comprising SELLER) in the Property and (ii) for any damage to the Property due to the change of grade of any street or highway;

(e) All rights under any assignable licenses, permits, variances, approvals (including building permits and site plan approvals) and similar authorizations

with respect to or affecting the Property (each a “Permit” and collectively “Permits”), it being understood that PURCHASER may decide in its sole discretion not to accept an assignment of any one (1) or more of the Permits;

(f) All right, title and interest under all leases affecting the Property (each a “Lease” and collectively “Leases”);

(g) All rights under any of SELLER’s assignable service contracts and warranties with respect to the Property that PURCHASER has not already assumed, which PURCHASER may decide in its sole discretion to assume or not assume (each a “Contract” and collectively “Contracts”);

(h) Any oil, gas and mineral rights with respect to Property;

(i) SELLER’s goodwill (provided that PURCHASER is assuming absolutely no obligations or liabilities of SELLER, or any person or entity comprising SELLER, that are not expressly assumed by PURCHASER hereunder); and

2.3 PURCHASER shall not assume, be bound by, be obligated to pay, perform, discharge or be liable for Excluded Liabilities. PURCHASER shall only be responsible for Assumed Obligations.

3. CONTINGENCIES

3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing.

3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

3.3 Intentionally Omitted.

3.4 To the extent applicable after the Commencement Date (as defined in the Sovran Lease), SELLER shall cooperate with PURCHASER, and shall furnish PURCHASER with all information and materials reasonably requested by PURCHASER, including information and materials as may be required by PURCHASER’s auditors and/or in connection with requirements of the Securities and Exchange Commission and any public filing required, applicable to PURCHASER and/or its affiliates. Notwithstanding anything to the contrary herein, nothing in the Agreement shall prohibit, and PURCHASER may make, disclosures in connection with all of the foregoing in this Section 3.4.

4. SELLER’S WARRANTIES AND REPRESENTATIONS

4.1 SELLER hereby reaffirms the truth, accuracy and completeness of the representations and warranties of SELLER set forth in the Sovran Lease with respect to its status and authority, which representations and warranties are now true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement.

4.2 In the event that SELLER (or any person or entity comprising SELLER) learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’S status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice thereto to PURCHASER.

4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and if any such representation or warranty is untrue or materially inaccurate as of the date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement.

4.4 SELLER’s representations and warranties shall survive the Closing and the delivery of the Deed for a period of twelve (12) months from the Closing Date.

5. DELIVERIES AND COVENANTS

5.1 SELLER shall convey good, marketable and insurable fee simple title to the Property and shall convey lien-free title to the Personal Property, to PURCHASER on the Closing Date. On the Closing Date, SELLER shall deliver to PURCHASER, the following:

(a) The Deed (which shall contain the record/historical legal descriptions of the Site and the metes and bounds measured legal descriptions of the Site prepared by PURCHASER’s surveyor, and shown on the survey obtained by PURCHASER, and which shall include all rights under beneficial easements provided that SELLER may convey the metes and bounds, measured legal description via a separate quitclaim deed), together with a T.P. 584 transfer tax form and an RP-5217 transfer report (equalization) form. SELLER shall furnish PURCHASER with a proposed Deed and the aforementioned forms for review at least five (5) business days prior to the Closing Date.

(b) The Bill of Sale in the form attached hereto as Schedule “D”.

(c) Assignment and Assumption Agreements (to be executed by both SELLER and PURCHASER) in the form attached hereto as Schedule “E”, pursuant to which SELLER shall assign, and reaffirm its assignment, to PURCHASER and PURCHASER shall assume all of rights under all Permits, Leases and Contracts to be assigned to PURCHASER in accordance with the terms hereof.

(d) Certificate and Indemnity regarding sales tax, use tax, employment and excise tax (collectively “Sales Tax”) in the form attached hereto as Schedule “F”.

(e) Intentionally Omitted.

(f) Evidence of the existence, authority and good standing of all of the trust entities comprising SELLER, including but not limited to relevant excerpts from trust agreements and instruments (from which PURCHASER’s counsel and the Escrow Agent can determine whether the trust entities comprising SELLER were duly formed and exist, and that this transaction has been duly authorized), consents or resolutions of the trustees and any others who must authorize this transaction, and such other documentation, as may be required by the Escrow Agent and/or PURCHASER’s counsel so as to evidence due authorization of the transaction contemplated herein. SELLER shall furnish PURCHASER with copies of all of the aforementioned documentation for review at least five (5) business days prior to the Closing Date.

(g) Certificates from each person and entity comprising SELLER in the form attached as Schedule “H” with respect to compliance with FIRPTA, and all certificates reasonably required by the Escrow Agent, including but not limited to title certificates and gap indemnities in the form reasonably acceptable to SELLER.

(h) Possession of the Property free and clear of all parties in possession except tenants under the Leases and the Sovran Lease.

(i) Intentionally Omitted.

(j) A certificate executed by SELLER certifying that all representations and warranties of SELLER in the Sovran Lease pertaining to the status and authority of SELLER remain true and correct in all material respects as of the Closing Date.

(k) Intentionally Omitted.

(l) Such other certificates, permits and approvals required by law that are imposed on, or customarily furnished by, a seller of real property.

(m) Satisfactions, discharges and terminations of all Financing Liens, in recordable form, to be delivered to, and held in escrow by, the Escrow Agent pending Closing or customary pay off letters from SELLER’s lenders sufficient for the Escrow Agent to pay off the Financing Liens from the sale proceeds due SELLER at Closing and to omit all exceptions for the Financing Liens from PURCHASER’s title insurance policies.

(n) If not already delivered pursuant to the Sovran Lease, the Non-Competition Agreement (as defined in the Sovran Lease). If requested by PURCHASER, SELLER (Carlos A. Arredondo) shall reaffirm the Non-Competition Agreement for the balance of the term thereof prior to Closing.

5.2 PURCHASER may raise title objections (including but not limited to any one (1) or more liens, encumbrances, covenants, easements, restrictions, rights of way, mortgages or other recorded matters or title exceptions affecting the Property) that arise subsequent to the issuance of the title commitment, survey and/or leasehold title insurance policy obtained by PURCHASER pursuant to the Sovran Lease, and may terminate the Sovran Lease and this Agreement, without any consent or instruction of SELLER, if such title objections at Closing are other than Permitted Encumbrances and are not cured by SELLER at or prior to Closing.

5.3 PURCHASER may file bulk sale notices with the New York State Department of Taxation and Finance (“NYS-DTF”), and agrees to provide copies of such filing to SELLER. If PURCHASER files bulk sales notices, PURCHASER shall notify SELLER of (and shall provide SELLER with a copy of) PURCHASER’s receipt, prior to Closing, of a tax release form(s) or tax clearance certificate(s) (each a “NY Tax Clearance Certificate” and collectively “NY Tax Clearance Certificates”) or any written or oral notice(s) that any sales or use taxes (collectively “Taxes”) are due or any other material correspondence or communication received from the NYS-DTF (each a “NY Tax Notice” and collectively “NY Tax Notices”). In the event that any NY Tax Notice states that any Taxes are owed, PURCHASER may on prior notice to SELLER deduct the amount so owed from the adjusted Purchase Price to be delivered to SELLER on the Closing Date, and remit such amount to NYS-DTF, or PURCHASER may require SELLER to pay such Taxes directly to NYS-DTF no later than the Closing Date. PURCHASER may prepay the sales tax due on the Personal Property to be transferred by SELLER to PURCHASER in accordance with this Agreement in order to obtain one or more NY Tax Notices prior to the Closing Date. In the event that PURCHASER does not receive a NY Tax Clearance Certificate prior to the Closing Date, SELLER hereby acknowledges and agrees that, at Closing, PURCHASER may withhold from the adjusted Purchase Price, and deliver to

the Escrow Agent, an amount required by the NYS-DTF or an amount reasonably estimated by PURCHASER and agreed to by SELLER (in SELLER’s reasonable discretion) to cover any potential outstanding tax liability for the period ending on the Closing Date (“Bulk Sale Funds”), which amount shall be held by the Escrow Agent pursuant to and in accordance with the provisions of a separate escrow agreement entered into as of the Closing Date by and among SELLER, PURCHASER and the Escrow Agent, which escrow agreement shall provide, inter alia, that the Bulk Sale Funds shall be held by the Escrow Agent until the date on which a NY Tax Clearance Certificate shall be issued by NYS-DTF and received by PURCHASER with respect to the sale of the Site; provided, however, that if a NY Tax Notice is issued and received by PURCHASER showing that any sales, use and/or taxes are due, the Escrow Agent shall release the Bulk Sale Funds, or the requisite portion thereof, to satisfy all unpaid taxes set forth in the Tax Notice, and if no amount is due as reflected in a NY Tax Clearance Certificate or NY Tax Notice the Bulk Sale Funds, or the remaining portion thereof, shall be returned to SELLER. If the Bulk Sale Funds are insufficient to pay the amount of unpaid taxes set forth in the Tax Notice, SELLER shall promptly remit the difference to the Escrow Agent, who shall release the same to NYS-DTF. The NY Tax Notices and the NY Tax Clearance Certificates shall address and cover all taxes that are due from SELLER and/or SELLER’s predecessors in title. SELLER shall take all steps necessary to obtain a NY Tax Notice and a NY Tax Clearance Certificate respecting its predecessors in title. SELLER shall provide PURCHASER with proof of payment of all Taxes which SELLER (or its predecessor in title) should have been collecting and remitting as may be required by law, including such Taxes due in connection with the sale of inventory, merchandise and goods such as boxes and locks, the rental of self storage units, and the rental of parking spaces. This Section 5.3 shall survive the Closing and the delivery of the Deed.

6. RISK OF LOSS

INTENTIONALLY OMITTED.

7. CONDITIONS PRECEDENT TO CLOSING

PURCHASER shall not be obligated to close under this Agreement unless each of the following conditions precedent shall be satisfied or waived by PURCHASER, in writing, on or prior to the Closing Date:

(a) No Breach. SELLER and each person and entity comprising SELLER shall not be in breach of the Sovran Lease or this Agreement.

(b) Title Policy. The Escrow Agent shall be prepared to issue, upon PURCHASER’S payment of the title premiums and charges therefor, a current ALTA owner’s title insurance policy covering the Site, subject to Permitted Encumbrances, but subject to no new lien or encumbrance not set forth in the leasehold title insurance policy obtained by PURCHASER in connection with the Sovran Lease except for the IDA Documents and liens or encumbrances caused by PURCHASER.

(c) Accuracy of Representations. The representations and warranties in the Sovran Lease as to the status and authority of SELLER shall be true and correct in all material respects on and as of the Closing Date as if they were made on the Closing Date.

(d) Fulfillment of Covenants. SELLER shall have performed all of SELLER’s obligations and agreements hereunder and under the Sovran Lease, and shall have complied with all of SELLER’s covenants hereunder and under the Sovran Lease.

(e) Material Change. There shall not have occurred (i) a release of Hazardous Materials at the Site by Lessor after the Commencement Date or (ii) other than Permitted Encumbrances, a change in status of fee title to all or any part of the Property caused by any act or omission of Lessor.

(f) Deliveries. SELLER shall have furnished and delivered to PURCHASER all of the documents, materials and other items required hereunder.

(g) Contingencies. The satisfaction or written waiver by PURCHASER of all the contingencies set forth herein.

All of the aforementioned conditions precedent are for the sole benefit of PURCHASER. In the event that all of the aforementioned conditions precedent are not satisfied or waived in writing by PURCHASER, prior to the Closing Date, PURCHASER may terminate the Sovran Lease and this Agreement by providing written notice to SELLER. To the extent that such a failure of a condition precedent arises out of a breach or default by SELLER hereunder, PURCHASER shall be afforded the remedies set forth in Section 10.2 hereof.

8. ADJUSTMENTS

As adjustments and prorations were done pursuant to the terms of the Sovran Lease, there are no adjustments other than for monthly Rent under the Sovran Lease.

9. CLOSING DATE

The Closing will take place on or about the first business day which occurs ninety (90) days after PURCHASER exercises the Purchase Option but no earlier than February 2, 2015 and no later than September 2, 2016. The Closing will take place via e-mail and overnight courier through the Escrow Agent.

10. BREACH

10.1 If PURCHASER shall breach or default under this Agreement (and SELLER is not in breach hereof), SELLER’s sole, exclusive and entire right and remedy shall be termination of this Agreement by SELLER. PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such breach.

10.2 If SELLER, or any of the persons or entities comprising SELLER, shall breach or default under this Agreement or fail to convey title to Property in accordance with this Agreement (and PURCHASER is not in breach hereof), PURCHASER may in its sole discretion either (a) enforce this Agreement by specific performance or (b) terminate the Sovran Lease and this Agreement on written notice to SELLER, and PURCHASER may recover from SELLER, and SELLER shall promptly pay to PURCHASER, all costs and expenses (including attorneys’ fees, court costs, disbursements and costs of appeal) incurred by PURCHASER in connection with the Sovran Lease (excluding Rent) and this Agreement.

11. ASSIGNMENT

PURCHASER may not assign this Agreement without the prior consent of SELLER. SELLER agrees to accept a letter of direction from PURCHASER at closing with respect to conveyance of the property to an entity other than PURCHASER.

12. BROKER

The parties hereto represent and warrant to one another that there has been no broker, realtor, sales representative, consultant or agent involved in this transaction who would be entitled to a fee or commission of any kind, except Locke Acquisition Group, LLC (“Locke”) (whose entire commission and fee PURCHASER shall pay pursuant to the terms of a separate agreement). SELLER shall indemnify, defend and hold PURCHASER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorneys’ fees) arising out of or relating to any agreement by SELLER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. PURCHASER shall indemnify, defend and hold SELLER harmless of and from any and all claims, damages, actions and suits (including all court costs and reasonable attorney’s fees) arising out of or relating to any agreement by PURCHASER to pay a commission or other compensation to any broker, realtor, sales representative or agent in connection with this transaction. The provisions of this Section 12 shall survive the Closing.

13. COSTS AND ALLOCATIONS

PURCHASER shall pay the costs and expenses related to the UCC and other searches, as well as fees, costs and expenses related to the IDA Documents and financial assistance provided by the IDA to PURCHASER. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the Deed and the filing of the RP-5217 transfer report (equalization) forms and T.P. 584 transfer tax forms. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”), and PURCHASER will be

entitled to the benefit of any reduction based on transfer tax paid in connection with the Sovran Lease. PURCHASER shall indemnify SELLER from and against any claims (“Claims”) made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.

14. ENFORCEABILITY

If any provision in this Agreement shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law, provided that such enforcement comports with the parties’ intentions as set forth in this Agreement. The terms of this Agreement shall not be construed against PURCHASER despite the fact that PURCHASER and its counsel prepared it.

15. INDEMNIFICATION

Following Closing, SELLER shall reimburse PURCHASER, and shall hold harmless, indemnify and defend PURCHASER, from and against, any and all losses, costs, expenses, obligations, claims, demands, debts, liabilities and damages (collectively “Losses”) incurred by PURCHASER in connection with Losses resulting from or relating to (i) any one (1) or more Excluded Liabilities, (ii) any and all Taxes or other tax owed by SELLER, any person or entity comprising SELLER, or any predecessor to such entities and (iii) any non-fulfillment of any indemnity obligation of SELLER hereunder, in the Sovran Lease or in any other document delivered in connection with this Agreement.

16. FURTHER ASSURANCES

From time to time after the Closing Date, SELLER will execute all such instruments and take all such actions as PURCHASER shall reasonably request in order to ensure that PURCHASER receives the full benefit of the Property, Personal Property and the transactions contemplated by this Agreement. SELLER and PURCHASER shall also execute and deliver to the appropriate other party such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all further actions as may be reasonably required to carry out the transactions contemplated by this Agreement.

17. SURVIVAL

The representations and warranties of SELLER referred to in Section 5.1(j) hereof and the indemnification obligation set forth in Section 15 hereof shall survive the Closing and the delivery of the Deed for twelve (12) months. A timely claim hereunder shall be deemed to have been made if written notice is given to SELLER within such 12-month period.

18. OFF MARKET

(a) While this Agreement is in effect, neither the Property nor any part thereof may be listed or offered for sale or lease; nor may any third party offer involving all or any portion of the Property or Personal Property be sought or solicited. While this Agreement is in effect, neither SELLER nor any person or entity comprising SELLER, may accept or enter into any option, right of first refusal, letter of intent, memorandum of understanding, lease agreement, offer or contract respecting the Property.

(b) While this Agreement is in effect, neither SELLER, nor any of the persons or entities comprising SELLER shall (i) solicit or encourage inquiries or proposals with respect to the Property or any portion thereof, (ii) engage in any negotiations concerning the Property or any portion thereof, (iii) provide any confidential information to, or disclose this Agreement and/or its terms to, any third party or (iv) negotiate the sale of the Property, or any part thereof, with any person or entity.

(c) PURCHASER may enforce the provisions of this Section 18 at law or in equity, including by way of injunction.

19. NOTICE

All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission with receipt, or (b) on the day when sent by e-mail, or (c) on the day when delivered personally or delivery is refused (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

PURCHASER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com

With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
SELLER:	C/O ARREDONDO HOLDINGS
	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

20. GOVERNING LAW; PREVAILING ENTITY

(a) This Agreement shall be governed by the laws of the State in which the Property is located.

(b) In the event that any dispute arises in connection with this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including reasonable attorneys’ fees, in connection with any judicial or non-judicial dispute resolution.

21. ENTIRE AGREEMENT

All prior understandings and agreements between SELLER and PURCHASER are set forth in the Sovran Lease and this Agreement. This Agreement and the Sovran Lease completely expresses their full agreement.

22. NO ORAL CHANGE

This Agreement may not be amended or terminated orally. Any and all amendments to this Agreement must be in writing and signed by both SELLER and PURCHASER.

23. SUCCESSORS

This Agreement shall bind, and shall inure to the benefit of, SELLER and PURCHASER, and the respective distributees, executors, administrators, heirs, personal representatives, trustees, beneficiaries, successors and assigns of SELLER and PURCHASER.

24. COUNTERPARTS; CAPTIONS

This Agreement may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all purposes, and which together shall be deemed one agreement. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

25. EMPLOYEES/BUILDING PLANS

For a period of two (2) years following the Commencement Date as defined in the Sovran Lease, PURCHASER shall not knowingly hire any one or more employees of (a) the owner of the Property (Hicksville Project LLC) from whom SELLER acquired the Property, (b) Arredondo & Co. or (c) Westy. PURCHASER shall have no obligations or liabilities respecting any of the aforementioned employees. PURCHASER shall have no obligation whatsoever to hire any of the aforementioned employees. PURCHASER shall not utilize any drawings or plans that were used for purposes of the design and construction of the buildings or improvements on the Premises in connection with any design or construction of buildings or improvements by PURCHASER at PURCHASER’s other properties as Arredondo & Co., L.L.C. retains sole ownership of all rights to the building plans of the Premises whether or not they are copyrighted. PURCHASER will not construct any buildings that are “substantially similar” to the Premises as the term “substantially similar” is defined in U.S. Copyright Statute.

26. CONSTRUCTION AND OTHER PROVISIONS

(a) Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms “herein”, “hereof” and the like refer to this Agreement in its entirety and not to any specific section or subsection.

(b) If any provisions of this Agreement or any escrow instructions signed pursuant to this Agreement are held by a court of competent jurisdiction to be invalid, this determination shall not affect the validity of the remaining provisions of this Agreement.

(c) The waiver by one party of the performance of any agreement, condition, or obligation under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by that party of any other agreement, condition, or obligation under this Agreement. The waiver by either or both parties of the time for performing any act required by this Agreement shall not constitute a waiver of the time for performing any other act required to be performed at a later time.

27. TAX-DEFERRED EXCHANGE

PURCHASER understands that the transaction contemplated hereby may be part of SELLER’s tax-deferred exchange under Section 1031 of the Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with 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 connection with such tax-deferred exchange (a) PURCHASER shall not incur any cost or expense whatsoever, (b) 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 required to acquire title to any property other than the Property, (d) upon payment of the 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 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 65 West John Street 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 updated title commitment and updated survey.

SCHEDULE A-1 TO PURCHASE AGREEMENT

[Legal Description]

ALL that certain plot, piece or parcel of land, situate, lying and being at Hicksville, Town of Oyster Bay, County of Nassau and State of New York, bounded and described as follows:

BEGINNING at a point on the northerly side of West Barclay Street, said point being distant from the northwest corner of West Barclay Street and Wyckoff Street on a bearing south 81 degrees 37 minutes west, a distance of 60.00 feet;

THENCE from said point south 81 degrees 37 minutes west along the northerly side of West Barclay Street, 395.47 feet to a point;

THENCE north 08 degrees 11 minutes 30 seconds west, a distance of 231.67 feet to the southerly side of West John Street;

THENCE north 81 degrees 37 minutes along the southerly side of West John Street, 446.34 feet to the southwest corner of West John Street and Wyckoff Street;

THENCE south 10 degrees 27 minutes east along the westerly side of Wykoff Street, 131.83 feet to a point;

THENCE south 81 degrees 37 minutes west, a distance of 60.00 feet to a point;

THENCE south 10 degrees 27 minutes east, parallel to the westerly side of Wyckoff Street, 100.00 feet to the point or place of BEGINNING.

SCHEDULE B TO PURCHASE AGREEMENT

[Personal Property]

A list shall be prepared by Seller and Purchaser for attachment to the Bill of Sale

SCHEDULE “C” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “D” TO PURCHASE AGREEMENT

FORM OF BILL 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 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”:

1. All items listed in attached Schedule A;

2. To the extent assignable, all existing permits, approvals and licenses, including, without limitation, all use permits, variances, certificates of occupancy, building and other operating permits, franchise rights, construction permits, business registration and other occupancy permits, computer software licenses and other licenses related to or used in connection with the existing business operation on the Property; and

3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, alteration, maintenance and repair of the Property. Plans and specifications all specifically excluded from this assignment.

Notwithstanding anything to the contrary herein, and except as set forth in the Sovran Lease, Buyer is not assuming, nor is Buyer liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller’s (and each of those persons and entities comprising Seller) liabilities and obligations (a) not expressly assumed by Buyer and/or (b) arising or accruing prior to the date that Buyer acquires title to the Property.

Seller warrants that it owns the Personal Property in its entirety, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Personal Property free and clear of all such liens and encumbrances. Except for and subject to the representations and warranties set forth in the Lease dated as of             , 201     to which Seller and Buyer are parties, the Personal Property is being conveyed “As Is” and “With All Faults”, without any representations or warranties as to condition, merchantability or fitness for a particular purpose or otherwise.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed on this     day of             , 201    .

By:
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 201    , before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

- 2 -

SCHEDULE A TO BILL OF SALE

SCHEDULE “E” TO PURCHASE AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated             , 2013, by and between                      (“Assignor”) and SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Assignee”).

RECITALS

A. Assignor is the owner of real property located at 65 West John Street, Hicksville, New York 11801 (“Premises”), which Premises have been leased by Assignor to Assignee pursuant to a lease dated             , 2013 (“Sovran Lease”).

B. The Premises are subject to the leases identified in attached Exhibit A (collectively “Leases”).

C. The Premises are affected by certain permits, licenses, approvals and certificates identified in attached Exhibit B (collectively “Permits”) granted by various governmental agencies which are necessary for the ownership, use and operation of the Premises.

D. The Premises are affected by certain contracts and agreements identified in annexed Exhibit C (collectively “Service Contracts”) relating to the ownership, use or operation of the Premises.

E. The Premises are affected by certain warranties and guaranties identified in attached Exhibit D (collectively “Guaranties”).

F. Assignee wishes to acquire any and all rights of Assignor under the Leases, Permits, Guaranties and Service Contracts, as well as Assignor’s telephone numbers and fax numbers.

NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

(1) Assignor hereby assigns, transfers and sets over to Assignee, and hereby ratifies and reaffirms the assignment by Assignor to Assignee in the Sovran Lease of, all of Assignor’s right, title and interest in, and Assignee hereby accepts the assignment of, the Leases, Permits, Service Contracts and Guaranties, as well as Assignor’s telephone numbers and fax numbers.

(2) Assignee hereby confirms assumption of all of the covenants, duties and obligations under the Leases, Permits and Service Contracts first arising after the Commencement Date of the Sovran Lease.

(3) This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(4) This Assignment shall not be construed against Assignee despite the fact that Assignee prepared it.

(5) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a single instrument.

(6) Assignor and Assignee shall execute and deliver to the other any further instruments of conveyance, sale, assignment or transfer as may be reasonably necessary to effect the purposes of this Assignment.

(7) This Assignment may be modified only in writing, signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the day and year first above written.

By:
	Name:
	Title:
SOVRAN ACQUISITION LIMITED PARTNERSHIP
By: SOVRAN HOLDINGS, INC., its general partner
By:
	Name:
	Title:

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[LEASES]

EXHIBIT B TO ASSIGNMENT AND ASSUMPTION AGREEMENT

[PERMITS, LICENSES, CERTIFICATES]

Certificate(s) of Occupancy

EXHIBIT C TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Service Contracts)

EXHIBIT D TO ASSIGNMENT AND ASSUMPTION AGREEMENT

(Guaranties)

SCHEDULE “F” TO PURCHASE AGREEMENT

FORM OF CERTIFICATE AND INDEMNITY

The undersigned persons and entities (collectively “Seller”) hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”) that all sales taxes, excise taxes, use taxes, employment taxes and other taxes, if any (collectively “Taxes”) due from Seller and Seller’s predecessor in title in connection with the ownership and/or operation of the self storage facility known as Westy Self Storage located at                      (“Facility”) prior to the Commencement Date are current, including but not limited to any and all Taxes due in connection with (i) the sale of personal property such as inventory and merchandise, (ii) the furnishing of services, (iii) the leasing of outdoor parking spaces and (iv) the rents collected on self storage units. The undersigned hereby jointly and severally indemnify, defend and hold Buyer harmless from and against, and agree to reimburse Buyer for, any and all claims, liabilities, losses, damages and expenses (including interest, penalties, reasonable attorneys’ fees, disbursements, court costs and costs of appeal) in connection with the failure by Seller and Seller’s predecessors in title to pay any and all Taxes due in connection with the ownership and/or operation of the Facility, including subsections (i) through (iv) above, that were due and payable for the period of time prior to the Commencement Date (as that term is defined in the Lease between Buyer and the undersigned dated             , 2013).

By
	Name:
	Title:

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

SCHEDULE “G” TO PURCHASE AGREEMENT

Intentionally Omitted.

SCHEDULE “H” TO PURCHASE AGREEMENT

FORM OF FIRPTA CERTIFICATE

Each person and entity comprising Seller shall execute a FIRPTA Certificate

SELLER’S CERTIFICATE UNDER

INTERNAL REVENUE CODE SECTION

1445 (FIRPTA)

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign entity. To inform the transferee (buyer) that withholding of tax is not required upon disposition of a U.S. real property interest, the undersigned hereby certify to SOVRAN ACQUISITION LIMITED PARTNERSHIP (transferee) the following:

1.                      is a                      [limited liability company] [partnership] [corporation] [person] [trust] and is not a non-resident alien or foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) and is not a disregarded entity as defined in 26 CFR § 1.1445-2(b)(2)(iii).

2. The U.S. taxpayer identification number/social security number of                      is as follows:                     .

3. This certification may be disclosed to the Internal Revenue Service by the transferee, and any false statement made herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declare that the undersigned have examined this certification, and it is true, correct, and complete.

Dated:             , 2013

By:
	Name:
	Title:

Sworn to before me this

     day of             , 2013

Notary Public

EXHIBIT “C” TO LEASE

Property Information on each Property for new Operator (electronic copies – in pdf, excel and other format files where possible):

1. All, as of July 31, 2013, tenant occupancy agreements including phone numbers, addresses (and change of address cards) and email addresses and any tenant signed documents.

2. Service contracts: trash removal, lawn maintenance, auctioneer, energy contracts (if any).

3. Permits and/or last inspection report for building, elevator, fire inspections, etc.

4. Current business license.

5. Original site plan.

6. Existing surveys (if available); or site layout plan depicting each building and number of spaces in each.

7. Units mix of each building.

8. Certificate of occupancy for each building, land use permit, special use permit, zoning permit, variances, etc. (as applicable).

9. Environmental reports/property condition reports (if available).

10. May, June, July 2013 utility invoices (electric, water, phone, gas) with service provider phone numbers.

11. Registration account number for sales tax and state unemployment.

12. Monthly operating (income and expense) statements for 2012 and year to date 2013 (through July 31).

13. General ledger activity detail for all balance sheet and income and expense accounts for 2012 and year to date 2013 (through July 2013).

14. All property expense invoices for 2012 and year to date 2013 (through July 31).

15. Property management computer monthly summary reports for 2012 and year to date 2013 (through July 31).

16. Prior two years of financial statements - balance sheet and operating statements for 12/31/11 and 12/31/12.

17. Accounts receivable detail at 12/31/12 and year to date 2013 (through July 31).

18. Accounts payable detail at 12/31/12 and year to date 2013 (through July 31).

19. Schedule of prepaid tenant rents, security deposits, and supporting documentation at 12/31/11 and 12/31/12 and year to date 2013 (through July 31).

20. Merchant credit card monthly statements for 2012 and year to date 2013 (through July 31).

21. Current month to date bank deposits (August and September 2013).

22. Insurance invoice detailing liability, umbrella and worker compensation expense, and Certificate of Insurance evidencing all liability and property damage coverage.

23. Auction information for 2012 and year to date 2013 (through July 31), including amounts owed, recovered and all auction expenses.

24. Printout showing occupied and vacant units in order to complete lock check.

25. Carlos Arredondo to use good faith efforts to obtain bank statements for 2012 and 2013 to date.

EXHIBIT “D” TO LEASE

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT, made and entered into as of the      day of             , 2013, among SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership, 6467 Main Street, Buffalo, New York 14221 (“Sovran”), THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO, c/o ARREDONDO HOLDINGS, 35 FIELD POINT CIRCLE, GREENWICH, CONNECTICUT 06830 (each a “Trust” and collectively “Trusts”), CARLOS A. ARREDONDO, residing at                     , ELENA I. ARREDONDO, residing at                     , FABIOLA R. ARREDONDO, residing at                      and MARISA V. ARREDONDO, residing at                      (each an “Individual” and collectively “Individuals”).

RECITALS

WHEREAS, reference is made to a self storage facility (“Business”), located at 65 West John Street, Hicksville, New York 11801 (“Site” or “Property”) and as more fully described in the lease between the Trusts and the Individuals (except Carlos A. Arredondo) as lessor and Sovran, as lessee, dated             , 2013 (“Lease”);

WHEREAS, Sovran has an option to purchase the Property under the Lease;

WHEREAS, Carlos A. Arredondo has been involved in the management and operation of the Business and, directly or indirectly, the Trusts and Individuals will benefit from the lease and possible sale of the Property to Sovran; and

WHEREAS, as an inducement to Sovran to lease the Property, the Trusts and the Individuals agree to enter into and comply with the terms of this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Non-Competition.

(a) The Trusts, and the Individuals hereby covenant and agree that, for four (4) years immediately following the commencement of the term of the Lease (“Term”), they will not themselves or through their Affiliates (as hereinafter defined) construct, expand, develop, renovate, lease (as landlord or tenant, other than a lease of a self storage unit for use as a self storage unit), sublease (as sublessor or sublessee), own, manage, or operate a self-storage facility, or any facility similar thereto within a four (4) mile radius of the Site (“Radius”),

(b) An “Affiliate”, when used in this Agreement, shall mean any Person (as hereinafter defined) that directly or indirectly through one or more intermediaries controls, is controlled by or under common control with the Person specified. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract or otherwise. “Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture, trust, association, union or other entity or business organization.

(c) The Trusts and the Individuals shall not, and shall cause the Affiliates not to, solicit, contact or communicate with any tenant, subtenant or occupant of the Site, either orally or in writing, regarding matters set forth in Section 1(a), without first obtaining the prior written consent of Sovran.

(d) Notwithstanding anything to the contrary herein, this Agreement shall not prohibit the Trusts or the Individuals and their Affiliates from investing in stocks or funds or Persons, or taking employment with or providing services to Persons, unaffiliated with the Trusts and/or the Individuals, which stocks or funds or Persons may have interests in or operate self storage sites located within the Radius.

(e) This Agreement shall terminate in the event that Sovran terminates the Lease or the Lease is otherwise terminated. This Agreement shall remain in full force and effect in accordance with its terms if the Lease remains in effect, and shall survive and continue to remain in effect in accordance with its terms if Sovran exercises its purchase option under the Lease and subsequently acquires the Property.

2. Attorneys’ Fees. Should Sovran, the Trusts or any Individual employ an attorney or attorneys to enforce any of the provisions hereof or to protect their interests in any manner arising under this Agreement, or to recover damages for the breach hereof, the nonprevailing party shall pay to the prevailing party all reasonable costs, damages and expenses, including attorneys’ fees, disbursements and court costs expended or incurred in connection therewith.

3. Counterparts. This Agreement may be signed in counterparts, and shall be fully effective if the signatories execute this Agreement in separate counterparts.

4. Assist. During the Term, the Trusts and the Individuals shall not take actions to circumvent the prohibitions of Section 1(a) of this Agreement.

5. Remedies. Sovran will suffer irreparable harm if this Agreement is breached. The parties hereto acknowledge and agree that it may be difficult or impossible to calculate and ascertain accurately or definitively the damages that would be sustained by Sovran as a result of a breach of this Agreement. The parties hereto agree that if Sovran should institute an action or proceeding to enforce the provisions hereof, Sovran shall be entitled to injunctive relief (in addition to all other remedies provided at law or in equity), and any party against whom such action or proceeding is brought hereby waives (a) the claim or defense that Sovran has an adequate remedy at law (and shall not urge in any action or proceeding the claim or defense that such a remedy at law exists) and (b) any requirement that Sovran post any bond in connection with obtaining such injunctive relief. Accordingly, Sovran shall have the right to seek a temporary restraining order and preliminary and permanent injunctions restraining and enjoining any one (1) or more of the Trusts, the Individuals and/or any family members of the Individuals as well as any Affiliate of any one (1) or more of the Trusts and/or any Individuals as the case may be, from initiating or continuing any breach of any provision of this Agreement, that such relief may be granted without the necessity of proving actual damages, and that, in connection with any such proceedings, the Trusts and the Individuals hereby waive the defense that Sovran has an adequate remedy at law. This provision with respect to injunctive relief shall not, however, diminish the right of Sovran to claim and recover damages in addition to injunctive relief. The obligations and liabilities of the Trusts and the Individuals hereunder shall be joint and several.

6. Severability; Validity. The invalidity or unenforceability of any one or more of the particular provisions of this Agreement shall not affect the enforceability of the other provisions hereof, all of which are inserted conditionally on their being valid in law, and in the event one or more provisions contained herein shall be invalid, this Agreement shall be construed as if such invalid provision had not been inserted; provided, however, that if such invalidity shall be caused by any value, any price, the length of any period of time, the size of any area, or the scope of activities set forth in any provision hereof, such value, price, period of time, area, or scope shall be considered to be adjusted to a value, price, period of time, area, or scope that would cure such invalidity. The parties hereto agree that the covenants and obligations contained in this Agreement are severable and divisible, that none of such covenants or obligations depends on any other covenant or obligation for its enforceability, that each such covenant and obligation constitutes an enforceable obligation, that each such covenant and obligation shall be construed as an agreement independent of any other provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such covenants or obligations. This Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. To the extent that any provisions of this Agreement shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation

of the foregoing, it is expressly agreed that should the duration of or geographic extent of, or business activities covered by, the non-competition agreement contained in Section 1 be determined to be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which may validly or enforceably covered.

7. Applicable Law. This Agreement shall be governed by the internal laws of the State in which the Property is located without regard to the principles of conflicts of laws. If this Agreement is found to be unenforceable against one or more of the parties hereto, it shall nevertheless remain enforceable against the remaining parties hereto.

8. Entire Agreement; Modifications. This Agreement embodies and constitutes the entire understanding between the parties with respect to the scope of the non-competition arrangement described herein, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought.

9. Inducement. This Agreement constitutes a portion of the inducement to Sovran in connection with the Lease. All of the parties hereto expressly agree that adequate consideration supports this Agreement. All of the parties hereto agree that the covenants and agreements herein contained are reasonable in geographic and temporal scope.

10. Captions. Captions and headings in this Agreement are for convenience only, and shall not be interpreted to limit the scope or meaning of any provision hereof.

11. Interpretation. This Agreement has been thoroughly reviewed by the Trusts and the Individuals, and their counsel. This Agreement shall not be construed against Sovran despite the fact that its counsel may have prepared it.

12. Notice. All notices, requests, demands, and other communications pertaining to this Agreement shall be in writing and shall be deemed duly given and effective (a) on the day when sent by facsimile transmission, (b) e-mail or (c) on the day when delivered personally (which shall include delivery by Federal Express or other nationally recognized, reputable overnight courier service that issues a receipt or other confirmation of delivery) addressed as follows:

BUYER:	SOVRAN ACQUISITION LIMITED
	PARTNERSHIP
	6467 Main Street
	Buffalo, New York 14221
	Attention: Sandra L. Herberger
	Fax: (716) 630-5120
	E-mail: sherberger@sovranss.com
With a Copy to:	JOHN A. PAPPANO, ESQ.
	Phillips Lytle LLP
	3400 HSBC Center
	Buffalo, New York 14203
	Fax: (716) 852-6100
	E-mail: jpappano@phillipslytle.com
THE TRUSTS AND:	C/O ARREDONDO HOLDINGS
THE INDIVIDUALS:	35 Field Point Circle
	Greenwich, Connecticut 06830
	Attention: Carlos A. Arredondo
	Fax: (203) 661-5281
	E-mail: carredon@optonline.net
With a Copy to:	MARINA RABINOVICH, ESQ.
	Schiff Hardin LLP
	666 Fifth Avenue, Suite 1700
	New York, New York 10103
	Fax: (212) 753-5044
	E-mail: mrabinovich@schiffhardin.com

Notices shall be deemed effective if given by the parties’ counsel.

13. Enforcement. Any failure on the part of any party to this Agreement to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provisions as to future violations thereof nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties hereto are cumulative and the waiver by a party of a single remedy shall not constitute a waiver by any such party of its right to assert all other legal and/or equitable remedies available hereunder, or under law or equity.

14. Delegation. The Trusts and the Individuals may not delegate or assign any of their obligations set forth in this Agreement without the prior written consent of Sovran, and any such delegation or assignment is void. This Agreement shall be binding on the respective heirs, distributees, personal representatives, successors and assigns of the parties hereto, and shall inure to the benefit of, and be enforceable by, their respective heirs, distributees, personal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By:	SOVRAN HOLDINGS, INC., its general partner
By:
	Name:	Date
	Title:
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:
	Name:	Date
	Title:
TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:
	Name:	Date
	Title:

TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:
	Name:	Date
	Title:
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:
	Name:	Date
	Title:
Elena I. Arredondo		Date
Fabiola R. Arredondo		Date
Marisa V. Arredondo		Date
Carlos A. Arredondo		Date

STATE OF NEW YORK	)
	) SS.:
COUNTY OF ERIE	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF	)
	) SS.:
COUNTY OF	)

On the      day of              in the year 2013, before me, the undersigned, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

EXHIBIT “E” TO LEASE

FORM OF LETTER TO BE DELIVERED BY CURRENT OWNER/MANAGER TO TENANTS

EXHIBIT E

Dear Customer,

As you may know, there are seventeen (17) Westy Storage Centers. Effective November 1, 2013, four (4) of these centers – that is, Danbury Milford, Hicksville and Babylon – will not be operated by Westy. These centers will be renamed as New Operator Name and will be managed by them. Your Occupancy Agreement has been assigned to New Operator Name effective November 1, 2013. New Operator Name is, at this time, writing you to give you details of their services.

New Operator Name has agreed that they will not increase your rent for two (2) years from the time you moved in or from your latest rent increase, whichever is later. There is no rent guarantee beyond that. As the new Manager does not require security deposits, we are herein returning your security deposit.

It has been a privilege servicing you and we wish you every happiness and success.

John A. Arredondo

Director of Operations

Hicksville, NY

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE (the “Amendment”) is made as of the 13th day of September, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

WHEREAS, Lessor and Lessee, entered into that certain Lease dated as of August 7, 2013 (the “Lease”) for the premises known as 65 West John Street, Hicksville, New York 11801 (the “Premises”) as more particularly described in the Lease;

WHEREAS, the parties desire to modify the terms of the Lease as hereinafter described. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Lease.

NOW, THEREFORE, for good and valuable consideration, receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Schedule A to Exhibit B of the Lease is hereby amended by replacing it with Exhibit 1 attached hereto.

2. The Contracts that are to be assigned to Lessee and assumed by Lessee are set forth on Exhibit 2 attached hereto.

3. The Inspection Period is hereby extended through 6:00 p.m. Eastern Time on September 27, 2013.

4. To the extent that the Survey includes an “as surveyed” metes and bounds legal description or descriptions prepared by Lessee’s surveyor, such “as surveyed” legal description or descriptions shall be deemed to be included in the Lease, and shall be included in the Memorandum of Lease, in all circumstances without any representation or warranty as to completeness or accuracy thereof from Lessor, as descriptions of the Premises along with the record legal description of the Premises that is currently attached to the Lease as Exhibit A.

5. The following are Must Cure Obligations, and will be paid, satisfied and terminated of record with respect to the Premises upon Lessor’s acquisition of the Premises (and same not being raised as an exception to title shall be deemed Lessor’s compliance):

(a) Absolute Assignment of Lessor’s Interest in Leases and Rents made by Hicksville Project, LLC to Wachovia Bank, National Association dated October 29, 2002 and recorded on September 10, 2003 in Liber 24910, mp 315.

(b) Collateral Assignment of Leases and Rentals made by Port Chester Project, L.L.C. and Hicksville Project, LLC to Newalliance Bank dated January 22, 2010 and recorded on May 26, 2010 in Liber 34863, mp 871.

(c) UCC Financing Statement No. UC10000665 filed on February 23, 2010; Debtor: Port Chester Project, L.L.C. and Hicksville Project, LLC, Secured Party: Newalliance Bank.

(d) Mortgage made by Port Chester Project, L.L.C. to First Union Bank of Connecticut dated January 10, 1996 and recorded on January 18, 1996 in Liber 21261, page 1 (“Mortgage 1”).

(e) Mortgage made by Port Chester Project, L.L.C. to Wachovia Bank, National Association dated October 29, 2002 and recorded on March 3, 2003 in Control #430490149 (Westchester County) and recorded on September 10, 2003 in Liber 24910, mp 281 (Nassau County) (“Mortgage 2”).

(f) Loan Assumption Agreement made between Hicksville Project, LLC, Port Chester Project, L.L.C. and Wachovia Bank, National Associated dated October 29, 2002 and recorded on March 3, 2003 in Control #430490226 (Westchester County) and recorded on May 26, 2010 in Liber 34863, mp 835 (Nassau County).

(g) Modification, Consolidation, Security and Spreader Agreement made between Port Chester Project, L.L.C. and Hicksville Project, LLC and Wachovia Bank, National Association (successor in interest to First Union Bank of Connecticut) dated October 29, 2002 and recorded on March 3, 2003 in Control #430490220 (Westchester County) and recorded on September 10, 2003 in Liber 24910, mp 296 (Nassau County).

(h) Assignment of Mortgage 1 and Mortgage 2, as consolidated, assigned by Wachovia Bank, N.A. to Newalliance Bank by assignment of mortgage dated January 21, 2010 and recorded on May 26, 2010 in Liber 34863, mp 829 (Nassau County) and recorded on April 21, 2010 in Control #500273544 (Westchester County).

(i) Amended and Restated Mortgage, Assignment of Leases and Security Agreement made between Port Chester Project, L.L.C. and Hicksville Project, LLC and Newalliance Bank dated January 22, 2010 and recorded on May 26, 2010 in Liber 34863, mp 847 (Nassau County) and recorded on April 21, 2010 in Control #500323194 (Westchester County).

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6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same instrument. Except as specifically modified and amended by this Amendment, there are no other changes or modifications to the Lease and all of the terms, covenants and conditions of the Lease, as modified and amended by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in full force and effect.

[SEE NEXT PAGE FOR SIGNATURES]

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Hicksville, NY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By: SOVRAN HOLDINGS, INC., general partner
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate Investment
By:	/S/ Michael Rogers
	Name:	Michael Rogers
	Title:	Vice President - Real Estate Operations
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee

TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee
/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

Hicksville, NY

Exhibit 1

SCHEDULE A TO PURCHASE AGREEMENT

DESCRIPTION OF REAL ESTATE

AND ALLOCATION OF PRICE

Property	Total		Real Property		Non-Compete		Goodwill
Westy Self Storage – Hicksville	$	32,950,000	$	23,060,000	$	5,000	$	9,885,000
65 West John Street Hicksville, New York 11801 129,460± 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 updated title commitment and updated survey.

Exhibit 2

CONTRACTS

Comprehensive Facilities Services Agreement dated January 1, 2013 by and between Hughes Environmental Engineering and Arredondo & Company, with respect to the Premises and the Milford, Farmingdale, and Danbury properties, only.

Agreement dated January 1, 2008 by and between Arredondo & Co. LLC (D.B.A.) Westy Self Storage and ThyssenKrupp Elevator Corporation, with respect to the Premises and the Milford, Farmingdale, and Danbury properties, only.

Planned Lighting Maintenance Agreement dated January 1, 2013 by and between Efficient Lighting Maintenance Inc. and Westy Self Storage/Arredondo & Co. LLC, with respect to the Premises and the Milford, Farmingdale, and Danbury properties, only.

Music Service Agreement dated January 1, 2007, by and between Westy’s Storage and Muzak LLC, with respect to the Premises and the Milford, Farmingdale, and Danbury properties, only.

Generator Maintenance Service Agreement dated December 28, 2012, by and between Power Performance Industries “P.P.I.” and Arredondo & Co. LLC d/b/a Westy’s, with respect to the Premises and the Farmingdale property only.

Inspection & Maintenance Service Agreement dated January 18, 2013, by and between Westy’s New York, Inc. and Nations Roof.

Inspection and Service Agreement dated May 16, 2013, by and between Red Hawk Fire & Security and Westys Storage Center.

Service Agreement dated September 7, 2013, by and between Eagle Sanitation, Inc. and Westy Self Storage.

Service Contract dated March 25, 2013, by and between Greenwood Landscape Construction Corp. and Westy Storage Centers [irrigation].

Service Contract dated March 25, 2013, by and between Greenwood Landscape Construction Corp. and Westy Storage Centers [landscaping maintenance].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [fire alarm].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [security system].

Service Agreement dated April 3, 2009, by and between Fire Systems, Inc. and Westy Storage Center [opening and closing reports].

Service Agreement dated June 18, 2012, by and between Optimum Lightpath and Arredondo & Co LLC / DBA Westy Storage Ctr.

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SECOND AMENDMENT OF LEASE

THIS SECOND AMENDMENT OF LEASE (the “Amendment”) is made as of the 27th day of September, 2013, by and between

THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE, TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO, TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO, ELENA I. ARREDONDO, FABIOLA R. ARREDONDO, MARISA V. ARREDONDO, TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO, TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO AND TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO

c/o ARREDONDO HOLDINGS, 35 Field Point Circle, Greenwich, Connecticut 06830

(hereinafter referred to collectively as “Lessor”)

and

SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership

6467 Main Street, Buffalo, New York 14221

(hereinafter referred to as “Lessee”)

W I T N E S S E T H:

WHEREAS, Lessor and Lessee, entered into that certain Lease dated as of August 7, 2013 (the “Original Lease”), as amended by that certain First Amendment of Lease dated as of September 13, 2013 (the “First Amendment”, and together with the Original Lease, the “Lease”) for the premises known as 65 West John Street, Hicksville, New York 11801 (the “Premises”) as more particularly described in the Lease;

WHEREAS, the parties desire to modify the terms of the Lease as hereinafter described. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Lease.

NOW, THEREFORE, for good and valuable consideration, receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Notwithstanding anything to the contrary set forth in Section 5.4 (iii)(y) and 5.6 of the Original Lease, Lessor and Lessee hereby agree that Lessor and/or Lessee will execute any customary and reasonable IDA Documents provided that such IDA Documents will not (a) transfer Lessor’s fee title to the IDA or (b) encumber Lessor’s title to the Premises in such a way that would negatively affect the marketability of title to the Premises other than a sublease and sub-sublease arrangements with the IDA; such sublease and sub-sublease to be automatically subordinate to the Lease and to provide for automatic termination of such sublease and sub-

sublease in the event of termination of the Lease. Lessee has advised Lessor that in order to obtain financial assistance from IDA, Lessee will have to post with the IDA a letter of credit in the amount of $650,000, or such other amount as required by the IDA, as collateral for its obligations in connection with the PILOT. Lessor and Lessee hereby agree that provided Lessee is required to post such letter of credit as collateral, Lessor shall pay to Lessee on or prior to the Commencement Date an amount equal to the cost of maintaining such letter of credit for the period from the Commencement Date through September 2, 2016 (the “L/C Cost”), but in no event shall Lessor be obligated to pay more than $19,000 in total, and if the L/C Cost is greater than $19,000, Lessee shall pay the excess L/C Cost above $19,000. Lessee agrees to use its best efforts to minimize the L/C Cost.

2. Section (h) of paragraph 5.5 of the Lease is hereby revised in its entirety to read as follows: “(h) following an update of the status of title through the Commencement Date, Lessee having obtained a leasehold title insurance policy, and the IDA having obtained a leasehold title insurance policy, such policy being effective and paid for by Lessee as of the Commencement Date without any additional liens, encumbrances or exceptions beyond what was disclosed in the initial commitments of title issued to Lessee and the IDA”

3. Lessee hereby waives the contingency set forth in Section 5.4 (ii) of the Original Lease with respect to this Lease and the other three (3) leases referred to in Section 1.2 of the Original Lease.

4. Notwithstanding anything to the contrary set forth in the First Amendment, Lessor and Lessee hereby agree that Lessee’s obligation to assume the Contracts with (i) Imperial Commercial Cleaning, Inc. (originally All Maintenance, Inc.), (ii) Muzak LLC, and (iii) Thysen Krupp Elevator Corporation shall be contingent on these vendors agreeing that Lessee may assume the obligations under the respective Contracts only with respect to the Premises and the other three leases referenced in Section 1.2 of the Original Lease.

6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same instrument. Except as specifically modified and amended by this Amendment, there are no other changes or modifications to the Lease and all of the terms, covenants and conditions of the Lease, as modified and amended by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in full force and effect.

[SEE NEXT PAGE FOR SIGNATURES]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
By: SOVRAN HOLDINGS, INC., general partner
By:	/S/ Paul T. Powell
	Name:	Paul T. Powell
	Title:	Executive Vice President of Real Estate Investment
By:	/S/ Michael Rogers
	Name:	Michael Rogers
	Title:	Vice President - Real Estate Operations
THE 2000 TRUST FOR THE GRANDCHILDREN OF CARLOS A. ARREDONDO AND MARI V. ARREDONDO, CARLOS A. ARREDONDO, TRUSTEE
By:	/S/ Carlos A. Arredondo
	Name:	Carlos A. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF FABIOLA RAQUEL ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST FOR THE BENEFIT OF THE CHILDREN OF ELENA ISABEL ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee

TRUST FOR THE BENEFIT OF THE CHILDREN OF MARISA VARA ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee
/S/ Elena I. Arredondo
Elena I. Arredondo
/S/ Fabiola R. Arredondo
Fabiola R. Arredondo
/S/ Marisa V. Arredondo
Marisa V. Arredondo
TRUST “B” FOR THE GRANDCHILDREN OF FABIOLA R. ARREDONDO
By:	/S/ Fabiola R. Arredondo
	Name:	Fabiola R. Arredondo
	Title:	Trustee
TRUST “C” FOR THE GRANDCHILDREN OF ELENA I. ARREDONDO
By:	/S/ Elena I. Arredondo
	Name:	Elena I. Arredondo
	Title:	Trustee
TRUST “D” FOR THE GRANDCHILDREN OF MARISA V. ARREDONDO
By:	/S/ Marisa V. Arredondo
	Name:	Marisa V. Arredondo
	Title:	Trustee

EX-12.1

Exhibit 12.1

Statement Re: Computation of Earnings to

Combined Fixed Charges and Preferred Stock Dividends

Amounts in thousands

	Year ended December 31,
	2013			2012			2011			2010			2009
Earnings:
Income from continuing operations before noncontrolling interest in consolidated subsidiaries and income from equity investees	$	69,524		$	47,185		$	27,654		$	30,579		$	15,708
Add: Income tax expense		936			1,326			1,524			1,131			937
Add: Fixed charges		32,720			33,547			38,848			32,007			50,410
Add: Distributed income of equity investees		2,630			2,184			944			494			686
Less: Capitalized interest		(113	)		(149	)		(72	)		(83	)		(159	)
Preferred dividend requirements of consolidated subsidiaries		—			—			—			—			—
Earnings (1)		105,697			84,093			68,898			64,128			67,582
Fixed charges:
Interest expense		31,166			32,330			37,365			30,681			48,847
Amortization of financing fees		834			836			1,184			1,030			1,203
Capitalized interest		113			149			72			83			159
Estimate of interest included in rent expense		607			232			227			213			201
Preferred stock dividends		—			—			—			—			—
Fixed charges (2)	$	32,720		$	33,547		$	38,848		$	32,007		$	50,410
Ratio of earnings to combined fixed charges and preferred stock dividends (1)/(2)		3.23			2.51			1.77			2.00			1.34

EX-21.1

Exhibit 21.1

Subsidiaries

Sovran Acquisition Limited Partnership, a Delaware limited partnership

Sovran Holdings, Inc., a Delaware Corporation

Locke Sovran I LLC, a New York limited liability company

Locke Sovran II LLC, a New York limited liability company

The Locke Group, LLC, a Delaware limited liability company

Uncle Bob’s Management, LLC, a New York limited liability company

Iskalo Land Holdings, LLC, a New York limited liability company

Sovran Jones Road, LLC, a Delaware limited liability company

Sovran Congress, LLC, a Delaware limited liability company

Sovran Cameron, LLC, a Delaware limited liability company

Sovran Huebner, LLC, a Delaware limited liability company

Sovran Little Road, LLC, a Delaware limited liability company

Sovran Granbury, LLC, a Delaware limited liability company

Sovran Shackelford, LLC, a Delaware limited liability company

Sovran Manchester, LLC, a Delaware limited liability company

Sovran DeGaulle, LLC, a Delaware limited liability company

Sovran Grapevine, LLC, a Delaware limited liability company

Sovran Washington, LLC, a Delaware limited liability company

Sovran Meramac, LLC, a Delaware limited liability company

Sovran Seminole, LLC, a Delaware limited liability company

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-21679) of Sovran Self Storage, Inc.,

(2) Registration Statement (Form S-8 No. 333-42272) pertaining to the 1995 Award and Option Plan and to the 1995 Outside Directors’ Stock Option Plan,

(3) Registration Statement (Form S-8 No. 333-42270) pertaining to the Deferred Compensation Plan for Directors of Sovran Self Storage, Inc.,

(4) Registration Statement (Form S-8 No. 333-73806) pertaining to the 1995 Award and Option Plan,

(5) Registration Statement (Form S-8 No. 333-107464) pertaining to the 1995 Outside Directors’ Stock Option Plan,

(6) Registration Statement (Form S-8 No. 333-138937) pertaining to the 2005 Award and Option Plan;

(7) Registration Statement (Form S-3 No. 333-174668) and related Prospectus of Sovran Self Storage, Inc. for the registration of common stock, preferred stock, warrants, debt securities and units, and

(8) Registration Statement (Form S-3 No. 333-187351) and related Prospectus of Sovran Self Storage, Inc. for the registration of 3,000,000 of its common stock;

of our reports dated February 27, 2014, with respect to the consolidated financial statements and schedule of Sovran Self Storage, Inc., and the effectiveness of internal control over financial reporting of Sovran Self Storage, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2013.

/s/ Ernst & Young LLP

Buffalo, New York

February 27, 2014

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended

I, David L. Rogers, certify that:

1. I have reviewed this report on Form 10-K of Sovran Self Storage, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 27, 2014

/S/ David L. Rogers

David L. Rogers

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended

I, Andrew J. Gregoire, certify that:

1. I have reviewed this report on Form 10-K of Sovran Self Storage, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 27, 2014

/S/ Andrew J. Gregoire

Andrew J. Gregoire

Secretary, Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned of Sovran Self Storage, Inc. (the “Company”) does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1) The report on Form 10-K of the Company for the annual period ended December 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 27, 2014

/S/ David L. Rogers

David L. Rogers

Chief Executive Officer

/S/ Andrew J. Gregoire

Andrew J. Gregoire

Chief Financial Officer

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Organization - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013
Organization [Line Items]
Number of self-storage properties owned and managed	478
Number of states in which self-storage properties owned and managed	25
Number of properties managed with no ownership	22
Number of properties leased	4
Sovran HHF Storage Holdings LLC [Member]
Organization [Line Items]
Number of properties owned and managed under twenty-percent stake joint venture	25
Percentage ownership in unconsolidated joint venture	20.00%
Sovran HHF Storage Holdings II LLC [Member]
Organization [Line Items]
Percentage ownership in unconsolidated joint venture	15.00%
Number of properties owned and managed under fifteen-percent stake joint venture	30
Texas and Florida [Member] | Revenue [Member]
Organization [Line Items]
Concentration risk, percentage	40.00%

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Mortgages Payable and Debt Maturities - Summary of Mortgage Payable (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Facility
6.76% Mortgage Note Due September 11, 2013 [Member]
Debt Instrument [Line Items]
Term note stated interest rate	6.76%
Mortgage note due date	Sep. 11, 2013
Self-storage facilities	1
6.35% Mortgage Note Due March 11, 2014 [Member]
Debt Instrument [Line Items]
Term note stated interest rate	6.35%
Mortgage note due date	Mar. 11, 2014
Self-storage facilities	1
5.99% Mortgage Notes Due May 1, 2026 [Member]
Debt Instrument [Line Items]
Term note stated interest rate	5.99%
Mortgage note due date	May 01, 2026
Self-storage facilities	1
Aggregate net book value of property pledged for mortgage note	$ 4.4
Effective interest rate	6.18%

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Investment in Storage Facilities - Schedule of Fair Value of In-Place Customer Lease Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Real Estate [Abstract]
In-place customer leases	$ 14,643	$ 13,228
Accumulated amortization	(13,551)	(10,337)
Net carrying value at December 31,	$ 1,092	$ 2,891

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Shareholders' Equity - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012 Facility	Dec. 31, 2011	Feb. 27, 2013
Stockholders Equity [Line Items]
Common stock value authorized under equity offering program				$ 175,000,000
Common stock shares issued under equity offering program	1,667,819	1,391,425	1,166,875
Weighted average issue price of common stock	$ 65.66	$ 55.20	$ 40.59
Proceeds from issuance of common stock	107,800,000	75,300,000	46,400,000
Expenses related to equity program	200,000	58,000	400,000
Common stock, value reserved for future issuance	65,500,000
Acquired storage facilities	11	28
Shares issued under dividend reinvestment plan	68,957
Jefferies [Member]
Stockholders Equity [Line Items]
Offering related costs and commissions	500,000
SunTrust [Member]
Stockholders Equity [Line Items]
Offering related costs and commissions	500,000
Wells Fargo [Member]
Stockholders Equity [Line Items]
Offering related costs and commissions	$ 500,000	$ 1,500,000	$ 900,000

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Mortgages Payable and Debt Maturities - Summary of Debt Obligation and Interest Rate Derivatives (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Proforma Debt Instrument [Line Items]
Line of credit	$ 49,000	$ 105,000
Term notes	575,000	575,000
Mortgage note, total	2,254	4,251
Interest rate derivatives - asset	(794)
Interest rate derivatives - liability	7,523	15,707
Line of credit - variable rate LIBOR + 1.5% (1.67% at December 31, 2013) [Member]
Proforma Debt Instrument [Line Items]
Payable due 2018	49,000
Line of credit	49,000
Debt instrument, fair value	49,000
Term Note-Fixed Rate 6.38% [Member]
Proforma Debt Instrument [Line Items]
Payables due 2016	150,000
Term notes	150,000
Term note, fair value	168,565
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013) [Member]
Proforma Debt Instrument [Line Items]
Payables due Thereafter	225,000
Term notes	225,000
Term note, fair value	225,000
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013) [Member]
Proforma Debt Instrument [Line Items]
Payables due Thereafter	100,000
Term notes	100,000
Term note, fair value	100,000
Term Note-Fixed Rate 5.54% [Member]
Proforma Debt Instrument [Line Items]
Payables due Thereafter	100,000
Term notes	100,000
Term note, fair value	110,816
Mortgage Note-Fixed Rate 5.99% [Member]
Proforma Debt Instrument [Line Items]
Payable due 2014	126
Payable due 2015	134
Payables due 2016	142
Payables due 2017	151
Payable due 2018	160
Payables due Thereafter	1,541
Mortgage note, total	2,254
Debt instrument, fair value	$ 2,310

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Schedule III Combined Real Estate and Accumulated Depreciation - Cost and Accumulated Depreciation (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Real Estate And Accumulated Depreciation Disclosure [Abstract]
Balance at beginning of period	$ 1,742,354	$ 1,525,283	$ 1,349,927
Acquisitions through foreclosure
Other acquisitions	93,376	185,431	151,572
Improvements, etc.	33,811	36,238	27,344
Additions during period other acquisitions, improvements, total	127,187	221,669	178,916
Cost of assets disposed	(4,904)	(4,598)	(1,011)
Impairment write-down			(1,721)
Casualty loss			(828)
Deductions during period	(4,904)	(4,598)	(3,560)
Balance at close of period	1,864,637	1,742,354	1,525,283
Balance at beginning of period	324,963	289,082	257,026
Depreciation expense	41,929	37,226	33,266
Additions during period depreciation expense, total	41,929	37,226	33,266
Accumulated depreciation of assets disposed	(420)	(1,345)	(422)
Accumulated depreciation on impaired asset			(674)
Accumulated depreciation on casualty loss			(114)
Deductions during period	(420)	(1,345)	(1,210)
Balance at close of period	$ 366,472	$ 324,963	$ 289,082

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Investment in Storage Facilities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012 Facility	Dec. 31, 2011
Real Estate [Abstract]
Number of storage facilities acquired	11	28
Amortization period for in-place customer leases on a straight-line basis	12 months
Amortization expense related to in-place customer leases	$ 3.3	$ 3.3	$ 1.6
Amortization expense for the year	$ 1.1

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Agreements

The Company has interest rate swap agreements in effect at December 31, 2013 as detailed below to effectively convert a total of $325 million of variable-rate debt to fixed-rate debt.

Notional Amount	Effective Date		Expiration Date		Fixed Rate Paid			Floating Rate Received
$125 Million		9/1/2011		8/1/18		2.3700	%		1 month LIBOR
$100 Million		12/30/11		12/29/17		1.6125	%		1 month LIBOR
$100 Million		9/4/13		9/4/18		1.3710	%		1 month LIBOR
$100 Million		12/29/17		11/29/19		3.9680	%		1 month LIBOR
$125 Million		8/1/18		6/1/20		4.1930	%		1 month LIBOR

Summary of Changes in AOCL

The changes in AOCL for the years ended December 31, 2013, 2012 and 2011 are summarized as follows:

(dollars in thousands)	Jan. 1, 2013 to Dec. 31, 2013			Jan. 1, 2012 to Dec. 31, 2012			Jan. 1, 2011 to Dec. 31, 2011
Accumulated other comprehensive loss beginning of period	$	(15,242	)	$	(10,255	)	$	(10,254	)
Realized loss reclassified from accumulated other comprehensive loss to interest expense		5,299			4,889			10,516
Unrealized gain (loss) from changes in the fair value of the effective portion of the interest rate swaps		3,541			(9,876	)		(10,517	)
Gain (loss) included in other comprehensive loss		8,840			(4,987	)		(1	)
Accumulated other comprehensive loss end of period	$	(6,402	)	$	(15,242	)	$	(10,255	)

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Commitment and Contingencies - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended
	Nov. 30, 2013 Facility	Dec. 31, 2013 Facility
Commitment And Contingencies [Line Items]
Payment for self-storage facilities under contract		$ 92,800,000
Number of self-storage facilities under contract to be purchased		7
Line of credit balance outstanding after funding of six acquisitions		141,000,000
Number of self storage facilities acquired for the lease	4
Annual lease payments for storage facilities	6,000,000
Percentage of annual increase in rent	4.00%
Lease Agreement period		Nov. 01, 2013
Lease Agreement period		Dec. 31, 2028
Option to purchase the facilities in lease	120,000,000
Payments made for leases		1,000,000
Recorded straight-line operating lease expense		1,300,000
Expansion and enhancement contracts		14,600,000
Developing self storage facilities committed		2,500,000
Percentage of limited partnership interest related to developing self storage facilities committed		16.70%
Funded commitment
Acquisition 2014 [Member]
Commitment And Contingencies [Line Items]
Payment for self-storage facilities under contract		$ 86,650,000
Number of self-storage facilities under contract to be purchased		6
Minimum [Member]
Commitment And Contingencies [Line Items]
Option to purchase facilities in period		Feb. 02, 2015
Maximum [Member]
Commitment And Contingencies [Line Items]
Option to purchase facilities in period		Sep. 02, 2016

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Derivative Financial Instruments - Additional Information (Detail) (USD $)	0 Months Ended	12 Months Ended
	Aug. 31, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Interest Expense		$ 32,000,000	$ 33,166,000	$ 38,549,000
Estimated payments to be made under interest rate swaps		5,500,000
Estimated payments to be made under interest rate swaps, assets		794,000
Fair value of interest rate swap agreements		7,523,000	15,707,000
Net termination value		6,700,000
Variable rate term notes	150,000,000
Realized losses recognized in interest expense				5,500,000
Reclassification Out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Derivative [Line Items]
Interest Expense		5,300,000	4,900,000	10,500,000
Interest Rate Swap [Member]
Derivative [Line Items]
Notional amount		$ 325,000,000

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Subsequent Events - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended	1 Months Ended
	Dec. 31, 2013	Jan. 31, 2014 Subsequent Event [Member]	Jan. 06, 2014 Subsequent Event [Member]
Subsequent Event [Line Items]
Dividend declared, date	Jan. 06, 2014
Dividend per common share			$ 0.68
Dividend paid, date	Jan. 27, 2014
Dividend record, date	Jan. 16, 2014
Dividend paid		$ 22.1

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Schedule III Combined Real Estate and Accumulated Depreciation (Detail) (USD $) In Thousands, unless otherwise specified					12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2013 Construction in Progress [Member]	Dec. 31, 2013 Charleston [Member]	Dec. 31, 2013 Charleston [Member] Minimum [Member]	Dec. 31, 2013 Charleston [Member] Maximum [Member]	Dec. 31, 2013 Lakeland [Member]	Dec. 31, 2013 Lakeland [Member] Minimum [Member]	Dec. 31, 2013 Lakeland [Member] Maximum [Member]	Dec. 31, 2013 Charlotte [Member]	Dec. 31, 2013 Charlotte [Member] Minimum [Member]	Dec. 31, 2013 Charlotte [Member] Maximum [Member]	Dec. 31, 2013 Youngstown [Member]	Dec. 31, 2013 Youngstown [Member] Minimum [Member]	Dec. 31, 2013 Youngstown [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Pt. St. Lucie [Member]	Dec. 31, 2013 Pt. St. Lucie [Member] Minimum [Member]	Dec. 31, 2013 Pt. St. Lucie [Member] Maximum [Member]	Dec. 31, 2013 Orlando - Deltona [Member]	Dec. 31, 2013 Orlando - Deltona [Member] Minimum [Member]	Dec. 31, 2013 Orlando - Deltona [Member] Maximum [Member]	Dec. 31, 2013 Middletown [Member]	Dec. 31, 2013 Middletown [Member] Minimum [Member]	Dec. 31, 2013 Middletown [Member] Maximum [Member]	Dec. 31, 2013 Buffalo [Member]	Dec. 31, 2013 Buffalo [Member] Minimum [Member]	Dec. 31, 2013 Buffalo [Member] Maximum [Member]	Dec. 31, 2013 Rochester [Member]	Dec. 31, 2013 Rochester [Member] Minimum [Member]	Dec. 31, 2013 Rochester [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville [Member]	Dec. 31, 2013 Jacksonville [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville [Member] Maximum [Member]	Dec. 31, 2013 Columbia [Member]	Dec. 31, 2013 Columbia [Member] Minimum [Member]	Dec. 31, 2013 Columbia [Member] Maximum [Member]	Dec. 31, 2013 Boston [Member]	Dec. 31, 2013 Boston [Member] Minimum [Member]	Dec. 31, 2013 Boston [Member] Maximum [Member]	Dec. 31, 2013 Rochester [Member]	Dec. 31, 2013 Rochester [Member] Minimum [Member]	Dec. 31, 2013 Rochester [Member] Maximum [Member]	Dec. 31, 2013 Boston [Member]	Dec. 31, 2013 Boston [Member] Minimum [Member]	Dec. 31, 2013 Boston [Member] Maximum [Member]	Dec. 31, 2013 Savannah [Member]	Dec. 31, 2013 Savannah [Member] Minimum [Member]	Dec. 31, 2013 Savannah [Member] Maximum [Member]	Dec. 31, 2013 Greensboro [Member]	Dec. 31, 2013 Greensboro [Member] Minimum [Member]	Dec. 31, 2013 Greensboro [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Hartford-New Haven [Member]	Dec. 31, 2013 Hartford-New Haven [Member] Minimum [Member]	Dec. 31, 2013 Hartford-New Haven [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Buffalo [Member]	Dec. 31, 2013 Buffalo [Member] Minimum [Member]	Dec. 31, 2013 Buffalo [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Columbia [Member]	Dec. 31, 2013 Columbia [Member] Minimum [Member]	Dec. 31, 2013 Columbia [Member] Maximum [Member]	Dec. 31, 2013 Columbia [Member]	Dec. 31, 2013 Columbia [Member] Minimum [Member]	Dec. 31, 2013 Columbia [Member] Maximum [Member]	Dec. 31, 2013 Columbia [Member]	Dec. 31, 2013 Columbia [Member] Minimum [Member]	Dec. 31, 2013 Columbia [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Orlando [Member]	Dec. 31, 2013 Orlando [Member] Minimum [Member]	Dec. 31, 2013 Orlando [Member] Maximum [Member]	Dec. 31, 2013 Sharon [Member]	Dec. 31, 2013 Sharon [Member] Minimum [Member]	Dec. 31, 2013 Sharon [Member] Maximum [Member]	Dec. 31, 2013 Ft. Lauderdale [Member]	Dec. 31, 2013 Ft. Lauderdale [Member] Minimum [Member]	Dec. 31, 2013 Ft. Lauderdale [Member] Maximum [Member]	Dec. 31, 2013 West Palm [Member]	Dec. 31, 2013 West Palm [Member] Minimum [Member]	Dec. 31, 2013 West Palm [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Baltimore [Member]	Dec. 31, 2013 Baltimore [Member] Minimum [Member]	Dec. 31, 2013 Baltimore [Member] Maximum [Member]	Dec. 31, 2013 Baltimore [Member]	Dec. 31, 2013 Baltimore [Member] Minimum [Member]	Dec. 31, 2013 Baltimore [Member] Maximum [Member]	Dec. 31, 2013 Melbourne [Member]	Dec. 31, 2013 Melbourne [Member] Minimum [Member]	Dec. 31, 2013 Melbourne [Member] Maximum [Member]	Dec. 31, 2013 Newport News [Member]	Dec. 31, 2013 Newport News [Member] Minimum [Member]	Dec. 31, 2013 Newport News [Member] Maximum [Member]	Dec. 31, 2013 Pensacola [Member]	Dec. 31, 2013 Pensacola [Member] Minimum [Member]	Dec. 31, 2013 Pensacola [Member] Maximum [Member]	Dec. 31, 2013 Hartford [Member]	Dec. 31, 2013 Hartford [Member] Minimum [Member]	Dec. 31, 2013 Hartford [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Alexandria [Member]	Dec. 31, 2013 Alexandria [Member] Minimum [Member]	Dec. 31, 2013 Alexandria [Member] Maximum [Member]	Dec. 31, 2013 Pensacola [Member]	Dec. 31, 2013 Pensacola [Member] Minimum [Member]	Dec. 31, 2013 Pensacola [Member] Maximum [Member]	Dec. 31, 2013 Melbourne [Member]	Dec. 31, 2013 Melbourne [Member] Minimum [Member]	Dec. 31, 2013 Melbourne [Member] Maximum [Member]	Dec. 31, 2013 Hartford [Member]	Dec. 31, 2013 Hartford [Member] Minimum [Member]	Dec. 31, 2013 Hartford [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Norfolk [Member]	Dec. 31, 2013 Norfolk [Member] Minimum [Member]	Dec. 31, 2013 Norfolk [Member] Maximum [Member]	Dec. 31, 2013 Norfolk II [Member]	Dec. 31, 2013 Norfolk II [Member] Minimum [Member]	Dec. 31, 2013 Norfolk II [Member] Maximum [Member]	Dec. 31, 2013 Birmingham [Member]	Dec. 31, 2013 Birmingham [Member] Minimum [Member]	Dec. 31, 2013 Birmingham [Member] Maximum [Member]	Dec. 31, 2013 Birmingham [Member]	Dec. 31, 2013 Birmingham [Member] Minimum [Member]	Dec. 31, 2013 Birmingham [Member] Maximum [Member]	Dec. 31, 2013 Montgomery [Member]	Dec. 31, 2013 Montgomery [Member] Minimum [Member]	Dec. 31, 2013 Montgomery [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville [Member]	Dec. 31, 2013 Jacksonville [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville [Member] Maximum [Member]	Dec. 31, 2013 Pensacola [Member]	Dec. 31, 2013 Pensacola [Member] Minimum [Member]	Dec. 31, 2013 Pensacola [Member] Maximum [Member]	Dec. 31, 2013 Pensacola [Member]	Dec. 31, 2013 Pensacola [Member] Minimum [Member]	Dec. 31, 2013 Pensacola [Member] Maximum [Member]	Dec. 31, 2013 Pensacola [Member]	Dec. 31, 2013 Pensacola [Member] Minimum [Member]	Dec. 31, 2013 Pensacola [Member] Maximum [Member]	Dec. 31, 2013 Tampa [Member]	Dec. 31, 2013 Tampa [Member] Minimum [Member]	Dec. 31, 2013 Tampa [Member] Maximum [Member]	Dec. 31, 2013 Clearwater [Member]	Dec. 31, 2013 Clearwater [Member] Minimum [Member]	Dec. 31, 2013 Clearwater [Member] Maximum [Member]	Dec. 31, 2013 Clearwater-Largo [Member]	Dec. 31, 2013 Clearwater-Largo [Member] Minimum [Member]	Dec. 31, 2013 Clearwater-Largo [Member] Maximum [Member]	Dec. 31, 2013 Jackson [Member]	Dec. 31, 2013 Jackson [Member] Minimum [Member]	Dec. 31, 2013 Jackson [Member] Maximum [Member]	Dec. 31, 2013 Jackson [Member]	Dec. 31, 2013 Jackson [Member] Minimum [Member]	Dec. 31, 2013 Jackson [Member] Maximum [Member]	Dec. 31, 2013 Richmond [Member]	Dec. 31, 2013 Richmond [Member] Minimum [Member]	Dec. 31, 2013 Richmond [Member] Maximum [Member]	Dec. 31, 2013 Orlando [Member]	Dec. 31, 2013 Orlando [Member] Minimum [Member]	Dec. 31, 2013 Orlando [Member] Maximum [Member]	Dec. 31, 2013 Birmingham [Member]	Dec. 31, 2013 Birmingham [Member] Minimum [Member]	Dec. 31, 2013 Birmingham [Member] Maximum [Member]	Dec. 31, 2013 Harrisburg [Member]	Dec. 31, 2013 Harrisburg [Member] Minimum [Member]	Dec. 31, 2013 Harrisburg [Member] Maximum [Member]	Dec. 31, 2013 Harrisburg [Member]	Dec. 31, 2013 Harrisburg [Member] Minimum [Member]	Dec. 31, 2013 Harrisburg [Member] Maximum [Member]	Dec. 31, 2013 Syracuse [Member]	Dec. 31, 2013 Syracuse [Member] Minimum [Member]	Dec. 31, 2013 Syracuse [Member] Maximum [Member]	Dec. 31, 2013 Ft. Myers [Member]	Dec. 31, 2013 Ft. Myers [Member] Minimum [Member]	Dec. 31, 2013 Ft. Myers [Member] Maximum [Member]	Dec. 31, 2013 Ft Myers One [Member]	Dec. 31, 2013 Ft Myers One [Member] Minimum [Member]	Dec. 31, 2013 Ft Myers One [Member] Maximum [Member]	Dec. 31, 2013 Newport News [Member]	Dec. 31, 2013 Newport News [Member] Minimum [Member]	Dec. 31, 2013 Newport News [Member] Maximum [Member]	Dec. 31, 2013 Montgomery [Member]	Dec. 31, 2013 Montgomery [Member] Minimum [Member]	Dec. 31, 2013 Montgomery [Member] Maximum [Member]	Dec. 31, 2013 Charleston [Member]	Dec. 31, 2013 Charleston [Member] Minimum [Member]	Dec. 31, 2013 Charleston [Member] Maximum [Member]	Dec. 31, 2013 Tampa [Member]	Dec. 31, 2013 Tampa [Member] Minimum [Member]	Dec. 31, 2013 Tampa [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Ft.Worth [Member] Maximum [Member]	Dec. 31, 2013 San Antonio [Member]	Dec. 31, 2013 San Antonio [Member] Minimum [Member]	Dec. 31, 2013 San Antonio [Member] Maximum [Member]	Dec. 31, 2013 San Antonio [Member]	Dec. 31, 2013 San Antonio [Member] Minimum [Member]	Dec. 31, 2013 San Antonio [Member] Maximum [Member]	Dec. 31, 2013 Syracuse [Member]	Dec. 31, 2013 Syracuse [Member] Minimum [Member]	Dec. 31, 2013 Syracuse [Member] Maximum [Member]	Dec. 31, 2013 Montgomery [Member]	Dec. 31, 2013 Montgomery [Member] Minimum [Member]	Dec. 31, 2013 Montgomery [Member] Maximum [Member]	Dec. 31, 2013 West Palm [Member]	Dec. 31, 2013 West Palm [Member] Minimum [Member]	Dec. 31, 2013 West Palm [Member] Maximum [Member]	Dec. 31, 2013 Ft. Myers [Member]	Dec. 31, 2013 Ft. Myers [Member] Minimum [Member]	Dec. 31, 2013 Ft. Myers [Member] Maximum [Member]	Dec. 31, 2013 Lakeland [Member]	Dec. 31, 2013 Lakeland [Member] Minimum [Member]	Dec. 31, 2013 Lakeland [Member] Maximum [Member]	Dec. 31, 2013 Boston - Springfield [Member]	Dec. 31, 2013 Boston - Springfield [Member] Minimum [Member]	Dec. 31, 2013 Boston - Springfield [Member] Maximum [Member]	Dec. 31, 2013 Ft. Myers [Member]	Dec. 31, 2013 Ft. Myers [Member] Minimum [Member]	Dec. 31, 2013 Ft. Myers [Member] Maximum [Member]	Dec. 31, 2013 Cincinnati [Member]	Dec. 31, 2013 Cincinnati [Member] Minimum [Member]	Dec. 31, 2013 Cincinnati [Member] Maximum [Member]	Dec. 31, 2013 Baltimore [Member]	Dec. 31, 2013 Baltimore [Member] Minimum [Member]	Dec. 31, 2013 Baltimore [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville [Member]	Dec. 31, 2013 Jacksonville [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville [Member]	Dec. 31, 2013 Jacksonville [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville [Member]	Dec. 31, 2013 Jacksonville [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville [Member] Maximum [Member]	Dec. 31, 2013 Charlotte [Member]	Dec. 31, 2013 Charlotte [Member] Minimum [Member]	Dec. 31, 2013 Charlotte [Member] Maximum [Member]	Dec. 31, 2013 Charlotte [Member]	Dec. 31, 2013 Charlotte [Member] Minimum [Member]	Dec. 31, 2013 Charlotte [Member] Maximum [Member]	Dec. 31, 2013 Orlando [Member]	Dec. 31, 2013 Orlando [Member] Minimum [Member]	Dec. 31, 2013 Orlando [Member] Maximum [Member]	Dec. 31, 2013 Rochester [Member]	Dec. 31, 2013 Rochester [Member] Minimum [Member]	Dec. 31, 2013 Rochester [Member] Maximum [Member]	Dec. 31, 2013 Youngstown [Member]	Dec. 31, 2013 Youngstown [Member] Minimum [Member]	Dec. 31, 2013 Youngstown [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Cleveland [Member]	Dec. 31, 2013 Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Cleveland [Member] Maximum [Member]	Dec. 31, 2013 San Antonio [Member]	Dec. 31, 2013 San Antonio [Member] Minimum [Member]	Dec. 31, 2013 San Antonio [Member] Maximum [Member]	Dec. 31, 2013 San Antonio [Member]	Dec. 31, 2013 San Antonio [Member] Minimum [Member]	Dec. 31, 2013 San Antonio [Member] Maximum [Member]	Dec. 31, 2013 San Antonio [Member]	Dec. 31, 2013 San Antonio [Member] Minimum [Member]	Dec. 31, 2013 San Antonio [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 Lynchburg-Lakeside [Member]	Dec. 31, 2013 Lynchburg-Lakeside [Member] Minimum [Member]	Dec. 31, 2013 Lynchburg-Lakeside [Member] Maximum [Member]	Dec. 31, 2013 Lynchburg-Timberlake [Member]	Dec. 31, 2013 Lynchburg-Timberlake [Member] Minimum [Member]	Dec. 31, 2013 Lynchburg-Timberlake [Member] Maximum [Member]	Dec. 31, 2013 Lynchburg-Amherst [Member]	Dec. 31, 2013 Lynchburg-Amherst [Member] Minimum [Member]	Dec. 31, 2013 Lynchburg-Amherst [Member] Maximum [Member]	Dec. 31, 2013 Chesapeake [Member]	Dec. 31, 2013 Chesapeake [Member] Minimum [Member]	Dec. 31, 2013 Chesapeake [Member] Maximum [Member]	Dec. 31, 2013 Orlando-W 25th St [Member]	Dec. 31, 2013 Orlando-W 25th St [Member] Minimum [Member]	Dec. 31, 2013 Orlando-W 25th St [Member] Maximum [Member]	Dec. 31, 2013 Delray [Member]	Dec. 31, 2013 Delray [Member] Minimum [Member]	Dec. 31, 2013 Delray [Member] Maximum [Member]	Dec. 31, 2013 Savannah [Member]	Dec. 31, 2013 Savannah [Member] Minimum [Member]	Dec. 31, 2013 Savannah [Member] Maximum [Member]	Dec. 31, 2013 Delray One [Member]	Dec. 31, 2013 Delray One [Member] Minimum [Member]	Dec. 31, 2013 Delray One [Member] Maximum [Member]	Dec. 31, 2013 Cleveland-Avon [Member]	Dec. 31, 2013 Cleveland-Avon [Member] Minimum [Member]	Dec. 31, 2013 Cleveland-Avon [Member] Maximum [Member]	Dec. 31, 2013 Dallas Fort Worth [Member]	Dec. 31, 2013 Dallas Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas Fort Worth One [Member]	Dec. 31, 2013 Dallas Fort Worth One [Member] Minimum [Member]	Dec. 31, 2013 Dallas Fort Worth One [Member] Maximum [Member]	Dec. 31, 2013 Atlanta-Alpharetta [Member]	Dec. 31, 2013 Atlanta-Alpharetta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta-Alpharetta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta-Marietta [Member]	Dec. 31, 2013 Atlanta-Marietta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta-Marietta [Member] Maximum [Member]	Dec. 31, 2013 Atlanta-Doraville [Member]	Dec. 31, 2013 Atlanta-Doraville [Member] Minimum [Member]	Dec. 31, 2013 Atlanta-Doraville [Member] Maximum [Member]	Dec. 31, 2013 Greensboro-Hilltop [Member]	Dec. 31, 2013 Greensboro-Hilltop [Member] Minimum [Member]	Dec. 31, 2013 Greensboro-Hilltop [Member] Maximum [Member]	Dec. 31, 2013 Greensboro-StgCch [Member]	Dec. 31, 2013 Greensboro-StgCch [Member] Minimum [Member]	Dec. 31, 2013 Greensboro-StgCch [Member] Maximum [Member]	Dec. 31, 2013 Baton Rouge-Airline [Member]	Dec. 31, 2013 Baton Rouge-Airline [Member] Minimum [Member]	Dec. 31, 2013 Baton Rouge-Airline [Member] Maximum [Member]	Dec. 31, 2013 Baton Rouge-Airline2 [Member]	Dec. 31, 2013 Baton Rouge-Airline2 [Member] Minimum [Member]	Dec. 31, 2013 Baton Rouge-Airline2 [Member] Maximum [Member]	Dec. 31, 2013 Harrisburg-Peiffers [Member]	Dec. 31, 2013 Harrisburg-Peiffers [Member] Minimum [Member]	Dec. 31, 2013 Harrisburg-Peiffers [Member] Maximum [Member]	Dec. 31, 2013 Chesapeake-Military [Member]	Dec. 31, 2013 Chesapeake-Military [Member] Minimum [Member]	Dec. 31, 2013 Chesapeake-Military [Member] Maximum [Member]	Dec. 31, 2013 Chesapeake-Volvo [Member]	Dec. 31, 2013 Chesapeake-Volvo [Member] Minimum [Member]	Dec. 31, 2013 Chesapeake-Volvo [Member] Maximum [Member]	Dec. 31, 2013 Virginia Beach-Shell [Member]	Dec. 31, 2013 Virginia Beach-Shell [Member] Minimum [Member]	Dec. 31, 2013 Virginia Beach-Shell [Member] Maximum [Member]	Dec. 31, 2013 Virginia Beach-Central [Member]	Dec. 31, 2013 Virginia Beach-Central [Member] Minimum [Member]	Dec. 31, 2013 Virginia Beach-Central [Member] Maximum [Member]	Dec. 31, 2013 Norfolk-Naval Base [Member]	Dec. 31, 2013 Norfolk-Naval Base [Member] Minimum [Member]	Dec. 31, 2013 Norfolk-Naval Base [Member] Maximum [Member]	Dec. 31, 2013 Tampa-E.Hillsborough [Member]	Dec. 31, 2013 Tampa-E.Hillsborough [Member] Minimum [Member]	Dec. 31, 2013 Tampa-E.Hillsborough [Member] Maximum [Member]	Dec. 31, 2013 Boston North Bridge [Member]	Dec. 31, 2013 Boston North Bridge [Member] Minimum [Member]	Dec. 31, 2013 Boston North Bridge [Member] Maximum [Member]	Dec. 31, 2013 Middle Town Harriman [Member]	Dec. 31, 2013 Middle Town Harriman [Member] Minimum [Member]	Dec. 31, 2013 Middle Town Harriman [Member] Maximum [Member]	Dec. 31, 2013 Greensboro-High Point [Member]	Dec. 31, 2013 Greensboro-High Point [Member] Minimum [Member]	Dec. 31, 2013 Greensboro-High Point [Member] Maximum [Member]	Dec. 31, 2013 Lynchburg-Timberlake [Member]	Dec. 31, 2013 Lynchburg-Timberlake [Member] Minimum [Member]	Dec. 31, 2013 Lynchburg-Timberlake [Member] Maximum [Member]	Dec. 31, 2013 Titusville [Member]	Dec. 31, 2013 Titusville [Member] Minimum [Member]	Dec. 31, 2013 Titusville [Member] Maximum [Member]	Dec. 31, 2013 Boston Salem [Member]	Dec. 31, 2013 Boston Salem [Member] Minimum [Member]	Dec. 31, 2013 Boston Salem [Member] Maximum [Member]	Dec. 31, 2013 Providence [Member]	Dec. 31, 2013 Providence [Member] Minimum [Member]	Dec. 31, 2013 Providence [Member] Maximum [Member]	Dec. 31, 2013 Chattanooga-Lee Hwy [Member]	Dec. 31, 2013 Chattanooga-Lee Hwy [Member] Minimum [Member]	Dec. 31, 2013 Chattanooga-Lee Hwy [Member] Maximum [Member]	Dec. 31, 2013 Chattanooga-Hwy 58 [Member]	Dec. 31, 2013 Chattanooga-Hwy 58 [Member] Minimum [Member]	Dec. 31, 2013 Chattanooga-Hwy 58 [Member] Maximum [Member]	Dec. 31, 2013 Ft. Oglethorpe [Member]	Dec. 31, 2013 Ft. Oglethorpe [Member] Minimum [Member]	Dec. 31, 2013 Ft. Oglethorpe [Member] Maximum [Member]	Dec. 31, 2013 Birmingham-Walt [Member]	Dec. 31, 2013 Birmingham-Walt [Member] Minimum [Member]	Dec. 31, 2013 Birmingham-Walt [Member] Maximum [Member]	Dec. 31, 2013 Providence One [Member]	Dec. 31, 2013 Providence One [Member] Minimum [Member]	Dec. 31, 2013 Providence One [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Salem-Policy [Member]	Dec. 31, 2013 Salem-Policy [Member] Minimum [Member]	Dec. 31, 2013 Salem-Policy [Member] Maximum [Member]	Dec. 31, 2013 Youngstown Warren [Member]	Dec. 31, 2013 Youngstown Warren [Member] Minimum [Member]	Dec. 31, 2013 Youngstown Warren [Member] Maximum [Member]	Dec. 31, 2013 Youngstown Warren One [Member]	Dec. 31, 2013 Youngstown Warren One [Member] Minimum [Member]	Dec. 31, 2013 Youngstown Warren One [Member] Maximum [Member]	Dec. 31, 2013 Melbourne [Member]	Dec. 31, 2013 Melbourne [Member] Minimum [Member]	Dec. 31, 2013 Melbourne [Member] Maximum [Member]	Dec. 31, 2013 Jackson [Member]	Dec. 31, 2013 Jackson [Member] Minimum [Member]	Dec. 31, 2013 Jackson [Member] Maximum [Member]	Dec. 31, 2013 Houston Katy [Member]	Dec. 31, 2013 Houston Katy [Member] Minimum [Member]	Dec. 31, 2013 Houston Katy [Member] Maximum [Member]	Dec. 31, 2013 Hollywood-Sheridan [Member]	Dec. 31, 2013 Hollywood-Sheridan [Member] Minimum [Member]	Dec. 31, 2013 Hollywood-Sheridan [Member] Maximum [Member]	Dec. 31, 2013 Pompano Beach-Atlantic [Member]	Dec. 31, 2013 Pompano Beach-Atlantic [Member] Minimum [Member]	Dec. 31, 2013 Pompano Beach-Atlantic [Member] Maximum [Member]	Dec. 31, 2013 Pompano Beach-Sample [Member]	Dec. 31, 2013 Pompano Beach-Sample [Member] Minimum [Member]	Dec. 31, 2013 Pompano Beach-Sample [Member] Maximum [Member]	Dec. 31, 2013 Boca Raton-18th St [Member]	Dec. 31, 2013 Boca Raton-18th St [Member] Minimum [Member]	Dec. 31, 2013 Boca Raton-18th St [Member] Maximum [Member]	Dec. 31, 2013 Vero Beach [Member]	Dec. 31, 2013 Vero Beach [Member] Minimum [Member]	Dec. 31, 2013 Vero Beach [Member] Maximum [Member]	Dec. 31, 2013 Houston Humble [Member]	Dec. 31, 2013 Houston Humble [Member] Minimum [Member]	Dec. 31, 2013 Houston Humble [Member] Maximum [Member]	Dec. 31, 2013 Houston-Old Katy [Member]	Dec. 31, 2013 Houston-Old Katy [Member] Minimum [Member]	Dec. 31, 2013 Houston-Old Katy [Member] Maximum [Member]	Dec. 31, 2013 Houston Webster [Member]	Dec. 31, 2013 Houston Webster [Member] Minimum [Member]	Dec. 31, 2013 Houston Webster [Member] Maximum [Member]	Dec. 31, 2013 Dallas Fort Worth Two [Member]	Dec. 31, 2013 Dallas Fort Worth Two [Member] Minimum [Member]	Dec. 31, 2013 Dallas Fort Worth Two [Member] Maximum [Member]	Dec. 31, 2013 Hollywood-N.21st [Member]	Dec. 31, 2013 Hollywood-N.21st [Member] Minimum [Member]	Dec. 31, 2013 Hollywood-N.21st [Member] Maximum [Member]	Dec. 31, 2013 San Marcos [Member]	Dec. 31, 2013 San Marcos [Member] Minimum [Member]	Dec. 31, 2013 San Marcos [Member] Maximum [Member]	Dec. 31, 2013 Austin-McNeil [Member]	Dec. 31, 2013 Austin-McNeil [Member] Minimum [Member]	Dec. 31, 2013 Austin-McNeil [Member] Maximum [Member]	Dec. 31, 2013 Austin-FM [Member]	Dec. 31, 2013 Austin-FM [Member] Minimum [Member]	Dec. 31, 2013 Austin-FM [Member] Maximum [Member]	Dec. 31, 2013 Dallas Fort Worth Three [Member]	Dec. 31, 2013 Dallas Fort Worth Three [Member] Minimum [Member]	Dec. 31, 2013 Dallas Fort Worth Three [Member] Maximum [Member]	Dec. 31, 2013 Dallas Fort Worth Four [Member]	Dec. 31, 2013 Dallas Fort Worth Four [Member] Minimum [Member]	Dec. 31, 2013 Dallas Fort Worth Four [Member] Maximum [Member]	Dec. 31, 2013 Cincinnati Batavia [Member]	Dec. 31, 2013 Cincinnati Batavia [Member] Minimum [Member]	Dec. 31, 2013 Cincinnati Batavia [Member] Maximum [Member]	Dec. 31, 2013 Jackson-N.West [Member]	Dec. 31, 2013 Jackson-N.West [Member] Minimum [Member]	Dec. 31, 2013 Jackson-N.West [Member] Maximum [Member]	Dec. 31, 2013 Houston Katy One [Member]	Dec. 31, 2013 Houston Katy One [Member] Minimum [Member]	Dec. 31, 2013 Houston Katy One [Member] Maximum [Member]	Dec. 31, 2013 Providence Two [Member]	Dec. 31, 2013 Providence Two [Member] Minimum [Member]	Dec. 31, 2013 Providence Two [Member] Maximum [Member]	Dec. 31, 2013 Lafayette-Pinhook 1 [Member]	Dec. 31, 2013 Lafayette-Pinhook 1 [Member] Minimum [Member]	Dec. 31, 2013 Lafayette-Pinhook 1 [Member] Maximum [Member]	Dec. 31, 2013 Lafayette-Pinhook2 [Member]	Dec. 31, 2013 Lafayette-Pinhook2 [Member] Minimum [Member]	Dec. 31, 2013 Lafayette-Pinhook2 [Member] Maximum [Member]	Dec. 31, 2013 Lafayette-Ambassador [Member]	Dec. 31, 2013 Lafayette-Ambassador [Member] Minimum [Member]	Dec. 31, 2013 Lafayette-Ambassador [Member] Maximum [Member]	Dec. 31, 2013 Lafayette-Evangeline [Member]	Dec. 31, 2013 Lafayette-Evangeline [Member] Minimum [Member]	Dec. 31, 2013 Lafayette-Evangeline [Member] Maximum [Member]	Dec. 31, 2013 Lafayette-Guilbeau [Member]	Dec. 31, 2013 Lafayette-Guilbeau [Member] Minimum [Member]	Dec. 31, 2013 Lafayette-Guilbeau [Member] Maximum [Member]	Dec. 31, 2013 Phoenix Gilbert [Member]	Dec. 31, 2013 Phoenix Gilbert [Member] Minimum [Member]	Dec. 31, 2013 Phoenix Gilbert [Member] Maximum [Member]	Dec. 31, 2013 Phoenix Glendale [Member]	Dec. 31, 2013 Phoenix Glendale [Member] Minimum [Member]	Dec. 31, 2013 Phoenix Glendale [Member] Maximum [Member]	Dec. 31, 2013 Phoenix Mesa [Member]	Dec. 31, 2013 Phoenix Mesa [Member] Minimum [Member]	Dec. 31, 2013 Phoenix Mesa [Member] Maximum [Member]	Dec. 31, 2013 Phoenix Mesa One [Member]	Dec. 31, 2013 Phoenix Mesa One [Member] Minimum [Member]	Dec. 31, 2013 Phoenix Mesa One [Member] Maximum [Member]	Dec. 31, 2013 Phoenix Mesa Two [Member]	Dec. 31, 2013 Phoenix Mesa Two [Member] Minimum [Member]	Dec. 31, 2013 Phoenix Mesa Two [Member] Maximum [Member]	Dec. 31, 2013 Phoenix Mesa Three [Member]	Dec. 31, 2013 Phoenix Mesa Three [Member] Minimum [Member]	Dec. 31, 2013 Phoenix Mesa Three [Member] Maximum [Member]	Dec. 31, 2013 Phoenix-Camelback [Member]	Dec. 31, 2013 Phoenix-Camelback [Member] Minimum [Member]	Dec. 31, 2013 Phoenix-Camelback [Member] Maximum [Member]	Dec. 31, 2013 Phoenix-Bell [Member]	Dec. 31, 2013 Phoenix-Bell [Member] Minimum [Member]	Dec. 31, 2013 Phoenix-Bell [Member] Maximum [Member]	Dec. 31, 2013 Phoenix-35th Ave [Member]	Dec. 31, 2013 Phoenix-35th Ave [Member] Minimum [Member]	Dec. 31, 2013 Phoenix-35th Ave [Member] Maximum [Member]	Dec. 31, 2013 Portland [Member]	Dec. 31, 2013 Portland [Member] Minimum [Member]	Dec. 31, 2013 Portland [Member] Maximum [Member]	Dec. 31, 2013 Cocoa [Member]	Dec. 31, 2013 Cocoa [Member] Minimum [Member]	Dec. 31, 2013 Cocoa [Member] Maximum [Member]	Dec. 31, 2013 Dallas Fort Worth Five [Member]	Dec. 31, 2013 Dallas Fort Worth Five [Member] Minimum [Member]	Dec. 31, 2013 Dallas Fort Worth Five [Member] Maximum [Member]	Dec. 31, 2013 Middletown Monroe [Member]	Dec. 31, 2013 Middletown Monroe [Member] Minimum [Member]	Dec. 31, 2013 Middletown Monroe [Member] Maximum [Member]	Dec. 31, 2013 Bostonn Andover [Member]	Dec. 31, 2013 Bostonn Andover [Member] Minimum [Member]	Dec. 31, 2013 Bostonn Andover [Member] Maximum [Member]	Dec. 31, 2013 Houston Seabrook [Member]	Dec. 31, 2013 Houston Seabrook [Member] Minimum [Member]	Dec. 31, 2013 Houston Seabrook [Member] Maximum [Member]	Dec. 31, 2013 Ft. Lauderdale [Member]	Dec. 31, 2013 Ft. Lauderdale [Member] Minimum [Member]	Dec. 31, 2013 Ft. Lauderdale [Member] Maximum [Member]	Dec. 31, 2013 Birmingham-Bessemer [Member]	Dec. 31, 2013 Birmingham-Bessemer [Member] Minimum [Member]	Dec. 31, 2013 Birmingham-Bessemer [Member] Maximum [Member]	Dec. 31, 2013 Brewster [Member]	Dec. 31, 2013 Brewster [Member] Minimum [Member]	Dec. 31, 2013 Brewster [Member] Maximum [Member]	Dec. 31, 2013 Austin-Lamar [Member]	Dec. 31, 2013 Austin-Lamar [Member] Minimum [Member]	Dec. 31, 2013 Austin-Lamar [Member] Maximum [Member]	Dec. 31, 2013 Houston [Member]	Dec. 31, 2013 Houston [Member] Minimum [Member]	Dec. 31, 2013 Houston [Member] Maximum [Member]	Dec. 31, 2013 Ft. Myers [Member]	Dec. 31, 2013 Ft. Myers [Member] Minimum [Member]	Dec. 31, 2013 Ft. Myers [Member] Maximum [Member]	Dec. 31, 2013 Boston Dracut [Member]	Dec. 31, 2013 Boston Dracut [Member] Minimum [Member]	Dec. 31, 2013 Boston Dracut [Member] Maximum [Member]	Dec. 31, 2013 Boston-Methuen [Member]	Dec. 31, 2013 Boston-Methuen [Member] Minimum [Member]	Dec. 31, 2013 Boston-Methuen [Member] Maximum [Member]	Dec. 31, 2013 Columbia [Member]	Dec. 31, 2013 Columbia [Member] Minimum [Member]	Dec. 31, 2013 Columbia [Member] Maximum [Member]	Dec. 31, 2013 Myrtle Beach [Member]	Dec. 31, 2013 Myrtle Beach [Member] Minimum [Member]	Dec. 31, 2013 Myrtle Beach [Member] Maximum [Member]	Dec. 31, 2013 Kingsland [Member]	Dec. 31, 2013 Kingsland [Member] Minimum [Member]	Dec. 31, 2013 Kingsland [Member] Maximum [Member]	Dec. 31, 2013 Saco [Member]	Dec. 31, 2013 Saco [Member] Minimum [Member]	Dec. 31, 2013 Saco [Member] Maximum [Member]	Dec. 31, 2013 Boston-Plymouth [Member]	Dec. 31, 2013 Boston-Plymouth [Member] Minimum [Member]	Dec. 31, 2013 Boston-Plymouth [Member] Maximum [Member]	Dec. 31, 2013 Boston-Sandwich [Member]	Dec. 31, 2013 Boston-Sandwich [Member] Minimum [Member]	Dec. 31, 2013 Boston-Sandwich [Member] Maximum [Member]	Dec. 31, 2013 Syracuse [Member]	Dec. 31, 2013 Syracuse [Member] Minimum [Member]	Dec. 31, 2013 Syracuse [Member] Maximum [Member]	Dec. 31, 2013 Houston [Member]	Dec. 31, 2013 Houston [Member] Minimum [Member]	Dec. 31, 2013 Houston [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 San Antonio-Hunt [Member]	Dec. 31, 2013 San Antonio-Hunt [Member] Minimum [Member]	Dec. 31, 2013 San Antonio-Hunt [Member] Maximum [Member]	Dec. 31, 2013 Houston-Humble [Member]	Dec. 31, 2013 Houston-Humble [Member] Minimum [Member]	Dec. 31, 2013 Houston-Humble [Member] Maximum [Member]	Dec. 31, 2013 Houston-Pasadena [Member]	Dec. 31, 2013 Houston-Pasadena [Member] Minimum [Member]	Dec. 31, 2013 Houston-Pasadena [Member] Maximum [Member]	Dec. 31, 2013 Houston-League City [Member]	Dec. 31, 2013 Houston-League City [Member] Minimum [Member]	Dec. 31, 2013 Houston-League City [Member] Maximum [Member]	Dec. 31, 2013 Houston-Montgomery [Member]	Dec. 31, 2013 Houston-Montgomery [Member] Minimum [Member]	Dec. 31, 2013 Houston-Montgomery [Member] Maximum [Member]	Dec. 31, 2013 Houston [Member]	Dec. 31, 2013 Houston [Member] Minimum [Member]	Dec. 31, 2013 Houston [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 The Hamptons [Member]	Dec. 31, 2013 The Hamptons [Member] Minimum [Member]	Dec. 31, 2013 The Hamptons [Member] Maximum [Member]	Dec. 31, 2013 The Hamptons [Member]	Dec. 31, 2013 The Hamptons [Member] Minimum [Member]	Dec. 31, 2013 The Hamptons [Member] Maximum [Member]	Dec. 31, 2013 The Hamptons [Member]	Dec. 31, 2013 The Hamptons [Member] Minimum [Member]	Dec. 31, 2013 The Hamptons [Member] Maximum [Member]	Dec. 31, 2013 The Hamptons [Member]	Dec. 31, 2013 The Hamptons [Member] Minimum [Member]	Dec. 31, 2013 The Hamptons [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Stamford [Member]	Dec. 31, 2013 Stamford [Member] Minimum [Member]	Dec. 31, 2013 Stamford [Member] Maximum [Member]	Dec. 31, 2013 Houston-Tomball [Member]	Dec. 31, 2013 Houston-Tomball [Member] Minimum [Member]	Dec. 31, 2013 Houston-Tomball [Member] Maximum [Member]	Dec. 31, 2013 Houston-Conroe [Member]	Dec. 31, 2013 Houston-Conroe [Member] Minimum [Member]	Dec. 31, 2013 Houston-Conroe [Member] Maximum [Member]	Dec. 31, 2013 Houston-Spring [Member]	Dec. 31, 2013 Houston-Spring [Member] Minimum [Member]	Dec. 31, 2013 Houston-Spring [Member] Maximum [Member]	Dec. 31, 2013 Houston-Bissonnet [Member]	Dec. 31, 2013 Houston-Bissonnet [Member] Minimum [Member]	Dec. 31, 2013 Houston-Bissonnet [Member] Maximum [Member]	Dec. 31, 2013 Houston-Alvin [Member]	Dec. 31, 2013 Houston-Alvin [Member] Minimum [Member]	Dec. 31, 2013 Houston-Alvin [Member] Maximum [Member]	Dec. 31, 2013 Clearwater [Member]	Dec. 31, 2013 Clearwater [Member] Minimum [Member]	Dec. 31, 2013 Clearwater [Member] Maximum [Member]	Dec. 31, 2013 Houston-Missouri City [Member]	Dec. 31, 2013 Houston-Missouri City [Member] Minimum [Member]	Dec. 31, 2013 Houston-Missouri City [Member] Maximum [Member]	Dec. 31, 2013 Chattanooga-Hixson [Member]	Dec. 31, 2013 Chattanooga-Hixson [Member] Minimum [Member]	Dec. 31, 2013 Chattanooga-Hixson [Member] Maximum [Member]	Dec. 31, 2013 Austin-Round Rock [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Minimum [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Maximum [Member]	Dec. 31, 2013 Syracuse - Cicero [Member]	Dec. 31, 2013 Syracuse - Cicero [Member] Minimum [Member]	Dec. 31, 2013 Syracuse - Cicero [Member] Maximum [Member]	Dec. 31, 2013 Long Island-Bayshore [Member]	Dec. 31, 2013 Long Island-Bayshore [Member] Minimum [Member]	Dec. 31, 2013 Long Island-Bayshore [Member] Maximum [Member]	Dec. 31, 2013 Boston Springfield One [Member]	Dec. 31, 2013 Boston Springfield One [Member] Minimum [Member]	Dec. 31, 2013 Boston Springfield One [Member] Maximum [Member]	Dec. 31, 2013 Stamford [Member]	Dec. 31, 2013 Stamford [Member] Minimum [Member]	Dec. 31, 2013 Stamford [Member] Maximum [Member]	Dec. 31, 2013 Houston-Jones [Member]	Dec. 31, 2013 Houston-Jones [Member] Minimum [Member]	Dec. 31, 2013 Houston-Jones [Member] Maximum [Member]	Dec. 31, 2013 Montgomery-Richard [Member]	Dec. 31, 2013 Montgomery-Richard [Member] Minimum [Member]	Dec. 31, 2013 Montgomery-Richard [Member] Maximum [Member]	Dec. 31, 2013 Boston-Oxford [Member]	Dec. 31, 2013 Boston-Oxford [Member] Minimum [Member]	Dec. 31, 2013 Boston-Oxford [Member] Maximum [Member]	Dec. 31, 2013 Austin-290E [Member]	Dec. 31, 2013 Austin-290E [Member] Minimum [Member]	Dec. 31, 2013 Austin-290E [Member] Maximum [Member]	Dec. 31, 2013 SanAntonio-Marbach [Member]	Dec. 31, 2013 SanAntonio-Marbach [Member] Minimum [Member]	Dec. 31, 2013 SanAntonio-Marbach [Member] Maximum [Member]	Dec. 31, 2013 Austin-South 1st [Member]	Dec. 31, 2013 Austin-South 1st [Member] Minimum [Member]	Dec. 31, 2013 Austin-South 1st [Member] Maximum [Member]	Dec. 31, 2013 Houston-Pinehurst [Member]	Dec. 31, 2013 Houston-Pinehurst [Member] Minimum [Member]	Dec. 31, 2013 Houston-Pinehurst [Member] Maximum [Member]	Dec. 31, 2013 Atlanta-Marietta [Member]	Dec. 31, 2013 Atlanta-Marietta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta-Marietta [Member] Maximum [Member]	Dec. 31, 2013 Baton Rouge [Member]	Dec. 31, 2013 Baton Rouge [Member] Minimum [Member]	Dec. 31, 2013 Baton Rouge [Member] Maximum [Member]	Dec. 31, 2013 Houston-Cypress [Member]	Dec. 31, 2013 Houston-Cypress [Member] Minimum [Member]	Dec. 31, 2013 Houston-Cypress [Member] Maximum [Member]	Dec. 31, 2013 San Marcos-Hwy 35S [Member]	Dec. 31, 2013 San Marcos-Hwy 35S [Member] Minimum [Member]	Dec. 31, 2013 San Marcos-Hwy 35S [Member] Maximum [Member]	Dec. 31, 2013 Houston-Baytown [Member]	Dec. 31, 2013 Houston-Baytown [Member] Minimum [Member]	Dec. 31, 2013 Houston-Baytown [Member] Maximum [Member]	Dec. 31, 2013 Rochester [Member]	Dec. 31, 2013 Rochester [Member] Minimum [Member]	Dec. 31, 2013 Rochester [Member] Maximum [Member]	Dec. 31, 2013 Houston-Jones Rd 2 [Member]	Dec. 31, 2013 Houston-Jones Rd 2 [Member] Minimum [Member]	Dec. 31, 2013 Houston-Jones Rd 2 [Member] Maximum [Member]	Dec. 31, 2013 Lafayette [Member]	Dec. 31, 2013 Lafayette [Member] Minimum [Member]	Dec. 31, 2013 Lafayette [Member] Maximum [Member]	Dec. 31, 2013 Lafayette [Member]	Dec. 31, 2013 Lafayette [Member] Minimum [Member]	Dec. 31, 2013 Lafayette [Member] Maximum [Member]	Dec. 31, 2013 Lafayette [Member]	Dec. 31, 2013 Lafayette [Member] Minimum [Member]	Dec. 31, 2013 Lafayette [Member] Maximum [Member]	Dec. 31, 2013 Lafayette [Member]	Dec. 31, 2013 Lafayette [Member] Minimum [Member]	Dec. 31, 2013 Lafayette [Member] Maximum [Member]	Dec. 31, 2013 Manchester [Member]	Dec. 31, 2013 Manchester [Member] Minimum [Member]	Dec. 31, 2013 Manchester [Member] Maximum [Member]	Dec. 31, 2013 Nashua [Member]	Dec. 31, 2013 Nashua [Member] Minimum [Member]	Dec. 31, 2013 Nashua [Member] Maximum [Member]	Dec. 31, 2013 Clearwater-Largo [Member]	Dec. 31, 2013 Clearwater-Largo [Member] Minimum [Member]	Dec. 31, 2013 Clearwater-Largo [Member] Maximum [Member]	Dec. 31, 2013 Clearwater-Pinellas Park [Member]	Dec. 31, 2013 Clearwater-Pinellas Park [Member] Minimum [Member]	Dec. 31, 2013 Clearwater-Pinellas Park [Member] Maximum [Member]	Dec. 31, 2013 Clearwater-Tarpon Spg. [Member]	Dec. 31, 2013 Clearwater-Tarpon Spg. [Member] Minimum [Member]	Dec. 31, 2013 Clearwater-Tarpon Spg. [Member] Maximum [Member]	Dec. 31, 2013 New Orleans [Member]	Dec. 31, 2013 New Orleans [Member] Minimum [Member]	Dec. 31, 2013 New Orleans [Member] Maximum [Member]	Dec. 31, 2013 St Louis-Meramec [Member]	Dec. 31, 2013 St Louis-Meramec [Member] Minimum [Member]	Dec. 31, 2013 St Louis-Meramec [Member] Maximum [Member]	Dec. 31, 2013 St Louis-Charles Rock [Member]	Dec. 31, 2013 St Louis-Charles Rock [Member] Minimum [Member]	Dec. 31, 2013 St Louis-Charles Rock [Member] Maximum [Member]	Dec. 31, 2013 St Louis-Shackelford [Member]	Dec. 31, 2013 St Louis-Shackelford [Member] Minimum [Member]	Dec. 31, 2013 St Louis-Shackelford [Member] Maximum [Member]	Dec. 31, 2013 St Louis-W.Washington [Member]	Dec. 31, 2013 St Louis-W.Washington [Member] Minimum [Member]	Dec. 31, 2013 St Louis-W.Washington [Member] Maximum [Member]	Dec. 31, 2013 St Louis-Howdershell [Member]	Dec. 31, 2013 St Louis-Howdershell [Member] Minimum [Member]	Dec. 31, 2013 St Louis-Howdershell [Member] Maximum [Member]	Dec. 31, 2013 St Louis-Lemay Ferry [Member]	Dec. 31, 2013 St Louis-Lemay Ferry [Member] Minimum [Member]	Dec. 31, 2013 St Louis-Lemay Ferry [Member] Maximum [Member]	Dec. 31, 2013 St Louis-Manchester [Member]	Dec. 31, 2013 St Louis-Manchester [Member] Minimum [Member]	Dec. 31, 2013 St Louis-Manchester [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 San Antonio-Blanco [Member]	Dec. 31, 2013 San Antonio-Blanco [Member] Minimum [Member]	Dec. 31, 2013 San Antonio-Blanco [Member] Maximum [Member]	Dec. 31, 2013 San Antonio-Broadway [Member]	Dec. 31, 2013 San Antonio-Broadway [Member] Minimum [Member]	Dec. 31, 2013 San Antonio-Broadway [Member] Maximum [Member]	Dec. 31, 2013 San Antonio-Huebner [Member]	Dec. 31, 2013 San Antonio-Huebner [Member] Minimum [Member]	Dec. 31, 2013 San Antonio-Huebner [Member] Maximum [Member]	Dec. 31, 2013 Chattanooga-Lee Hwy II [Member]	Dec. 31, 2013 Chattanooga-Lee Hwy II [Member] Minimum [Member]	Dec. 31, 2013 Chattanooga-Lee Hwy II [Member] Maximum [Member]	Dec. 31, 2013 Lafayette [Member]	Dec. 31, 2013 Lafayette [Member] Minimum [Member]	Dec. 31, 2013 Lafayette [Member] Maximum [Member]	Dec. 31, 2013 Montgomery-E.S.Blvd [Member]	Dec. 31, 2013 Montgomery-E.S.Blvd [Member] Minimum [Member]	Dec. 31, 2013 Montgomery-E.S.Blvd [Member] Maximum [Member]	Dec. 31, 2013 Auburn-Pepperell Pkwy [Member]	Dec. 31, 2013 Auburn-Pepperell Pkwy [Member] Minimum [Member]	Dec. 31, 2013 Auburn-Pepperell Pkwy [Member] Maximum [Member]	Dec. 31, 2013 Auburn-Gatewood Dr [Member]	Dec. 31, 2013 Auburn-Gatewood Dr [Member] Minimum [Member]	Dec. 31, 2013 Auburn-Gatewood Dr [Member] Maximum [Member]	Dec. 31, 2013 Columbus-Williams Rd [Member]	Dec. 31, 2013 Columbus-Williams Rd [Member] Minimum [Member]	Dec. 31, 2013 Columbus-Williams Rd [Member] Maximum [Member]	Dec. 31, 2013 Columbus-Miller Rd [Member]	Dec. 31, 2013 Columbus-Miller Rd [Member] Minimum [Member]	Dec. 31, 2013 Columbus-Miller Rd [Member] Maximum [Member]	Dec. 31, 2013 Columbus-Armour Rd [Member]	Dec. 31, 2013 Columbus-Armour Rd [Member] Minimum [Member]	Dec. 31, 2013 Columbus-Armour Rd [Member] Maximum [Member]	Dec. 31, 2013 Columbus-Amber Dr [Member]	Dec. 31, 2013 Columbus-Amber Dr [Member] Minimum [Member]	Dec. 31, 2013 Columbus-Amber Dr [Member] Maximum [Member]	Dec. 31, 2013 Concord [Member]	Dec. 31, 2013 Concord [Member] Minimum [Member]	Dec. 31, 2013 Concord [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-Langner Rd [Member]	Dec. 31, 2013 Buffalo-Langner Rd [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-Langner Rd [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-Transit Rd [Member]	Dec. 31, 2013 Buffalo-Transit Rd [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-Transit Rd [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-Lake Ave [Member]	Dec. 31, 2013 Buffalo-Lake Ave [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-Lake Ave [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-Union Rd [Member]	Dec. 31, 2013 Buffalo-Union Rd [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-Union Rd [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-NF Blvd [Member]	Dec. 31, 2013 Buffalo-NF Blvd [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-NF Blvd [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-Young St [Member]	Dec. 31, 2013 Buffalo-Young St [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-Young St [Member] Maximum [Member]	Dec. 31, 2013 Buffalo-Sheridan Dr [Member]	Dec. 31, 2013 Buffalo-Sheridan Dr [Member] Minimum [Member]	Dec. 31, 2013 Buffalo-Sheridan Dr [Member] Maximum [Member]	Dec. 31, 2013 Buffalo Transit Rd One [Member]	Dec. 31, 2013 Buffalo Transit Rd One [Member] Minimum [Member]	Dec. 31, 2013 Buffalo Transit Rd One [Member] Maximum [Member]	Dec. 31, 2013 Rochester-Phillips Rd [Member]	Dec. 31, 2013 Rochester-Phillips Rd [Member] Minimum [Member]	Dec. 31, 2013 Rochester-Phillips Rd [Member] Maximum [Member]	Dec. 31, 2013 Greenville [Member]	Dec. 31, 2013 Greenville [Member] Minimum [Member]	Dec. 31, 2013 Greenville [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 Huntsville-Memorial [Member]	Dec. 31, 2013 Huntsville-Memorial [Member] Minimum [Member]	Dec. 31, 2013 Huntsville-Memorial [Member] Maximum [Member]	Dec. 31, 2013 Huntsville-Madison 1 [Member]	Dec. 31, 2013 Huntsville-Madison 1 [Member] Minimum [Member]	Dec. 31, 2013 Huntsville-Madison 1 [Member] Maximum [Member]	Dec. 31, 2013 Bilox-Gulfport [Member]	Dec. 31, 2013 Bilox-Gulfport [Member] Minimum [Member]	Dec. 31, 2013 Bilox-Gulfport [Member] Maximum [Member]	Dec. 31, 2013 Huntsville-Hwy 72 [Member]	Dec. 31, 2013 Huntsville-Hwy 72 [Member] Minimum [Member]	Dec. 31, 2013 Huntsville-Hwy 72 [Member] Maximum [Member]	Dec. 31, 2013 Mobile-Airport Blvd [Member]	Dec. 31, 2013 Mobile-Airport Blvd [Member] Minimum [Member]	Dec. 31, 2013 Mobile-Airport Blvd [Member] Maximum [Member]	Dec. 31, 2013 Bilox-Gulfport [Member]	Dec. 31, 2013 Bilox-Gulfport [Member] Minimum [Member]	Dec. 31, 2013 Bilox-Gulfport [Member] Maximum [Member]	Dec. 31, 2013 Huntsville-Madison 2 [Member]	Dec. 31, 2013 Huntsville-Madison 2 [Member] Minimum [Member]	Dec. 31, 2013 Huntsville-Madison 2 [Member] Maximum [Member]	Dec. 31, 2013 Foley-Hwy 59 [Member]	Dec. 31, 2013 Foley-Hwy 59 [Member] Minimum [Member]	Dec. 31, 2013 Foley-Hwy 59 [Member] Maximum [Member]	Dec. 31, 2013 Pensacola 6-Nine Mile [Member]	Dec. 31, 2013 Pensacola 6-Nine Mile [Member] Minimum [Member]	Dec. 31, 2013 Pensacola 6-Nine Mile [Member] Maximum [Member]	Dec. 31, 2013 Auburn-College St [Member]	Dec. 31, 2013 Auburn-College St [Member] Minimum [Member]	Dec. 31, 2013 Auburn-College St [Member] Maximum [Member]	Dec. 31, 2013 Biloxi-Gulfport [Member]	Dec. 31, 2013 Biloxi-Gulfport [Member] Minimum [Member]	Dec. 31, 2013 Biloxi-Gulfport [Member] Maximum [Member]	Dec. 31, 2013 Pensacola 7-Hwy 98 [Member]	Dec. 31, 2013 Pensacola 7-Hwy 98 [Member] Minimum [Member]	Dec. 31, 2013 Pensacola 7-Hwy 98 [Member] Maximum [Member]	Dec. 31, 2013 Montgomery-Arrowhead [Member]	Dec. 31, 2013 Montgomery-Arrowhead [Member] Minimum [Member]	Dec. 31, 2013 Montgomery-Arrowhead [Member] Maximum [Member]	Dec. 31, 2013 Montgomery-McLemore [Member]	Dec. 31, 2013 Montgomery-McLemore [Member] Minimum [Member]	Dec. 31, 2013 Montgomery-McLemore [Member] Maximum [Member]	Dec. 31, 2013 San Antonio-Foster [Member]	Dec. 31, 2013 San Antonio-Foster [Member] Minimum [Member]	Dec. 31, 2013 San Antonio-Foster [Member] Maximum [Member]	Dec. 31, 2013 Houston-Beaumont [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Minimum [Member]	Dec. 31, 2013 Houston-Beaumont [Member] Maximum [Member]	Dec. 31, 2013 Hattiesburg-Clasic [Member]	Dec. 31, 2013 Hattiesburg-Clasic [Member] Minimum [Member]	Dec. 31, 2013 Hattiesburg-Clasic [Member] Maximum [Member]	Dec. 31, 2013 Biloxi-Ginger [Member]	Dec. 31, 2013 Biloxi-Ginger [Member] Minimum [Member]	Dec. 31, 2013 Biloxi-Ginger [Member] Maximum [Member]	Dec. 31, 2013 Foley-7905 St Hwy 59 [Member]	Dec. 31, 2013 Foley-7905 St Hwy 59 [Member] Minimum [Member]	Dec. 31, 2013 Foley-7905 St Hwy 59 [Member] Maximum [Member]	Dec. 31, 2013 Jackson-Ridgeland [Member]	Dec. 31, 2013 Jackson-Ridgeland [Member] Minimum [Member]	Dec. 31, 2013 Jackson-Ridgeland [Member] Maximum [Member]	Dec. 31, 2013 Jackson-5111 [Member]	Dec. 31, 2013 Jackson-5111 [Member] Minimum [Member]	Dec. 31, 2013 Jackson-5111 [Member] Maximum [Member]	Dec. 31, 2013 Cincinnati-Robertson [Member]	Dec. 31, 2013 Cincinnati-Robertson [Member] Minimum [Member]	Dec. 31, 2013 Cincinnati-Robertson [Member] Maximum [Member]	Dec. 31, 2013 Richmond-Bridge Rd [Member]	Dec. 31, 2013 Richmond-Bridge Rd [Member] Minimum [Member]	Dec. 31, 2013 Richmond-Bridge Rd [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Charlotte-Wallace [Member]	Dec. 31, 2013 Charlotte-Wallace [Member] Minimum [Member]	Dec. 31, 2013 Charlotte-Wallace [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Charlotte- Westmoreland [Member]	Dec. 31, 2013 Charlotte- Westmoreland [Member] Minimum [Member]	Dec. 31, 2013 Charlotte- Westmoreland [Member] Maximum [Member]	Dec. 31, 2013 Charlotte-Matthews [Member]	Dec. 31, 2013 Charlotte-Matthews [Member] Minimum [Member]	Dec. 31, 2013 Charlotte-Matthews [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Charlotte-Zeb Morris [Member]	Dec. 31, 2013 Charlotte-Zeb Morris [Member] Minimum [Member]	Dec. 31, 2013 Charlotte-Zeb Morris [Member] Maximum [Member]	Dec. 31, 2013 Fair Lawn-Wagaraw [Member]	Dec. 31, 2013 Fair Lawn-Wagaraw [Member] Minimum [Member]	Dec. 31, 2013 Fair Lawn-Wagaraw [Member] Maximum [Member]	Dec. 31, 2013 Elizabeth-Allen [Member]	Dec. 31, 2013 Elizabeth-Allen [Member] Minimum [Member]	Dec. 31, 2013 Elizabeth-Allen [Member] Maximum [Member]	Dec. 31, 2013 Saint Louis-High Ridge [Member]	Dec. 31, 2013 Saint Louis-High Ridge [Member] Minimum [Member]	Dec. 31, 2013 Saint Louis-High Ridge [Member] Maximum [Member]	Dec. 31, 2013 Atlanta-Decatur [Member]	Dec. 31, 2013 Atlanta-Decatur [Member] Minimum [Member]	Dec. 31, 2013 Atlanta-Decatur [Member] Maximum [Member]	Dec. 31, 2013 Houston Humble Two [Member]	Dec. 31, 2013 Houston Humble Two [Member] Minimum [Member]	Dec. 31, 2013 Houston Humble Two [Member] Maximum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Minimum [Member]	Dec. 31, 2013 Dallas-Fort Worth [Member] Maximum [Member]	Dec. 31, 2013 Houston-Hwy 6N [Member]	Dec. 31, 2013 Houston-Hwy 6N [Member] Minimum [Member]	Dec. 31, 2013 Houston-Hwy 6N [Member] Maximum [Member]	Dec. 31, 2013 Austin-Cedar Park [Member]	Dec. 31, 2013 Austin-Cedar Park [Member] Minimum [Member]	Dec. 31, 2013 Austin-Cedar Park [Member] Maximum [Member]	Dec. 31, 2013 Houston-Katy [Member]	Dec. 31, 2013 Houston-Katy [Member] Minimum [Member]	Dec. 31, 2013 Houston-Katy [Member] Maximum [Member]	Dec. 31, 2013 Houston-Deer Park [Member]	Dec. 31, 2013 Houston-Deer Park [Member] Minimum [Member]	Dec. 31, 2013 Houston-Deer Park [Member] Maximum [Member]	Dec. 31, 2013 Houston-W.Little York [Member]	Dec. 31, 2013 Houston-W.Little York [Member] Minimum [Member]	Dec. 31, 2013 Houston-W.Little York [Member] Maximum [Member]	Dec. 31, 2013 Houston-Pasadena [Member]	Dec. 31, 2013 Houston-Pasadena [Member] Minimum [Member]	Dec. 31, 2013 Houston-Pasadena [Member] Maximum [Member]	Dec. 31, 2013 Houston-Friendswood [Member]	Dec. 31, 2013 Houston-Friendswood [Member] Minimum [Member]	Dec. 31, 2013 Houston-Friendswood [Member] Maximum [Member]	Dec. 31, 2013 Houston-Spring [Member]	Dec. 31, 2013 Houston-Spring [Member] Minimum [Member]	Dec. 31, 2013 Houston-Spring [Member] Maximum [Member]	Dec. 31, 2013 Houston-W.Sam Houston [Member]	Dec. 31, 2013 Houston-W.Sam Houston [Member] Minimum [Member]	Dec. 31, 2013 Houston-W.Sam Houston [Member] Maximum [Member]	Dec. 31, 2013 Austin-Pond Springs Rd [Member]	Dec. 31, 2013 Austin-Pond Springs Rd [Member] Minimum [Member]	Dec. 31, 2013 Austin-Pond Springs Rd [Member] Maximum [Member]	Dec. 31, 2013 Houston-Spring [Member]	Dec. 31, 2013 Houston-Spring [Member] Minimum [Member]	Dec. 31, 2013 Houston-Spring [Member] Maximum [Member]	Dec. 31, 2013 Austin-Round Rock [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Minimum [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Maximum [Member]	Dec. 31, 2013 Houston-Silverado Dr [Member]	Dec. 31, 2013 Houston-Silverado Dr [Member] Minimum [Member]	Dec. 31, 2013 Houston-Silverado Dr [Member] Maximum [Member]	Dec. 31, 2013 Houston-Sugarland [Member]	Dec. 31, 2013 Houston-Sugarland [Member] Minimum [Member]	Dec. 31, 2013 Houston-Sugarland [Member] Maximum [Member]	Dec. 31, 2013 Houston-Westheimer Rd [Member]	Dec. 31, 2013 Houston-Westheimer Rd [Member] Minimum [Member]	Dec. 31, 2013 Houston-Westheimer Rd [Member] Maximum [Member]	Dec. 31, 2013 Houston-Wilcrest Dr [Member]	Dec. 31, 2013 Houston-Wilcrest Dr [Member] Minimum [Member]	Dec. 31, 2013 Houston-Wilcrest Dr [Member] Maximum [Member]	Dec. 31, 2013 Houston-Woodlands [Member]	Dec. 31, 2013 Houston-Woodlands [Member] Minimum [Member]	Dec. 31, 2013 Houston-Woodlands [Member] Maximum [Member]	Dec. 31, 2013 Houston-Woodlands [Member]	Dec. 31, 2013 Houston-Woodlands [Member] Minimum [Member]	Dec. 31, 2013 Houston-Woodlands [Member] Maximum [Member]	Dec. 31, 2013 Houston-Katy Freeway [Member]	Dec. 31, 2013 Houston-Katy Freeway [Member] Minimum [Member]	Dec. 31, 2013 Houston-Katy Freeway [Member] Maximum [Member]	Dec. 31, 2013 Houston-Webster [Member]	Dec. 31, 2013 Houston-Webster [Member] Minimum [Member]	Dec. 31, 2013 Houston-Webster [Member] Maximum [Member]	Dec. 31, 2013 Newport News [Member]	Dec. 31, 2013 Newport News [Member] Minimum [Member]	Dec. 31, 2013 Newport News [Member] Maximum [Member]	Dec. 31, 2013 Pensacola [Member]	Dec. 31, 2013 Pensacola [Member] Minimum [Member]	Dec. 31, 2013 Pensacola [Member] Maximum [Member]	Dec. 31, 2013 Miami [Member]	Dec. 31, 2013 Miami [Member] Minimum [Member]	Dec. 31, 2013 Miami [Member] Maximum [Member]	Dec. 31, 2013 Chicago - Lake Forest [Member]	Dec. 31, 2013 Chicago - Lake Forest [Member] Minimum [Member]	Dec. 31, 2013 Chicago - Lake Forest [Member] Maximum [Member]	Dec. 31, 2013 Chicago - Schaumburg [Member]	Dec. 31, 2013 Chicago - Schaumburg [Member] Minimum [Member]	Dec. 31, 2013 Chicago - Schaumburg [Member] Maximum [Member]	Dec. 31, 2013 Norfolk [Member]	Dec. 31, 2013 Norfolk [Member] Minimum [Member]	Dec. 31, 2013 Norfolk [Member] Maximum [Member]	Dec. 31, 2013 Atlanta [Member]	Dec. 31, 2013 Atlanta [Member] Minimum [Member]	Dec. 31, 2013 Atlanta [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville - Middleburg [Member]	Dec. 31, 2013 Jacksonville - Middleburg [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville - Middleburg [Member] Maximum [Member]	Dec. 31, 2013 Jacksonville - Orange Pk. [Member]	Dec. 31, 2013 Jacksonville - Orange Pk. [Member] Minimum [Member]	Dec. 31, 2013 Jacksonville - Orange Pk. [Member] Maximum [Member]	Dec. 31, 2013 St. Augustine [Member]	Dec. 31, 2013 St. Augustine [Member] Minimum [Member]	Dec. 31, 2013 St. Augustine [Member] Maximum [Member]	Dec. 31, 2013 Atlanta - NE Expressway [Member]	Dec. 31, 2013 Atlanta - NE Expressway [Member] Minimum [Member]	Dec. 31, 2013 Atlanta - NE Expressway [Member] Maximum [Member]	Dec. 31, 2013 Atlanta - Kennesaw [Member]	Dec. 31, 2013 Atlanta - Kennesaw [Member] Minimum [Member]	Dec. 31, 2013 Atlanta - Kennesaw [Member] Maximum [Member]	Dec. 31, 2013 Atlanta - Lawrenceville [Member]	Dec. 31, 2013 Atlanta - Lawrenceville [Member] Minimum [Member]	Dec. 31, 2013 Atlanta - Lawrenceville [Member] Maximum [Member]	Dec. 31, 2013 Atlanta - Woodstock [Member]	Dec. 31, 2013 Atlanta - Woodstock [Member] Minimum [Member]	Dec. 31, 2013 Atlanta - Woodstock [Member] Maximum [Member]	Dec. 31, 2013 Raleigh-Durham [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Minimum [Member]	Dec. 31, 2013 Raleigh-Durham [Member] Maximum [Member]	Dec. 31, 2013 Chicago - Lindenhurst [Member]	Dec. 31, 2013 Chicago - Lindenhurst [Member] Minimum [Member]	Dec. 31, 2013 Chicago - Lindenhurst [Member] Maximum [Member]	Dec. 31, 2013 Chicago - Orland Park [Member]	Dec. 31, 2013 Chicago - Orland Park [Member] Minimum [Member]	Dec. 31, 2013 Chicago - Orland Park [Member] Maximum [Member]	Dec. 31, 2013 Bradenton [Member]	Dec. 31, 2013 Bradenton [Member] Minimum [Member]	Dec. 31, 2013 Bradenton [Member] Maximum [Member]	Dec. 31, 2013 Ft. Myers - Cleveland [Member]	Dec. 31, 2013 Ft. Myers - Cleveland [Member] Minimum [Member]	Dec. 31, 2013 Ft. Myers - Cleveland [Member] Maximum [Member]	Dec. 31, 2013 Clearwater - Drew St. [Member]	Dec. 31, 2013 Clearwater - Drew St. [Member] Minimum [Member]	Dec. 31, 2013 Clearwater - Drew St. [Member] Maximum [Member]	Dec. 31, 2013 Clearwater [Member]	Dec. 31, 2013 Clearwater [Member] Minimum [Member]	Dec. 31, 2013 Clearwater [Member] Maximum [Member]	Dec. 31, 2013 Chicago - Aurora [Member]	Dec. 31, 2013 Chicago - Aurora [Member] Minimum [Member]	Dec. 31, 2013 Chicago - Aurora [Member] Maximum [Member]	Dec. 31, 2013 Phoenix [Member]	Dec. 31, 2013 Phoenix [Member] Minimum [Member]	Dec. 31, 2013 Phoenix [Member] Maximum [Member]	Dec. 31, 2013 Chicago - North Austin [Member]	Dec. 31, 2013 Chicago - North Austin [Member] Minimum [Member]	Dec. 31, 2013 Chicago - North Austin [Member] Maximum [Member]	Dec. 31, 2013 Chicago - North Western [Member]	Dec. 31, 2013 Chicago - North Western [Member] Minimum [Member]	Dec. 31, 2013 Chicago - North Western [Member] Maximum [Member]	Dec. 31, 2013 Chicago - West Pershing [Member]	Dec. 31, 2013 Chicago - West Pershing [Member] Minimum [Member]	Dec. 31, 2013 Chicago - West Pershing [Member] Maximum [Member]	Dec. 31, 2013 Austin-Cedar Park [Member]	Dec. 31, 2013 Austin-Cedar Park [Member] Minimum [Member]	Dec. 31, 2013 Austin-Cedar Park [Member] Maximum [Member]	Dec. 31, 2013 Chicago - N. Broadway [Member]	Dec. 31, 2013 Chicago - N. Broadway [Member] Minimum [Member]	Dec. 31, 2013 Chicago - N. Broadway [Member] Maximum [Member]	Dec. 31, 2013 Austin-Round Rock [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Minimum [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Maximum [Member]	Dec. 31, 2013 Austin-Round Rock [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Minimum [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Maximum [Member]	Dec. 31, 2013 San Antonio - Marbach [Member]	Dec. 31, 2013 San Antonio - Marbach [Member] Minimum [Member]	Dec. 31, 2013 San Antonio - Marbach [Member] Maximum [Member]	Dec. 31, 2013 Long Island [Member]	Dec. 31, 2013 Long Island [Member] Minimum [Member]	Dec. 31, 2013 Long Island [Member] Maximum [Member]	Dec. 31, 2013 Boston - Somerville [Member]	Dec. 31, 2013 Boston - Somerville [Member] Minimum [Member]	Dec. 31, 2013 Boston - Somerville [Member] Maximum [Member]	Dec. 31, 2013 Long Island - Deer Park [Member]	Dec. 31, 2013 Long Island - Deer Park [Member] Minimum [Member]	Dec. 31, 2013 Long Island - Deer Park [Member] Maximum [Member]	Dec. 31, 2013 Long Island - Amityville [Member]	Dec. 31, 2013 Long Island - Amityville [Member] Minimum [Member]	Dec. 31, 2013 Long Island - Amityville [Member] Maximum [Member]	Dec. 31, 2013 Colorado Springs [Member]	Dec. 31, 2013 Colorado Springs [Member] Minimum [Member]	Dec. 31, 2013 Colorado Springs [Member] Maximum [Member]	Dec. 31, 2013 Toms River - Route 37 [Member]	Dec. 31, 2013 Toms River - Route 37 [Member] Minimum [Member]	Dec. 31, 2013 Toms River - Route 37 [Member] Maximum [Member]	Dec. 31, 2013 Lake Worth - S Military [Member]	Dec. 31, 2013 Lake Worth - S Military [Member] Minimum [Member]	Dec. 31, 2013 Lake Worth - S Military [Member] Maximum [Member]	Dec. 31, 2013 Austin-Round Rock [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Minimum [Member]	Dec. 31, 2013 Austin-Round Rock [Member] Maximum [Member]	Dec. 31, 2013 Hartford-Bristol [Member]	Dec. 31, 2013 Hartford-Bristol [Member] Minimum [Member]	Dec. 31, 2013 Hartford-Bristol [Member] Maximum [Member]	Dec. 31, 2013 Piscataway [Member]	Dec. 31, 2013 Piscataway [Member] Minimum [Member]	Dec. 31, 2013 Piscataway [Member] Maximum [Member]	Dec. 31, 2013 Corporate Office [Member]	Dec. 31, 2013 Corporate Office [Member] Minimum [Member]	Dec. 31, 2013 Corporate Office [Member] Maximum [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
ST						SC			FL			NC			OH			OH			FL			FL			NY			NY			NY			FL			SC			MA			NY			MA			GA			NC			NC			CT			GA			GA			NY			NC			SC			SC			SC			GA			FL			PA			FL			FL			GA			GA			GA			GA			GA			MD			MD			FL			VA			FL			CT			GA			VA			FL			FL			CT			GA			VA			VA			AL			AL			AL			FL			FL			FL			FL			FL			FL			FL			MS			MS			VA			FL			AL			PA			PA			NY			FL			FL			VA			AL			SC			FL			TX			TX			TX			TX			TX			NY			AL			FL			FL			FL			MA			FL			OH			MD			FL			FL			FL			NC			NC			FL			NY			OH			OH			OH			OH			OH			OH			OH			OH			TX			TX			TX			TX			TX			TX			VA			VA			VA			VA			FL			FL			GA			FL			OH			TX			TX			GA			GA			GA			NC			NC			LA			LA			PA			VA			VA			VA			VA			VA			FL			MA			NY			NC			VA			FL			MA			RI			TN			TN			GA			AL			RI			NC			NC			NH			OH			OH			FL			MS			TX			FL			FL			FL			FL			FL			TX			TX			TX			TX			FL			TX			TX			TX			TX			TX			OH			MS			TX			RI			LA			LA			LA			LA			LA			AZ			AZ			AZ			AZ			AZ			AZ			AZ			AZ			AZ			ME			FL			TX			NY			MA			TX			FL			AL			NY			TX			TX			FL			MA			MA			SC			SC			GA			ME			MA			MA			NY			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			NY			NY			NY			NY			TX			TX			CT			TX			TX			TX			TX			TX			FL			TX			TN			TX			NY			NY			MA			CT			TX			AL			MA			TX			TX			TX			TX			GA			LA			TX			TX			TX			NY			TX			LA			LA			LA			LA			NH			NH			FL			FL			FL			LA			MO			MO			MO			MO			MO			MO			MO			TX			TX			TX			TX			TX			TX			TX			TX			TX			TN			LA			AL			AL			AL			GA			GA			GA			GA			NH			NY			NY			NY			NY			NY			NY			NY			NY			NY			MS			TX			TX			AL			AL			MS			AL			AL			MS			AL			AL			FL			AL			MS			FL			AL			AL			TX			TX			MS			MS			AL			MS			MS			OH			VA			NC			NC			NC			NC			NC			NC			NC			PA			PA			MO			GA			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			TX			VA			FL			FL			IL			IL			VA			GA			FL			FL			FL			GA			GA			GA			GA			NC			IL			IL			FL			FL			FL			FL			IL			AZ			IL			IL			IL			TX			IL			TX			TX			TX			NY			MA			NY			NY			CO			NJ			FL			TX			CT			NJ			NY
Encumbrance	$ 2,254																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																																														$ 2,254
Initial Cost to Company, Land	299,945				0	416			397			308			239			701			395			483			224			423			395			152			268			363			230			680			463			444			649			387			844			302			315			321			361			189			488			430			513			194			1,503			398			423			483			308			170			413			154			479			883			316			632			715			304			1,375			244			834			234			256			313			278			307			730			863			326			369			244			226			1,088			526			672			343			209			443			1,161			424			360			627			470			205			412			442			353			237			766			442			408			328			436			289			481			279			345			229			359			251			344			557			777			568			436			535			487			315			314			704			600			751			725			637			495			761			418			606			474			346			432			634			566			293			335			328			155			260			289			491			296			921			301			965			370			1,033			769			735			268			89			396			282			635			542			620			540			864			1,243			709			441			843			397			488			492			733			345			384			296			349			544			702			775			940			742			522			512			662			744			419			1,208			944			903			1,503			489			447			659			635			548			840			324			492			484			550			670			390			460			507			447			556			708			314			188			963			651			565			330			339			291			354			453			872			849			410			667			335			276			633			633			384			254			1,716			837			733			787			1,035			1,024			883			552			470			534			1,004			670			294			517			734			394			381			919			612			689			817			407			817			2,207			1,131			635			1,251			1,039			827			2,713			773			1,195			1,103			1,061			388			1,720			1,167			1,365			2,047			527			1,131			612			1,612			1,214			1,906			470			537			556			754			484			811			719			721			628			596			937			707			411			463			601			542			832			617			1,270			929			696			1,220			1,113			766			828			734			899			890			697			1,256			605			607			1,073			549			644			963			773			1,175			619			699			1,158			590			694			736			975			0			439			813			532			437			638			348			323			315			961			375			1,003			1,100			929			1,537			1,607			1,016			1,423			1,206			1,216			1,345			1,164			1,346			1,029			686			1,811			732			1,075			885			676			742			444			384			437			1,479			1,337			852			1,047			846			961			574			513			1,129			381			965			796			885			197			1,043			825			693			1,243			1,559			691			1,012			575			705			1,168			2,152			402			1,653			1,474			177			1,438			272			536			1,478			1,315			3,189			1,049			2,054			2,848			197			2,960			1,932			1,940			911			1,560			664			772			739			1,384			856			855			1,342			2,337			1,213			1,050			1,501			515			1,234			1,555			269			910			2,593			1,718			395			1,246			2,373			774			632			337			2,122			1,553			1,096			2,224			629			1,843			868			1,547			1,174			1,639			0
Initial Cost to Company, Building, Equipment and Improvements	1,194,359				0	1,516			1,424			1,102			1,110			1,659			1,501			1,752			808			1,531			1,404			728			1,248			1,679			847			1,616			1,684			1,613			2,329			1,402			2,021			1,103			745			1,150			1,331			719			1,188			1,579			1,930			912			3,619			1,035			1,015			1,166			1,116			786			999			555			1,742			2,104			1,471			2,962			1,695			1,118			3,220			901			2,066			861			1,244			1,462			1,004			1,415			1,725			2,041			1,515			1,358			1,128			1,046			2,597			1,958			2,439			1,580			964			1,602			2,755			1,506			1,641			2,224			1,712			912			1,703			1,592			1,299			858			1,800			1,767			1,662			1,324			1,759			1,161			1,559			1,014			1,262			884			1,287			917			1,254			1,988			2,770			2,028			1,635			2,033			1,754			1,131			1,113			2,496			2,142			2,676			2,586			2,918			1,781			2,714			1,921			2,164			1,686			1,236			1,560			2,565			2,279			1,357			1,342			1,315			710			1,043			1,160			1,756			1,196			3,282			1,214			3,864			1,486			3,753			2,788			3,429			1,097			376			1,831			1,303			2,550			2,210			2,532			2,211			3,994			5,019			3,235			1,788			3,394			1,834			1,746			1,990			2,941			1,268			1,371			1,198			1,250			1,942			2,821			3,103			3,763			2,977			1,864			1,829			2,654			3,021			1,524			4,854			3,803			3,643			6,059			1,813			1,790			2,680			2,302			1,988			3,373			1,493			1,995			1,951			1,998			2,407			1,570			1,642			2,058			1,776			1,951			2,860			1,095			652			3,896			2,600			2,596			1,309			1,346			1,026			1,405			1,610			3,476			3,401			1,626			2,373			1,521			1,312			2,573			2,617			1,422			1,059			6,920			2,977			3,392			3,249			3,737			3,649			3,139			1,970			1,902			1,914			4,584			3,060			1,203			2,090			2,956			1,595			1,545			3,696			2,468			3,159			3,286			1,650			3,287			8,866			4,564			2,918			5,744			4,201			3,776			11,013			3,170			4,877			4,550			4,427			1,640			6,986			4,744			5,569			5,857			2,121			4,609			2,501			6,585			4,949			7,726			1,902			2,183			2,265			3,065			1,977			3,397			2,927			2,994			2,532			2,411			3,779			2,933			1,621			1,831			2,406			1,319			3,268			2,422			5,037			3,676			2,739			4,805			4,359			3,040			3,290			2,867			3,596			3,552			2,711			4,946			2,434			2,428			4,276			2,180			2,542			3,836			3,060			4,624			2,471			2,784			4,639			2,361			2,758			2,905			3,854			3,680			1,745			3,213			2,119			1,794			2,531			1,344			1,331			2,185			3,827			1,498			4,002			4,386			3,647			6,018			6,338			4,013			5,624			4,775			4,819			5,325			4,624			5,474			4,180			2,732			7,152			3,015			4,333			3,586			2,685			3,024			1,799			1,548			1,757			5,965			5,377			3,409			5,981			4,095			3,702			3,975			5,317			4,767			3,575			3,355			9,467			3,073			2,132			8,252			4,201			3,552			3,106			2,727			4,435			3,312			3,557			4,223			2,315			3,027			3,602			4,947			4,500			3,223			4,583			3,236			2,687			4,145			6,142			3,974			5,175			2,138			5,892			4,281			12,077			11,606			4,880			5,862			6,766			5,719			3,882			3,858			9,266			4,315			3,838			4,692			4,901			3,129			5,894			3,775			2,280			4,018			5,978			3,126			3,656			5,029			6,466			3,226			5,740			9,869			3,327			1,985			2,005			8,735			7,186			8,276			10,102			5,201			6,544			5,306			5,226			8,816			10,946			68
Cost Capitalized Subsequent to Acquisition, Building, Equipment and Improvements	370,333				9,801	2,180			1,590			3,383			2,433			960			928			2,184			931			3,447			568			3,822			604			786			580			548			4,643			2,986			1,347			3,894			847			563			3,890			773			737			1,138			1,907			2,155			751			557			979			363			455			1,119			643			783			749			1,408			2,867			1,701			909			1,466			1,243			2,679			2,612			507			1,219			2,040			2,009			1,046			453			1,848			766			840			601			3,011			2,740			675			1,095			1,225			860			2,456			764			947			1,258			1,166			674			3,832			1,410			356			682			1,339			790			787			721			373			1,149			400			1,265			2,373			2,491			1,241			484			2,697			1,235			2,350			536			858			521			1,145			731			493			637			458			1,241			2,436			2,291			2,063			2,205			1,957			1,094			1,579			2,893			1,463			506			535			1,799			1,352			479			612			1,500			1,035			408			3,467			2,035			721			539			640			2,268			1,498			722			638			534			434			427			1,714			1,098			435			585			432			1,143			393			994			913			885			1,090			776			645			629			1,157			1,337			1,991			607			2,209			1,674			1,206			3,798			895			826			522			1,365			1,976			1,852			219			3,945			597			545			426			(1,990)			1,698			2,382			553			175			382			581			2,118			2,499			585			847			1,691			1,060			562			1,705			902			1,154			366			866			1,593			933			1,220			633			2,536			665			1,024			487			916			3,518			750			1,919			837			557			1,228			946			429			627			1,331			179			593			728			537			665			746			1,302			991			3,139			417			2,325			540			1,106			1,549			736			354			1,341			524			369			532			2,189			220			360			700			556			415			460			154			462			392			1,801			241			316			2,740			892			142			3,518			1,513			782			730			164			197			225			171			265			1,641			(287)			481			217			1,479			511			2,529			1,173			567			125			175			2,736			209			121			1,342			2,146			143			553			219			177			151			195			349			1,370			193			724			263			372			141			318			125			165			75			1,117			90			160			1,739			225			130			1,960			871			379			230			215			1,261			165			188			2,005			2,008			660			535			206			85			966			2,363			293			118			632			171			325			901			285			166			248			314			54			229			290			135			141			96			70			143			75			327			163			151			103			170			457			138			198			19			75			108			89			30			70			38			38			78			(276)			31			53			220			55			86			60			86			158			103			144			110			193			90			115			62			90			86			155			118			122			150			86			474			349			60			140			55			60			159			47			53			40			53			39			45			46			76			57			102			82			72			38			41			27			29			47			47			75			63			46			50			22			21			35			67			91			47			26			8			59			(5)			2			0			0			0			20,921
Gross Amount at Which Carried at Close of Period, Land	312,053				0	416			397			747			239			701			779			483			224			497			395			687			268			363			234			680			1,445			444			649			387			844			303			517			321			374			189			488			602			513			194			1,503			398			424			483			308			174			413			306			479			883			316			651			715			619			1,376			244			1,591			612			256			313			278			385			730			863			326			369			720			226			1,088			526			672			796			209			443			1,162			424			360			692			472			206			413			442			353			232			766			442			408			328			436			289			671			433			345			383			359			297			310			689			777			568			436			538			487			315			314			707			693			751			725			701			495			761			418			606			504			346			432			634			566			293			335			328			152			260			616			491			296			921			304			943			370			1,033			825			735			231			89			421			282			637			542			620			540			864			1,243			709			694			843			397			488			688			733			486			384			414			464			544			702			775			940			742			569			633			662			744			419			1,208			944			903			851			584			740			698			635			548			840			324			510			481			550			670			390			460			507			447			556			708			314			188			963			772			565			733			339			291			354			453			872			849			410			667			335			276			633			633			384			254			1,981			966			841			902			1,104			1,091			942			588			666			570			1,004			714			327			553			784			421			618			919			612			689			1,119			407			817			2,207			1,131			635			1,252			1,039			827			2,713			773			1,195			1,103			1,061			388			1,720			1,566			1,365			1,976			527			1,131			612			1,612			1,215			1,906			470			491			556			754			484			811			719			721			982			596			937			707			411			463			601			542			832			617			1,270			929			696			1,220			1,113			766			828			734			899			890			697			1,256			605			607			1,073			549			644			963			773			1,175			619			699			1,158			590			694			736			975			0			439			813			532			437			638			348			323			316			961			375			1,003			1,100			930			1,537			1,677			1,017			1,423			1,206			1,216			1,301			1,164			1,347			1,029			686			1,811			732			1,076			885			676			742			444			384			437			1,479			1,337			852			1,047			846			961			575			513			1,129			381			965			796			885			197			1,043			825			693			1,243			1,559			691			1,012			575			705			1,168			2,152			402			1,653			1,474			177			1,438			272			536			1,478			1,315			3,189			1,049			2,054			2,848			197			2,960			1,932			1,940			911			1,560			664			772			739			1,384			856			855			1,342			2,337			1,213			1,050			1,501			515			1,234			1,555			269			910			2,593			1,718			395			1,246			2,373			774			632			337			2,122			1,553			1,096			2,224			629			1,843			868			1,547			1,174			1,639			1,633
Gross Amount at Which Carried at Close of Period, Building, Equipment and Improvements	1,552,584				9,801	3,696			3,014			4,046			3,543			2,619			2,045			3,936			1,739			4,904			1,972			4,015			1,852			2,465			1,423			2,164			5,345			4,599			3,676			5,296			2,868			1,665			4,433			1,923			2,055			1,857			3,095			3,562			2,681			1,469			4,598			1,398			1,469			2,285			1,759			1,565			1,748			1,811			4,609			3,805			2,380			4,409			2,938			3,482			5,831			1,408			2,528			2,523			3,253			2,508			1,457			3,185			2,491			2,881			2,116			4,369			3,392			1,721			3,692			3,183			3,299			3,583			1,728			2,549			4,012			2,672			2,315			5,991			3,120			1,267			2,384			2,931			2,089			1,650			2,521			2,140			2,811			1,724			3,024			3,534			3,860			2,101			1,746			3,427			2,522			3,221			1,824			2,714			3,291			3,173			2,366			2,523			2,391			1,589			2,354			4,929			4,340			4,739			4,791			4,811			2,875			4,293			4,814			3,627			2,162			1,771			3,359			3,917			2,758			1,969			2,842			2,350			1,121			4,510			2,868			2,477			1,735			3,922			3,479			5,384			2,208			4,391			3,266			3,863			1,561			2,090			2,904			1,738			3,133			2,642			3,675			2,604			4,988			5,932			4,120			2,625			4,170			2,479			2,375			2,951			4,278			3,118			1,978			3,289			2,809			3,148			6,619			3,998			4,589			3,499			3,182			3,684			4,506			3,240			5,469			5,451			4,348			4,069			4,721			3,416			3,879			3,194			2,477			2,370			3,954			3,611			4,476			2,539			2,845			4,098			2,630			2,204			3,763			2,678			3,105			3,226			1,961			2,245			4,829			3,699			3,229			3,442			2,011			2,050			1,892			2,526			6,994			4,151			3,545			3,210			2,078			2,540			3,519			3,046			2,049			2,390			6,834			3,441			4,012			3,671			4,333			4,328			4,382			2,925			4,845			2,295			6,909			3,556			2,276			3,603			3,642			1,922			2,649			4,220			2,837			3,691			5,173			1,870			3,647			9,566			5,120			3,333			6,203			4,355			4,238			11,405			4,971			5,118			4,866			7,167			2,532			7,128			7,863			7,082			6,710			2,851			4,773			2,698			6,810			5,119			7,991			3,543			1,942			2,746			3,282			3,456			3,908			5,456			4,167			2,745			2,536			3,954			5,669			1,830			1,952			3,748			3,465			3,411			2,975			5,256			3,853			2,890			5,000			4,708			4,410			3,483			3,591			3,859			3,924			2,852			5,264			2,559			2,593			4,351			3,297			2,632			3,996			4,799			4,849			2,601			4,744			5,510			2,740			2,988			3,120			5,115			3,845			1,933			5,218			4,127			2,454			3,066			1,550			1,416			3,150			6,190			1,791			4,120			5,018			3,817			6,343			7,169			4,297			5,790			5,023			5,133			5,423			4,853			5,763			4,315			2,873			7,248			3,085			4,475			3,661			3,012			3,187			1,950			1,651			1,927			6,422			5,515			3,607			6,000			4,170			3,810			4,063			5,347			4,837			3,613			3,393			9,545			2,797			2,163			8,305			4,421			3,607			3,192			2,787			4,521			3,470			3,660			4,367			2,425			3,220			3,692			5,062			4,562			3,313			4,669			3,391			2,805			4,267			6,292			4,060			5,649			2,487			5,952			4,421			12,132			11,666			5,039			5,909			6,819			5,759			3,935			3,897			9,311			4,361			3,914			4,749			5,003			3,211			5,966			3,813			2,321			4,045			6,007			3,173			3,703			5,104			6,529			3,272			5,790			9,891			3,348			2,020			2,072			8,826			7,233			8,302			10,110			5,260			6,539			5,308			5,226			8,816			10,946			19,356
Gross Amount at Which Carried at Close of Period, Total	1,864,637	1,742,354	1,525,283	1,349,927	9,801	4,112			3,411			4,793			3,782			3,320			2,824			4,419			1,963			5,401			2,367			4,702			2,120			2,828			1,657			2,844			6,790			5,043			4,325			5,683			3,712			1,968			4,950			2,244			2,429			2,046			3,583			4,164			3,194			1,663			6,101			1,796			1,893			2,768			2,067			1,739			2,161			2,117			5,088			4,688			2,696			5,060			3,653			4,101			7,207			1,652			4,119			3,135			3,509			2,821			1,735			3,570			3,221			3,744			2,442			4,738			4,112			1,947			4,780			3,709			3,971			4,379			1,937			2,992			5,174			3,096			2,675			6,683			3,592			1,473			2,797			3,373			2,442			1,882			3,287			2,582			3,219			2,052			3,460			3,823			4,531			2,534			2,091			3,810			2,881			3,518			2,134			3,403			4,068			3,741			2,802			3,061			2,878			1,904			2,668			5,636			5,033			5,490			5,516			5,512			3,370			5,054			5,232			4,233			2,666			2,117			3,791			4,551			3,324			2,262			3,177			2,678			1,273			4,770			3,484			2,968			2,031			4,843			3,783			6,327			2,578			5,424			4,091			4,598			1,792			2,179			3,325			2,020			3,770			3,184			4,295			3,144			5,852			7,175			4,829			3,319			5,013			2,876			2,863			3,639			5,011			3,604			2,362			3,703			3,273			3,692			7,321			4,773			5,529			4,241			3,751			4,317			5,168			3,984			5,888			6,659			5,292			4,972			5,572			4,000			4,619			3,892			3,112			2,918			4,794			3,935			4,986			3,020			3,395			4,768			3,020			2,664			4,270			3,125			3,661			3,934			2,275			2,433			5,792			4,471			3,794			4,175			2,350			2,341			2,246			2,979			7,866			5,000			3,955			3,877			2,413			2,816			4,152			3,679			2,433			2,644			8,815			4,407			4,853			4,573			5,437			5,419			5,324			3,513			5,511			2,865			7,913			4,270			2,603			4,156			4,426			2,343			3,267			5,139			3,449			4,380			6,292			2,277			4,464			11,773			6,251			3,968			7,455			5,394			5,065			14,118			5,744			6,313			5,969			8,228			2,920			8,848			9,429			8,447			8,686			3,378			5,904			3,310			8,422			6,334			9,897			4,013			2,433			3,302			4,036			3,940			4,719			6,175			4,888			3,727			3,132			4,891			6,376			2,241			2,415			4,349			4,007			4,243			3,592			6,526			4,782			3,586			6,220			5,821			5,176			4,311			4,325			4,758			4,814			3,549			6,520			3,164			3,200			5,424			3,846			3,276			4,959			5,572			6,024			3,220			5,443			6,668			3,330			3,682			3,856			6,090			3,845			2,372			6,031			4,659			2,891			3,704			1,898			1,739			3,466			7,151			2,166			5,123			6,118			4,747			7,880			8,846			5,314			7,213			6,229			6,349			6,724			6,017			7,110			5,344			3,559			9,059			3,817			5,551			4,546			3,688			3,929			2,394			2,035			2,364			7,901			6,852			4,459			7,047			5,016			4,771			4,638			5,860			5,966			3,994			4,358			10,341			3,682			2,360			9,348			5,246			4,300			4,435			4,346			5,212			4,482			4,235			5,072			3,593			5,372			4,094			6,715			6,036			3,490			6,107			3,663			3,341			5,745			7,607			7,249			6,698			4,541			8,800			4,618			15,092			13,598			6,979			6,820			8,379			6,423			4,707			4,636			10,695			5,217			4,769			6,091			7,340			4,424			7,016			5,314			2,836			5,279			7,562			3,442			4,613			7,697			8,247			3,667			7,036			12,264			4,122			2,652			2,409			10,948			8,786			9,398			12,334			5,889			8,382			6,176			6,773			9,990			12,585			20,989
Accumulated Depreciation	$ 366,472	$ 324,963	$ 289,082	$ 257,026	$ 0	$ 1,286			$ 1,042			$ 902			$ 1,016			$ 1,126			$ 1,037			$ 1,459			$ 788			$ 1,579			$ 927			$ 743			$ 855			$ 1,077			$ 634			$ 1,013			$ 1,787			$ 1,336			$ 1,516			$ 1,039			$ 1,293			$ 761			$ 937			$ 858			$ 976			$ 794			$ 899			$ 1,233			$ 1,257			$ 657			$ 1,884			$ 725			$ 730			$ 891			$ 886			$ 696			$ 894			$ 676			$ 1,511			$ 1,679			$ 1,088			$ 2,102			$ 1,217			$ 1,231			$ 2,376			$ 740			$ 1,260			$ 925			$ 1,211			$ 1,146			$ 707			$ 1,141			$ 1,201			$ 1,360			$ 994			$ 1,499			$ 916			$ 819			$ 1,795			$ 1,367			$ 1,481			$ 1,187			$ 832			$ 1,148			$ 1,833			$ 1,190			$ 1,103			$ 1,589			$ 1,265			$ 715			$ 1,224			$ 1,104			$ 858			$ 721			$ 1,120			$ 971			$ 1,190			$ 778			$ 1,254			$ 90			$ 1,437			$ 789			$ 750			$ 555			$ 1,103			$ 1,278			$ 789			$ 624			$ 1,454			$ 1,419			$ 1,056			$ 1,198			$ 958			$ 677			$ 956			$ 1,585			$ 1,402			$ 1,851			$ 1,711			$ 2,159			$ 1,216			$ 1,783			$ 1,557			$ 1,308			$ 879			$ 721			$ 1,317			$ 1,577			$ 1,138			$ 782			$ 1,070			$ 1,004			$ 520			$ 1,091			$ 693			$ 1,116			$ 717			$ 1,704			$ 1,139			$ 2,222			$ 983			$ 1,858			$ 1,378			$ 1,660			$ 655			$ 726			$ 1,126			$ 750			$ 1,342			$ 1,070			$ 1,400			$ 1,084			$ 1,995			$ 2,378			$ 1,759			$ 559			$ 1,696			$ 1,021			$ 947			$ 668			$ 1,796			$ 908			$ 847			$ 1,008			$ 805			$ 1,276			$ 1,744			$ 1,572			$ 1,845			$ 1,377			$ 1,192			$ 1,224			$ 1,108			$ 1,298			$ 1,204			$ 2,167			$ 1,805			$ 1,652			$ 1,895			$ 856			$ 1,228			$ 1,086			$ 988			$ 917			$ 1,600			$ 1,074			$ 1,163			$ 979			$ 1,005			$ 1,343			$ 903			$ 965			$ 1,160			$ 1,043			$ 1,340			$ 1,238			$ 859			$ 888			$ 1,720			$ 1,279			$ 1,204			$ 864			$ 718			$ 658			$ 755			$ 992			$ 1,772			$ 1,557			$ 1,144			$ 1,227			$ 768			$ 801			$ 1,174			$ 1,117			$ 723			$ 678			$ 1,408			$ 826			$ 933			$ 890			$ 1,382			$ 1,326			$ 1,265			$ 910			$ 1,142			$ 706			$ 1,753			$ 1,081			$ 571			$ 999			$ 1,088			$ 610			$ 762			$ 1,225			$ 821			$ 1,036			$ 1,285			$ 569			$ 1,079			$ 2,743			$ 1,420			$ 913			$ 1,714			$ 1,147			$ 1,083			$ 2,997			$ 1,186			$ 1,282			$ 1,249			$ 1,600			$ 576			$ 1,763			$ 1,564			$ 1,720			$ 1,627			$ 708			$ 1,093			$ 640			$ 1,608			$ 1,144			$ 1,806			$ 696			$ 488			$ 597			$ 766			$ 672			$ 877			$ 829			$ 862			$ 556			$ 541			$ 808			$ 1,035			$ 419			$ 409			$ 728			$ 612			$ 691			$ 584			$ 1,052			$ 755			$ 581			$ 989			$ 919			$ 636			$ 691			$ 753			$ 759			$ 756			$ 565			$ 1,025			$ 497			$ 508			$ 855			$ 522			$ 521			$ 792			$ 658			$ 929			$ 502			$ 849			$ 1,041			$ 500			$ 551			$ 604			$ 669			$ 731			$ 367			$ 871			$ 533			$ 398			$ 565			$ 276			$ 265			$ 499			$ 758			$ 363			$ 716			$ 891			$ 691			$ 1,130			$ 1,160			$ 766			$ 983			$ 853			$ 905			$ 913			$ 827			$ 999			$ 809			$ 519			$ 1,214			$ 558			$ 761			$ 624			$ 531			$ 527			$ 315			$ 255			$ 292			$ 986			$ 844			$ 468			$ 726			$ 332			$ 302			$ 319			$ 415			$ 385			$ 286			$ 267			$ 628			$ 188			$ 167			$ 502			$ 281			$ 231			$ 209			$ 184			$ 281			$ 208			$ 241			$ 267			$ 162			$ 210			$ 219			$ 306			$ 286			$ 208			$ 286			$ 215			$ 172			$ 255			$ 365			$ 237			$ 330			$ 152			$ 364			$ 251			$ 487			$ 471			$ 209			$ 233			$ 259			$ 190			$ 132			$ 133			$ 307			$ 145			$ 131			$ 160			$ 165			$ 109			$ 171			$ 99			$ 62			$ 105			$ 155			$ 82			$ 101			$ 135			$ 166			$ 83			$ 152			$ 252			$ 88			$ 59			$ 51			$ 171			$ 140			$ 72			$ 87			$ 33			$ 14			$ 11			$ 0			$ 0			$ 0			$ 11,537
Date of Construction					2013	1985			1985			1986			1980			1987			1985			1984			1988			1981			1981			1985			1985			1980			1980			1986			1981			1986			1985			1985			1988			1988			1984			1985			1987			1989			1986			1988			1988			1975			1985			1985			1989			1988			1986			1981			1975			1984			1988			1986			1988			1983			1988			1988			1984			1986			1986			1992			1988			1984			1989			1990			1990			1982			1987			1986			1990			1990			1989			1985			1988			1990			1990			1987			1986			1970			1983			1985			1987			1988			1991/94			1988/93			1984			1985			1985			1987			1986			1986			1986			2012			1983			1988			1986			1986			1988			1986			1987			1988			1990			1987			1985			1987/92			1995			1995			1975			1990			1988			1986			1978			1979			1979			1977			1970			1982			1981			1985			1995			1993/95			1995			1995			1982			1985			1987			1988/95			1984			1969			1988			1980			1989			1977			1975			1994			1996			1995			1995			1997			1982			1985			1984			1996			1995			1991			1993/95			1975			1985			1988			1989/95			1993			1990/96			1986/90			1979			1984			1987			1985			1989			1984			1984/88			1988/91			1990/96			1980			1986			1986			1985			1995			1994			1988			1985			1988			1991			1997			1986			1996			1997			1997			1987			1994			1994			1996			1996			1996			1988			1984			1993			1986/94			1980			1992/94			1975			1977			1994			1995			1997			1986			1986			1976			1986			1984			1984			1996			1988			1982			1985			1998			1989			1996			1994			1998			1991/97			1996/99			1993/97			1997			1986			1984			1985			1984			1989			1988			1996			1984			1987			1979/83			1984			1985			1980			1998/02			1999			1994/97			1998			1997			1996			1989/95			1998			1997			1994/98			1995/99			1998/01			1998			2000			2001			2001			2003			2003			2001			1998			1998/02			2000			1988/02			2003			1965/75			2002			1997/99			1997			2002			2003			2003			2003			2002/04			2003			1984/94			2003			2001			2002			2002/06			2000			1997			2001/04			2002			1997/99			2000			1989			1998			2000			1999			2000			1999			1999			1999			1980/01			2000			1999			2000			1998/03			2004			2004			2003			1998			1999			2004			2000			1998			2002			1995/99			1996/97			1998			2002/03			4/6/2002			1995			2004/05			1998			2000			1993/07			1998			1997			1998			1998			1999/00			1999			1990/95			1999			1994			2002/04			2003/06			1989/06			1993/07			1998/05			1998/06			2000/07			2002/04			2002/06			2003/06			2003/06			2003			2004/06			2006			2006			2006			2003/06			2002/05			1998			2000			2000			1997/00			2003			2003/04			2009			2000			2008			2008			2009			2009			2008			2007			1999			1988			2007			2006			1993			2001			2000			1998			2000			1998			1998			2000			1994			1993			1999			1984			2006			1999			2000			2001			1997			1999			1977			2000			1999			1982			2004			1996			2005			1996/2004			1998			2007			2009			2008			2007			2007			2009			2008			2007			2009			2002			1999/2006			2007			1997			1998			2000			2000			2010			2008			2005			2005			2008			2006			2011			2004			2007			2005			2002			2008			2009			2009			2006			2007			2000			2008			2004			2006			2000
Date Acquired						Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Jun. 26, 1995			Aug. 25, 1995			Sep. 29, 1995			Jan. 16, 1996			Dec. 29, 1995			Dec. 29, 1995			Dec. 27, 1995			Dec. 28, 1995			Dec. 28, 1995			Jan. 05, 1996			Jan. 23, 1996			Mar. 01, 1996			Mar. 28, 1996			Mar. 29, 1996			Mar. 29, 1996			Mar. 29, 1996			Mar. 29, 1996			Mar. 29, 1996			Jun. 05, 1996			May 21, 1996			May 29, 1996			May 29, 1996			Jun. 26, 1996			Jun. 28, 1996			Jun. 28, 1996			Jul. 23, 1996			Jul. 26, 1996			Aug. 23, 1996			Aug. 26, 1996			Aug. 30, 1996			Sep. 16, 1996			Sep. 16, 1996			Oct. 30, 1996			Dec. 20, 1996			Jan. 10, 1997			Jan. 10, 1997			Jan. 10, 1997			Jan. 10, 1997			Jan. 10, 1997			Jan. 10, 1997			Jan. 10, 1997			Jan. 10, 1997			Jan. 30, 1997			Jan. 30, 1997			Jan. 30, 1997			Mar. 26, 1997			Mar. 26, 1997			Mar. 26, 1997			Mar. 31, 1997			Mar. 31, 1997			Mar. 31, 1997			Mar. 31, 1997			Mar. 31, 1997			Apr. 11, 1997			May 08, 1997			May 21, 1997			Jun. 04, 1997			Jun. 30, 1997			Jun. 30, 1997			Jul. 24, 1997			Jul. 24, 1997			Aug. 21, 1997			Sep. 25, 1997			Sep. 25, 1997			Oct. 09, 1997			Nov. 21, 1997			Dec. 03, 1997			Feb. 05, 1998			Feb. 05, 1998			Feb. 05, 1998			Feb. 05, 1998			Feb. 05, 1998			Feb. 04, 1998			Feb. 09, 1998			Feb. 04, 1998			Feb. 10, 1998			Feb. 18, 1998			Feb. 25, 1998			Mar. 03, 1998			Jun. 26, 1995			Mar. 27, 1988			Mar. 27, 1998			Mar. 27, 1998			Mar. 27, 1998			Mar. 26, 1998			Apr. 09, 1998			Apr. 09, 1998			Apr. 07, 1998			Apr. 22, 1998			Apr. 22, 1998			Jun. 02, 1998			May 13, 1998			May 20, 1998			Jul. 01, 1998			Jul. 01, 1998			Jul. 01, 1998			Jul. 01, 1998			Jun. 12, 1998			Jun. 16, 1998			Jun. 19, 1998			Jun. 19, 1998			Jun. 19, 1998			Aug. 03, 1998			Jun. 30, 1998			Jun. 30, 1998			Jun. 30, 1998			Sep. 29, 1998			Oct. 09, 1998			Nov. 19, 1998			Dec. 01, 1998			Dec. 15, 1998			Feb. 02, 1999			Feb. 17, 1999			Feb. 17, 1999			Feb. 17, 1999			Feb. 17, 1999			Feb. 17, 1999			May 18, 1999			May 18, 1999			May 18, 1999			May 18, 1999			May 18, 1999			May 18, 1999			May 18, 1999			May 18, 1999			May 21, 1999			Aug. 02, 1999			Sep. 29, 1999			Nov. 09, 1999			Feb. 02, 2000			Feb. 15, 2000			Mar. 01, 2000			May 02, 2000			Nov. 15, 2000			Dec. 27, 2000			Feb. 22, 2001			Mar. 02, 2001			Mar. 13, 2001			Dec. 01, 2001			Dec. 01, 2001			Dec. 01, 2001			Dec. 01, 2001			Dec. 01, 2001			Dec. 03, 2001			Dec. 19, 2001			Dec. 19, 2001			Feb. 05, 2002			Feb. 13, 2002			Feb. 13, 2002			Feb. 13, 2002			Feb. 13, 2002			Jun. 19, 2002			Jun. 19, 2002			Jun. 19, 2002			Jun. 19, 2002			Jun. 19, 2002			Jun. 19, 2002			Dec. 16, 2002			Dec. 16, 2002			Dec. 16, 2002			Dec. 16, 2002			Aug. 26, 2003			Oct. 01, 2003			Mar. 17, 2004			May 19, 2004			May 19, 2004			May 19, 2004			May 19, 2004			May 19, 2004			Jun. 03, 2004			Jun. 23, 2004			Aug. 04, 2004			Aug. 05, 2004			Mar. 16, 2005			Mar. 15, 2005			Apr. 12, 2005			Apr. 14, 2005			Jun. 06, 2005			Jun. 01, 2005			Jun. 23, 2005			Jul. 12, 2005			Jul. 12, 2005			Jul. 12, 2005			Jul. 12, 2005			Sep. 15, 2005			Nov. 15, 2005			Jan. 13, 2006			Jan. 10, 2006			Jan. 10, 2006			Feb. 01, 2006			Mar. 09, 2006			Apr. 13, 2006			Apr. 13, 2006			Apr. 13, 2006			Apr. 13, 2006			Apr. 26, 2006			Jun. 29, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Jun. 22, 2006			Aug. 07, 2006			Aug. 01, 2006			Sep. 28, 2006			Sep. 28, 2006			Sep. 28, 2006			Sep. 28, 2006			Sep. 28, 2006			Sep. 28, 2006			Sep. 28, 2006			Oct. 31, 2006			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Mar. 30, 2007			Jan. 11, 2007			Mar. 08, 2007			Mar. 08, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			Jun. 01, 2007			May 21, 2007			Nov. 14, 2007			Dec. 19, 2007			Dec. 19, 2007			Dec. 19, 2007			Jan. 17, 2008			Jan. 17, 2008			Dec. 31, 2008			Oct. 01, 2009			Dec. 28, 2010			Dec. 29, 2010			Dec. 29, 2010			Dec. 29, 2010			Dec. 29, 2010			Dec. 29, 2010			Dec. 29, 2010			Jul. 14, 2011			Jul. 14, 2011			Jul. 28, 2011			Aug. 17, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 22, 2011			Sep. 29, 2011			Nov. 15, 2011			May 16, 2012			Jun. 06, 2012			Jun. 06, 2012			Jun. 20, 2012			Jul. 18, 2012			Sep. 18, 2012			Sep. 18, 2012			Sep. 18, 2012			Sep. 18, 2012			Sep. 18, 2012			Sep. 18, 2012			Sep. 18, 2012			Sep. 19, 2012			Sep. 27, 2012			Dec. 10, 2012			Dec. 21, 2012			Dec. 21, 2012			Dec. 21, 2012			Dec. 21, 2012			Dec. 31, 2012			Dec. 18, 2012			Dec. 20, 2012			Dec. 20, 2012			Dec. 20, 2012			Dec. 27, 2012			Dec. 20, 2012			Dec. 27, 2012			Dec. 27, 2012			Feb. 11, 2013			Mar. 22, 2013			Mar. 22, 2013			Aug. 29, 2013			Aug. 29, 2013			Sep. 30, 2013			Nov. 26, 2013			Dec. 04, 2013			Dec. 27, 2013			Dec. 30, 2013			Dec. 30, 2013			May 01, 2000
Life on which depreciation in latest income statement is computed							5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years		5 years	40 years

XML

Supplementary Quarterly Financial Data (Unaudited) - Summary of Quarterly Results of Operations (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Information Disclosure [Abstract]
Operating revenue	$ 72,065	$ 70,455	$ 67,109	$ 63,878	$ 61,677	$ 61,241	$ 56,642	$ 54,522	$ 273,507	$ 234,082	$ 200,860
Income from continuing operations	19,900	19,552	17,816	14,204	13,375	13,895	10,627	10,224	71,472	48,121	27,314
Income from discontinued operations	2,472	247	236	168	179	5,063	1,233	1,045	3,123	7,520	4,215
Net income	22,371	19,799	18,052	14,372	13,554	18,958	11,860	11,269	74,595	55,641	31,529
Net income attributable to common shareholders	$ 22,234	$ 19,675	$ 17,937	$ 14,280	$ 13,462	$ 18,807	$ 11,721	$ 11,138	$ 74,126	$ 55,128	$ 30,592
Basic	$ 0.70	$ 0.63	$ 0.57	$ 0.47	$ 0.44	$ 0.64	$ 0.41	$ 0.39	$ 2.37	$ 1.88	$ 1.11
Diluted	$ 0.69	$ 0.62	$ 0.57	$ 0.47	$ 0.44	$ 0.63	$ 0.40	$ 0.39	$ 2.36	$ 1.87	$ 1.10

XML

Schedule III Combined Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2013

Real Estate And Accumulated Depreciation Disclosure [Abstract]

Schedule III Combined Real Estate and Accumulated Depreciation

Sovran Self Storage, Inc.

Schedule III

Combined Real Estate and Accumulated Depreciation

(in thousands)

December 31, 2013

				Initial Cost to Company								Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period																		Life on
Description	ST	Encumbrance		Land				Building, Equipment and Impvmts				Building, Equipment and Impvmts				Land				Building, Equipment and Impvmts				Total				Accum. Deprec.				Date of Const.	Date Acquired	which depr in latest income statement is computed
Charleston	SC				416				1,516				2,180				416				3,696				4,112				1,286			1985	6/26/1995	5 to 40 years
Lakeland	FL				397				1,424				1,590				397				3,014				3,411				1,042			1985	6/26/1995	5 to 40 years
Charlotte	NC				308				1,102				3,383				747				4,046				4,793				902			1986	6/26/1995	5 to 40 years
Youngstown	OH				239				1,110				2,433				239				3,543				3,782				1,016			1980	6/26/1995	5 to 40 years
Cleveland	OH				701				1,659				960				701				2,619				3,320				1,126			1987	6/26/1995	5 to 40 years
Pt. St. Lucie	FL				395				1,501				928				779				2,045				2,824				1,037			1985	6/26/1995	5 to 40 years
Orlando - Deltona	FL				483				1,752				2,184				483				3,936				4,419				1,459			1984	6/26/1995	5 to 40 years
Middletown	NY				224				808				931				224				1,739				1,963				788			1988	6/26/1995	5 to 40 years
Buffalo	NY				423				1,531				3,447				497				4,904				5,401				1,579			1981	6/26/1995	5 to 40 years
Rochester	NY				395				1,404				568				395				1,972				2,367				927			1981	6/26/1995	5 to 40 years
Jacksonville	FL				152				728				3,822				687				4,015				4,702				743			1985	6/26/1995	5 to 40 years
Columbia	SC				268				1,248				604				268				1,852				2,120				855			1985	6/26/1995	5 to 40 years
Boston	MA				363				1,679				786				363				2,465				2,828				1,077			1980	6/26/1995	5 to 40 years
Rochester	NY				230				847				580				234				1,423				1,657				634			1980	6/26/1995	5 to 40 years
Boston	MA				680				1,616				548				680				2,164				2,844				1,013			1986	6/26/1995	5 to 40 years
Savannah	GA				463				1,684				4,643				1,445				5,345				6,790				1,787			1981	6/26/1995	5 to 40 years
Greensboro	NC				444				1,613				2,986				444				4,599				5,043				1,336			1986	6/26/1995	5 to 40 years
Raleigh-Durham	NC				649				2,329				1,347				649				3,676				4,325				1,516			1985	6/26/1995	5 to 40 years
Hartford-New Haven	CT				387				1,402				3,894				387				5,296				5,683				1,039			1985	6/26/1995	5 to 40 years
Atlanta	GA				844				2,021				847				844				2,868				3,712				1,293			1988	6/26/1995	5 to 40 years
Atlanta	GA				302				1,103				563				303				1,665				1,968				761			1988	6/26/1995	5 to 40 years
Buffalo	NY				315				745				3,890				517				4,433				4,950				937			1984	6/26/1995	5 to 40 years
Raleigh-Durham	NC				321				1,150				773				321				1,923				2,244				858			1985	6/26/1995	5 to 40 years
Columbia	SC				361				1,331				737				374				2,055				2,429				976			1987	6/26/1995	5 to 40 years
Columbia	SC				189				719				1,138				189				1,857				2,046				794			1989	6/26/1995	5 to 40 years
Columbia	SC				488				1,188				1,907				488				3,095				3,583				899			1986	6/26/1995	5 to 40 years
Atlanta	GA				430				1,579				2,155				602				3,562				4,164				1,233			1988	6/26/1995	5 to 40 years
Orlando	FL				513				1,930				751				513				2,681				3,194				1,257			1988	6/26/1995	5 to 40 years
Sharon	PA				194				912				557				194				1,469				1,663				657			1975	6/26/1995	5 to 40 years
Ft. Lauderdale	FL				1,503				3,619				979				1,503				4,598				6,101				1,884			1985	6/26/1995	5 to 40 years
West Palm	FL				398				1,035				363				398				1,398				1,796				725			1985	6/26/1995	5 to 40 years
Atlanta	GA				423				1,015				455				424				1,469				1,893				730			1989	6/26/1995	5 to 40 years
Atlanta	GA				483				1,166				1,119				483				2,285				2,768				891			1988	6/26/1995	5 to 40 years
Atlanta	GA				308				1,116				643				308				1,759				2,067				886			1986	6/26/1995	5 to 40 years
Atlanta	GA				170				786				783				174				1,565				1,739				696			1981	6/26/1995	5 to 40 years
Atlanta	GA				413				999				749				413				1,748				2,161				894			1975	6/26/1995	5 to 40 years
Baltimore	MD				154				555				1,408				306				1,811				2,117				676			1984	6/26/1995	5 to 40 years
Baltimore	MD				479				1,742				2,867				479				4,609				5,088				1,511			1988	6/26/1995	5 to 40 years
Melbourne	FL				883				2,104				1,701				883				3,805				4,688				1,679			1986	6/26/1995	5 to 40 years
Newport News	VA				316				1,471				909				316				2,380				2,696				1,088			1988	6/26/1995	5 to 40 years
Pensacola	FL				632				2,962				1,466				651				4,409				5,060				2,102			1983	6/26/1995	5 to 40 years
Hartford	CT				715				1,695				1,243				715				2,938				3,653				1,217			1988	6/26/1995	5 to 40 years
Atlanta	GA				304				1,118				2,679				619				3,482				4,101				1,231			1988	6/26/1995	5 to 40 years
Alexandria	VA				1,375				3,220				2,612				1,376				5,831				7,207				2,376			1984	6/26/1995	5 to 40 years
Pensacola	FL				244				901				507				244				1,408				1,652				740			1986	6/26/1995	5 to 40 years
Melbourne	FL				834				2,066				1,219				1,591				2,528				4,119				1,260			1986	6/26/1995	5 to 40 years
Hartford	CT				234				861				2,040				612				2,523				3,135				925			1992	6/26/1995	5 to 40 years
Atlanta	GA				256				1,244				2,009				256				3,253				3,509				1,211			1988	6/26/1995	5 to 40 years
Norfolk	VA				313				1,462				1,046				313				2,508				2,821				1,146			1984	6/26/1995	5 to 40 years
Norfolk II	VA				278				1,004				453				278				1,457				1,735				707			1989	6/26/1995	5 to 40 years
Birmingham	AL				307				1,415				1,848				385				3,185				3,570				1,141			1990	6/26/1995	5 to 40 years
Birmingham	AL				730				1,725				766				730				2,491				3,221				1,201			1990	6/26/1995	5 to 40 years
Montgomery	AL				863				2,041				840				863				2,881				3,744				1,360			1982	6/26/1995	5 to 40 years
Jacksonville	FL				326				1,515				601				326				2,116				2,442				994			1987	6/26/1995	5 to 40 years
Pensacola	FL				369				1,358				3,011				369				4,369				4,738				1,499			1986	6/26/1995	5 to 40 years
Pensacola	FL				244				1,128				2,740				720				3,392				4,112				916			1990	6/26/1995	5 to 40 years
Pensacola	FL				226				1,046				675				226				1,721				1,947				819			1990	6/26/1995	5 to 40 years
Tampa	FL				1,088				2,597				1,095				1,088				3,692				4,780				1,795			1989	6/26/1995	5 to 40 years
Clearwater	FL				526				1,958				1,225				526				3,183				3,709				1,367			1985	6/26/1995	5 to 40 years
Clearwater-Largo	FL				672				2,439				860				672				3,299				3,971				1,481			1988	6/26/1995	5 to 40 years
Jackson	MS				343				1,580				2,456				796				3,583				4,379				1,187			1990	6/26/1995	5 to 40 years
Jackson	MS				209				964				764				209				1,728				1,937				832			1990	6/26/1995	5 to 40 years
Richmond	VA				443				1,602				947				443				2,549				2,992				1,148			1987	8/25/1995	5 to 40 years
Orlando	FL				1,161				2,755				1,258				1,162				4,012				5,174				1,833			1986	9/29/1995	5 to 40 years
Birmingham	AL				424				1,506				1,166				424				2,672				3,096				1,190			1970	1/16/1996	5 to 40 years
Harrisburg	PA				360				1,641				674				360				2,315				2,675				1,103			1983	12/29/1995	5 to 40 years
Harrisburg	PA				627				2,224				3,832				692				5,991				6,683				1,589			1985	12/29/1995	5 to 40 years
Syracuse	NY				470				1,712				1,410				472				3,120				3,592				1,265			1987	12/27/1995	5 to 40 years
Ft. Myers	FL				205				912				356				206				1,267				1,473				715			1988	12/28/1995	5 to 40 years
Ft. Myers	FL				412				1,703				682				413				2,384				2,797				1,224			1991/94	12/28/1995	5 to 40 years
Newport News	VA				442				1,592				1,339				442				2,931				3,373				1,104			1988/93	1/5/1996	5 to 40 years
Montgomery	AL				353				1,299				790				353				2,089				2,442				858			1984	1/23/1996	5 to 40 years
Charleston	SC				237				858				787				232				1,650				1,882				721			1985	3/1/1996	5 to 40 years
Tampa	FL				766				1,800				721				766				2,521				3,287				1,120			1985	3/28/1996	5 to 40 years
Dallas-Ft.Worth	TX				442				1,767				373				442				2,140				2,582				971			1987	3/29/1996	5 to 40 years
Dallas-Ft.Worth	TX				408				1,662				1,149				408				2,811				3,219				1,190			1986	3/29/1996	5 to 40 years
Dallas-Ft.Worth	TX				328				1,324				400				328				1,724				2,052				778			1986	3/29/1996	5 to 40 years
San Antonio	TX				436				1,759				1,265				436				3,024				3,460				1,254			1986	3/29/1996	5 to 40 years
San Antonio	TX				289				1,161				2,373				289				3,534				3,823				90			2012	3/29/1996	5 to 40 years
Syracuse	NY				481				1,559				2,491				671				3,860				4,531				1,437			1983	6/5/1996	5 to 40 years
Montgomery	AL				279				1,014				1,241				433				2,101				2,534				789			1988	5/21/1996	5 to 40 years
West Palm	FL				345				1,262				484				345				1,746				2,091				750			1986	5/29/1996	5 to 40 years
Ft. Myers	FL				229				884				2,697				383				3,427				3,810				555			1986	5/29/1996	5 to 40 years
Lakeland	FL				359				1,287				1,235				359				2,522				2,881				1,103			1988	6/26/1996	5 to 40 years
Boston - Springfield	MA				251				917				2,350				297				3,221				3,518				1,278			1986	6/28/1996	5 to 40 years
Ft. Myers	FL				344				1,254				536				310				1,824				2,134				789			1987	6/28/1996	5 to 40 years
Cincinnati	OH				557				1,988				858				689				2,714				3,403				624			1988	7/23/1996	5 to 40 years
Baltimore	MD				777				2,770				521				777				3,291				4,068				1,454			1990	7/26/1996	5 to 40 years
Jacksonville	FL				568				2,028				1,145				568				3,173				3,741				1,419			1987	8/23/1996	5 to 40 years
Jacksonville	FL				436				1,635				731				436				2,366				2,802				1,056			1985	8/26/1996	5 to 40 years
Jacksonville	FL				535				2,033				493				538				2,523				3,061				1,198			1987/92	8/30/1996	5 to 40 years
Charlotte	NC				487				1,754				637				487				2,391				2,878				958			1995	9/16/1996	5 to 40 years
Charlotte	NC				315				1,131				458				315				1,589				1,904				677			1995	9/16/1996	5 to 40 years
Orlando	FL				314				1,113				1,241				314				2,354				2,668				956			1975	10/30/1996	5 to 40 years
Rochester	NY				704				2,496				2,436				707				4,929				5,636				1,585			1990	12/20/1996	5 to 40 years
Youngstown	OH				600				2,142				2,291				693				4,340				5,033				1,402			1988	1/10/1997	5 to 40 years
Cleveland	OH				751				2,676				2,063				751				4,739				5,490				1,851			1986	1/10/1997	5 to 40 years
Cleveland	OH				725				2,586				2,205				725				4,791				5,516				1,711			1978	1/10/1997	5 to 40 years
Cleveland	OH				637				2,918				1,957				701				4,811				5,512				2,159			1979	1/10/1997	5 to 40 years
Cleveland	OH				495				1,781				1,094				495				2,875				3,370				1,216			1979	1/10/1997	5 to 40 years
Cleveland	OH				761				2,714				1,579				761				4,293				5,054				1,783			1977	1/10/1997	5 to 40 years
Cleveland	OH				418				1,921				2,893				418				4,814				5,232				1,557			1970	1/10/1997	5 to 40 years
Cleveland	OH				606				2,164				1,463				606				3,627				4,233				1,308			1982	1/10/1997	5 to 40 years
San Antonio	TX				474				1,686				506				504				2,162				2,666				879			1981	1/30/1997	5 to 40 years
San Antonio	TX				346				1,236				535				346				1,771				2,117				721			1985	1/30/1997	5 to 40 years
San Antonio	TX				432				1,560				1,799				432				3,359				3,791				1,317			1995	1/30/1997	5 to 40 years
Houston-Beaumont	TX				634				2,565				1,352				634				3,917				4,551				1,577			1993/95	3/26/1997	5 to 40 years
Houston-Beaumont	TX				566				2,279				479				566				2,758				3,324				1,138			1995	3/26/1997	5 to 40 years
Houston-Beaumont	TX				293				1,357				612				293				1,969				2,262				782			1995	3/26/1997	5 to 40 years
Lynchburg-Lakeside	VA				335				1,342				1,500				335				2,842				3,177				1,070			1982	3/31/1997	5 to 40 years
Lynchburg-Timberlake	VA				328				1,315				1,035				328				2,350				2,678				1,004			1985	3/31/1997	5 to 40 years
Lynchburg-Amherst	VA				155				710				408				152				1,121				1,273				520			1987	3/31/1997	5 to 40 years
Chesapeake	VA				260				1,043				3,467				260				4,510				4,770				1,091			1988/95	3/31/1997	5 to 40 years
Orlando-W 25th St	FL				289				1,160				2,035				616				2,868				3,484				693			1984	3/31/1997	5 to 40 years
Delray	FL				491				1,756				721				491				2,477				2,968				1,116			1969	4/11/1997	5 to 40 years
Savannah	GA				296				1,196				539				296				1,735				2,031				717			1988	5/8/1997	5 to 40 years
Delray	FL				921				3,282				640				921				3,922				4,843				1,704			1980	5/21/1997	5 to 40 years
Cleveland-Avon	OH				301				1,214				2,268				304				3,479				3,783				1,139			1989	6/4/1997	5 to 40 years
Dallas-Fort Worth	TX				965				3,864				1,498				943				5,384				6,327				2,222			1977	6/30/1997	5 to 40 years
Dallas-Fort Worth	TX				370				1,486				722				370				2,208				2,578				983			1975	6/30/1997	5 to 40 years
Atlanta-Alpharetta	GA				1,033				3,753				638				1,033				4,391				5,424				1,858			1994	7/24/1997	5 to 40 years
Atlanta-Marietta	GA				769				2,788				534				825				3,266				4,091				1,378			1996	7/24/1997	5 to 40 years
Atlanta-Doraville	GA				735				3,429				434				735				3,863				4,598				1,660			1995	8/21/1997	5 to 40 years
Greensboro-Hilltop	NC				268				1,097				427				231				1,561				1,792				655			1995	9/25/1997	5 to 40 years
Greensboro-StgCch	NC				89				376				1,714				89				2,090				2,179				726			1997	9/25/1997	5 to 40 years
Baton Rouge-Airline	LA				396				1,831				1,098				421				2,904				3,325				1,126			1982	10/9/1997	5 to 40 years
Baton Rouge-Airline2	LA				282				1,303				435				282				1,738				2,020				750			1985	11/21/1997	5 to 40 years
Harrisburg-Peiffers	PA				635				2,550				585				637				3,133				3,770				1,342			1984	12/3/1997	5 to 40 years
Chesapeake-Military	VA				542				2,210				432				542				2,642				3,184				1,070			1996	2/5/1998	5 to 40 years
Chesapeake-Volvo	VA				620				2,532				1,143				620				3,675				4,295				1,400			1995	2/5/1998	5 to 40 years
Virginia Beach-Shell	VA				540				2,211				393				540				2,604				3,144				1,084			1991	2/5/1998	5 to 40 years
Virginia Beach-Central	VA				864				3,994				994				864				4,988				5,852				1,995			1993/95	2/5/1998	5 to 40 years
Norfolk-Naval Base	VA				1,243				5,019				913				1,243				5,932				7,175				2,378			1975	2/5/1998	5 to 40 years
Tampa-E.Hillsborough	FL				709				3,235				885				709				4,120				4,829				1,759			1985	2/4/1998	5 to 40 years
Boston-Northbridge	MA				441				1,788				1,090				694				2,625				3,319				559			1988	2/9/1998	5 to 40 years
Middletown-Harriman	NY				843				3,394				776				843				4,170				5,013				1,696			1989/95	2/4/1998	5 to 40 years
Greensboro-High Point	NC				397				1,834				645				397				2,479				2,876				1,021			1993	2/10/1998	5 to 40 years
Lynchburg-Timberlake	VA				488				1,746				629				488				2,375				2,863				947			1990/96	2/18/1998	5 to 40 years
Titusville	FL				492				1,990				1,157				688				2,951				3,639				668			1986/90	2/25/1998	5 to 40 years
Boston-Salem	MA				733				2,941				1,337				733				4,278				5,011				1,796			1979	3/3/1998	5 to 40 years
Providence	RI				345				1,268				1,991				486				3,118				3,604				908			1984	6/26/1995	5 to 40 years
Chattanooga-Lee Hwy	TN				384				1,371				607				384				1,978				2,362				847			1987	3/27/1998	5 to 40 years
Chattanooga-Hwy 58	TN				296				1,198				2,209				414				3,289				3,703				1,008			1985	3/27/1998	5 to 40 years
Ft. Oglethorpe	GA				349				1,250				1,674				464				2,809				3,273				805			1989	3/27/1998	5 to 40 years
Birmingham-Walt	AL				544				1,942				1,206				544				3,148				3,692				1,276			1984	3/27/1998	5 to 40 years
Providence	RI				702				2,821				3,798				702				6,619				7,321				1,744			1984/88	3/26/1998	5 to 40 years
Raleigh-Durham	NC				775				3,103				895				775				3,998				4,773				1,572			1988/91	4/9/1998	5 to 40 years
Raleigh-Durham	NC				940				3,763				826				940				4,589				5,529				1,845			1990/96	4/9/1998	5 to 40 years
Salem-Policy	NH				742				2,977				522				742				3,499				4,241				1,377			1980	4/7/1998	5 to 40 years
Youngstown-Warren	OH				522				1,864				1,365				569				3,182				3,751				1,192			1986	4/22/1998	5 to 40 years
Youngstown-Warren	OH				512				1,829				1,976				633				3,684				4,317				1,224			1986	4/22/1998	5 to 40 years
Melbourne	FL				662				2,654				1,852				662				4,506				5,168				1,108			1985	6/2/1998	5 to 40 years
Jackson	MS				744				3,021				219				744				3,240				3,984				1,298			1995	5/13/1998	5 to 40 years
Houston-Katy	TX				419				1,524				3,945				419				5,469				5,888				1,204			1994	5/20/1998	5 to 40 years
Hollywood-Sheridan	FL				1,208				4,854				597				1,208				5,451				6,659				2,167			1988	7/1/1998	5 to 40 years
Pompano Beach-Atlantic	FL				944				3,803				545				944				4,348				5,292				1,805			1985	7/1/1998	5 to 40 years
Pompano Beach-Sample	FL				903				3,643				426				903				4,069				4,972				1,652			1988	7/1/1998	5 to 40 years
Boca Raton-18th St	FL				1,503				6,059				-1,990				851				4,721				5,572				1,895			1991	7/1/1998	5 to 40 years
Vero Beach	FL				489				1,813				1,698				584				3,416				4,000				856			1997	6/12/1998	5 to 40 years
Houston-Humble	TX				447				1,790				2,382				740				3,879				4,619				1,228			1986	6/16/1998	5 to 40 years
Houston-Old Katy	TX				659				2,680				553				698				3,194				3,892				1,086			1996	6/19/1998	5 to 40 years
Houston-Webster	TX				635				2,302				175				635				2,477				3,112				988			1997	6/19/1998	5 to 40 years
Dallas-Fort Worth	TX				548				1,988				382				548				2,370				2,918				917			1997	6/19/1998	5 to 40 years
Hollywood-N.21st	FL				840				3,373				581				840				3,954				4,794				1,600			1987	8/3/1998	5 to 40 years
San Marcos	TX				324				1,493				2,118				324				3,611				3,935				1,074			1994	6/30/1998	5 to 40 years
Austin-McNeil	TX				492				1,995				2,499				510				4,476				4,986				1,163			1994	6/30/1998	5 to 40 years
Austin-FM	TX				484				1,951				585				481				2,539				3,020				979			1996	6/30/1998	5 to 40 years
Dallas-Fort Worth	TX				550				1,998				847				550				2,845				3,395				1,005			1996	9/29/1998	5 to 40 years
Dallas-Fort Worth	TX				670				2,407				1,691				670				4,098				4,768				1,343			1996	10/9/1998	5 to 40 years
Cincinnati-Batavia	OH				390				1,570				1,060				390				2,630				3,020				903			1988	11/19/1998	5 to 40 years
Jackson-N.West	MS				460				1,642				562				460				2,204				2,664				965			1984	12/1/1998	5 to 40 years
Houston-Katy	TX				507				2,058				1,705				507				3,763				4,270				1,160			1993	12/15/1998	5 to 40 years
Providence	RI				447				1,776				902				447				2,678				3,125				1,043			1986/94	2/2/1999	5 to 40 years
Lafayette-Pinhook 1	LA				556				1,951				1,154				556				3,105				3,661				1,340			1980	2/17/1999	5 to 40 years
Lafayette-Pinhook2	LA				708				2,860				366				708				3,226				3,934				1,238			1992/94	2/17/1999	5 to 40 years
Lafayette-Ambassador	LA				314				1,095				866				314				1,961				2,275				859			1975	2/17/1999	5 to 40 years
Lafayette-Evangeline	LA				188				652				1,593				188				2,245				2,433				888			1977	2/17/1999	5 to 40 years
Lafayette-Guilbeau	LA				963				3,896				933				963				4,829				5,792				1,720			1994	2/17/1999	5 to 40 years
Phoenix-Gilbert	AZ				651				2,600				1,220				772				3,699				4,471				1,279			1995	5/18/1999	5 to 40 years
Phoenix-Glendale	AZ				565				2,596				633				565				3,229				3,794				1,204			1997	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ				330				1,309				2,536				733				3,442				4,175				864			1986	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ				339				1,346				665				339				2,011				2,350				718			1986	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ				291				1,026				1,024				291				2,050				2,341				658			1976	5/18/1999	5 to 40 years
Phoenix-Mesa	AZ				354				1,405				487				354				1,892				2,246				755			1986	5/18/1999	5 to 40 years
Phoenix-Camelback	AZ				453				1,610				916				453				2,526				2,979				992			1984	5/18/1999	5 to 40 years
Phoenix-Bell	AZ				872				3,476				3,518				872				6,994				7,866				1,772			1984	5/18/1999	5 to 40 years
Phoenix-35th Ave	AZ				849				3,401				750				849				4,151				5,000				1,557			1996	5/21/1999	5 to 40 years
Portland	ME				410				1,626				1,919				410				3,545				3,955				1,144			1988	8/2/1999	5 to 40 years
Cocoa	FL				667				2,373				837				667				3,210				3,877				1,227			1982	9/29/1999	5 to 40 years
Dallas-Fort Worth	TX				335				1,521				557				335				2,078				2,413				768			1985	11/9/1999	5 to 40 years
Middletown-Monroe	NY				276				1,312				1,228				276				2,540				2,816				801			1998	2/2/2000	5 to 40 years
Boston - N. Andover	MA				633				2,573				946				633				3,519				4,152				1,174			1989	2/15/2000	5 to 40 years
Houston-Seabrook	TX				633				2,617				429				633				3,046				3,679				1,117			1996	3/1/2000	5 to 40 years
Ft. Lauderdale	FL				384				1,422				627				384				2,049				2,433				723			1994	5/2/2000	5 to 40 years
Birmingham-Bessemer	AL				254				1,059				1,331				254				2,390				2,644				678			1998	11/15/2000	5 to 40 years
Brewster	NY				1,716				6,920				179				1,981				6,834				8,815				1,408			1991/97	12/27/2000	5 to 40 years
Austin-Lamar	TX				837				2,977				593				966				3,441				4,407				826			1996/99	2/22/2001	5 to 40 years
Houston	TX				733				3,392				728				841				4,012				4,853				933			1993/97	3/2/2001	5 to 40 years
Ft.Myers	FL				787				3,249				537				902				3,671				4,573				890			1997	3/13/2001	5 to 40 years
Boston-Dracut	MA				1,035				3,737				665				1,104				4,333				5,437				1,382			1986	12/1/2001	5 to 40 years
Boston-Methuen	MA				1,024				3,649				746				1,091				4,328				5,419				1,326			1984	12/1/2001	5 to 40 years
Columbia	SC				883				3,139				1,302				942				4,382				5,324				1,265			1985	12/1/2001	5 to 40 years
Myrtle Beach	SC				552				1,970				991				588				2,925				3,513				910			1984	12/1/2001	5 to 40 years
Kingsland	GA				470				1,902				3,139				666				4,845				5,511				1,142			1989	12/1/2001	5 to 40 years
Saco	ME				534				1,914				417				570				2,295				2,865				706			1988	12/3/2001	5 to 40 years
Boston-Plymouth	MA				1,004				4,584				2,325				1,004				6,909				7,913				1,753			1996	12/19/2001	5 to 40 years
Boston-Sandwich	MA				670				3,060				540				714				3,556				4,270				1,081			1984	12/19/2001	5 to 40 years
Syracuse	NY				294				1,203				1,106				327				2,276				2,603				571			1987	2/5/2002	5 to 40 years
Houston	TX				517				2,090				1,549				553				3,603				4,156				999			1979/83	2/13/2002	5 to 40 years
Dallas-Fort Worth	TX				734				2,956				736				784				3,642				4,426				1,088			1984	2/13/2002	5 to 40 years
Dallas-Fort Worth	TX				394				1,595				354				421				1,922				2,343				610			1985	2/13/2002	5 to 40 years
San Antonio-Hunt	TX				381				1,545				1,341				618				2,649				3,267				762			1980	2/13/2002	5 to 40 years
Houston-Humble	TX				919				3,696				524				919				4,220				5,139				1,225			1998/02	6/19/2002	5 to 40 years
Houston-Pasadena	TX				612				2,468				369				612				2,837				3,449				821			1999	6/19/2002	5 to 40 years
Houston-League City	TX				689				3,159				532				689				3,691				4,380				1,036			1994/97	6/19/2002	5 to 40 years
Houston-Montgomery	TX				817				3,286				2,189				1,119				5,173				6,292				1,285			1998	6/19/2002	5 to 40 years
Houston	TX				407				1,650				220				407				1,870				2,277				569			1997	6/19/2002	5 to 40 years
Houston-Beaumont	TX				817				3,287				360				817				3,647				4,464				1,079			1996	6/19/2002	5 to 40 years
The Hamptons	NY				2,207				8,866				700				2,207				9,566				11,773				2,743			1989/95	12/16/2002	5 to 40 years
The Hamptons	NY				1,131				4,564				556				1,131				5,120				6,251				1,420			1998	12/16/2002	5 to 40 years
The Hamptons	NY				635				2,918				415				635				3,333				3,968				913			1997	12/16/2002	5 to 40 years
The Hamptons	NY				1,251				5,744				460				1,252				6,203				7,455				1,714			1994/98	12/16/2002	5 to 40 years
Dallas-Fort Worth	TX				1,039				4,201				154				1,039				4,355				5,394				1,147			1995/99	8/26/2003	5 to 40 years
Dallas-Fort Worth	TX				827				3,776				462				827				4,238				5,065				1,083			1998/01	10/1/2003	5 to 40 years
Stamford	CT				2,713				11,013				392				2,713				11,405				14,118				2,997			1998	3/17/2004	5 to 40 years
Houston-Tomball	TX				773				3,170				1,801				773				4,971				5,744				1,186			2000	5/19/2004	5 to 40 years
Houston-Conroe	TX				1,195				4,877				241				1,195				5,118				6,313				1,282			2001	5/19/2004	5 to 40 years
Houston-Spring	TX				1,103				4,550				316				1,103				4,866				5,969				1,249			2001	5/19/2004	5 to 40 years
Houston-Bissonnet	TX				1,061				4,427				2,740				1,061				7,167				8,228				1,600			2003	5/19/2004	5 to 40 years
Houston-Alvin	TX				388				1,640				892				388				2,532				2,920				576			2003	5/19/2004	5 to 40 years
Clearwater	FL				1,720				6,986				142				1,720				7,128				8,848				1,763			2001	6/3/2004	5 to 40 years
Houston-Missouri City	TX				1,167				4,744				3,518				1,566				7,863				9,429				1,564			1998	6/23/2004	5 to 40 years
Chattanooga-Hixson	TN				1,365				5,569				1,513				1,365				7,082				8,447				1,720			1998/02	8/4/2004	5 to 40 years
Austin-Round Rock	TX				2,047				5,857				782				1,976				6,710				8,686				1,627			2000	8/5/2004	5 to 40 years
Syracuse - Cicero	NY				527				2,121				730				527				2,851				3,378				708			1988/02	3/16/2005	5 to 40 years
Long Island-Bayshore	NY				1,131				4,609				164				1,131				4,773				5,904				1,093			2003	3/15/2005	5 to 40 years
Boston-Springfield	MA				612				2,501				197				612				2,698				3,310				640			1965/75	4/12/2005	5 to 40 years
Stamford	CT				1,612				6,585				225				1,612				6,810				8,422				1,608			2002	4/14/2005	5 to 40 years
Houston-Jones	TX				1,214				4,949				171				1,215				5,119				6,334				1,144			1997/99	6/6/2005	5 to 40 years
Montgomery-Richard	AL				1,906				7,726				265				1,906				7,991				9,897				1,806			1997	6/1/2005	5 to 40 years
Boston-Oxford	MA				470				1,902				1,641				470				3,543				4,013				696			2002	6/23/2005	5 to 40 years
Austin-290E	TX				537				2,183				-287				491				1,942				2,433				488			2003	7/12/2005	5 to 40 years
SanAntonio-Marbach	TX				556				2,265				481				556				2,746				3,302				597			2003	7/12/2005	5 to 40 years
Austin-South 1st	TX				754				3,065				217				754				3,282				4,036				766			2003	7/12/2005	5 to 40 years
Houston-Pinehurst	TX				484				1,977				1,479				484				3,456				3,940				672			2002/04	7/12/2005	5 to 40 years
Atlanta-Marietta	GA				811				3,397				511				811				3,908				4,719				877			2003	9/15/2005	5 to 40 years
Baton Rouge	LA				719				2,927				2,529				719				5,456				6,175				829			1984/94	11/15/2005	5 to 40 years
Houston-Cypress	TX				721				2,994				1,173				721				4,167				4,888				862			2003	1/13/2006	5 to 40 years
San Marcos-Hwy 35S	TX				628				2,532				567				982				2,745				3,727				556			2001	1/10/2006	5 to 40 years
Houston-Baytown	TX				596				2,411				125				596				2,536				3,132				541			2002	1/10/2006	5 to 40 years
Rochester	NY				937				3,779				175				937				3,954				4,891				808			2002/06	2/1/2006	5 to 40 years
Houston-Jones Rd 2	TX				707				2,933				2,736				707				5,669				6,376				1,035			2000	3/9/2006	5 to 40 years
Lafayette	LA				411				1,621				209				411				1,830				2,241				419			1997	4/13/2006	5 to 40 years
Lafayette	LA				463				1,831				121				463				1,952				2,415				409			2001/04	4/13/2006	5 to 40 years
Lafayette	LA				601				2,406				1,342				601				3,748				4,349				728			2002	4/13/2006	5 to 40 years
Lafayette	LA				542				1,319				2,146				542				3,465				4,007				612			1997/99	4/13/2006	5 to 40 years
Manchester	NH				832				3,268				143				832				3,411				4,243				691			2000	4/26/2006	5 to 40 years
Nashua	NH				617				2,422				553				617				2,975				3,592				584			1989	6/29/2006	5 to 40 years
Clearwater-Largo	FL				1,270				5,037				219				1,270				5,256				6,526				1,052			1998	6/22/2006	5 to 40 years
Clearwater-Pinellas Park	FL				929				3,676				177				929				3,853				4,782				755			2000	6/22/2006	5 to 40 years
Clearwater-Tarpon Spg.	FL				696				2,739				151				696				2,890				3,586				581			1999	6/22/2006	5 to 40 years
New Orleans	LA				1,220				4,805				195				1,220				5,000				6,220				989			2000	6/22/2006	5 to 40 years
St Louis-Meramec	MO				1,113				4,359				349				1,113				4,708				5,821				919			1999	6/22/2006	5 to 40 years
St Louis-Charles Rock	MO				766				3,040				1,370				766				4,410				5,176				636			1999	6/22/2006	5 to 40 years
St Louis-Shackelford	MO				828				3,290				193				828				3,483				4,311				691			1999	6/22/2006	5 to 40 years
St Louis-W.Washington	MO				734				2,867				724				734				3,591				4,325				753			1980/01	6/22/2006	5 to 40 years
St Louis-Howdershell	MO				899				3,596				263				899				3,859				4,758				759			2000	6/22/2006	5 to 40 years
St Louis-Lemay Ferry	MO				890				3,552				372				890				3,924				4,814				756			1999	6/22/2006	5 to 40 years
St Louis-Manchester	MO				697				2,711				141				697				2,852				3,549				565			2000	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX				1,256				4,946				318				1,256				5,264				6,520				1,025			1998/03	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX				605				2,434				125				605				2,559				3,164				497			2004	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX				607				2,428				165				607				2,593				3,200				508			2004	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX				1,073				4,276				75				1,073				4,351				5,424				855			2003	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX				549				2,180				1,117				549				3,297				3,846				522			1998	6/22/2006	5 to 40 years
Dallas-Fort Worth	TX				644				2,542				90				644				2,632				3,276				521			1999	6/22/2006	5 to 40 years
San Antonio-Blanco	TX				963				3,836				160				963				3,996				4,959				792			2004	6/22/2006	5 to 40 years
San Antonio-Broadway	TX				773				3,060				1,739				773				4,799				5,572				658			2000	6/22/2006	5 to 40 years
San Antonio-Huebner	TX				1,175				4,624				225				1,175				4,849				6,024				929			1998	6/22/2006	5 to 40 years
Chattanooga-Lee Hwy II	TN				619				2,471				130				619				2,601				3,220				502			2002	8/7/2006	5 to 40 years
Lafayette	LA				699				2,784				1,960				699				4,744				5,443				849			1995/99	8/1/2006	5 to 40 years
Montgomery-E.S.Blvd	AL				1,158				4,639				871				1,158				5,510				6,668				1,041			1996/97	9/28/2006	5 to 40 years
Auburn-Pepperell Pkwy	AL				590				2,361				379				590				2,740				3,330				500			1998	9/28/2006	5 to 40 years
Auburn-Gatewood Dr	AL				694				2,758				230				694				2,988				3,682				551			2002/03	9/28/2006	5 to 40 years
Columbus-Williams Rd	GA				736				2,905				215				736				3,120				3,856				604			4/6/2002	9/28/2006	5 to 40 years
Columbus-Miller Rd	GA				975				3,854				1,261				975				5,115				6,090				669			1995	9/28/2006	5 to 40 years
Columbus-Armour Rd	GA				0				3,680				165				0				3,845				3,845				731			2004/05	9/28/2006	5 to 40 years
Columbus-Amber Dr	GA				439				1,745				188				439				1,933				2,372				367			1998	9/28/2006	5 to 40 years
Concord	NH				813				3,213				2,005				813				5,218				6,031				871			2000	10/31/2006	5 to 40 years
Buffalo-Langner Rd	NY				532				2,119				2,008				532				4,127				4,659				533			1993/07	3/30/2007	5 to 40 years
Buffalo-Transit Rd	NY				437				1,794				660				437				2,454				2,891				398			1998	3/30/2007	5 to 40 years
Buffalo-Lake Ave	NY				638				2,531				535				638				3,066				3,704				565			1997	3/30/2007	5 to 40 years
Buffalo-Union Rd	NY				348				1,344				206				348				1,550				1,898				276			1998	3/30/2007	5 to 40 years
Buffalo-NF Blvd	NY				323				1,331				85				323				1,416				1,739				265			1998	3/30/2007	5 to 40 years
Buffalo-Young St	NY				315				2,185				966				316				3,150				3,466				499			1999/00	3/30/2007	5 to 40 years
Buffalo-Sheridan Dr	NY				961				3,827				2,363				961				6,190				7,151				758			1999	3/30/2007	5 to 40 years
Bufrfalo-Transit Rd	NY				375				1,498				293				375				1,791				2,166				363			1990/95	3/30/2007	5 to 40 years
Rochester-Phillips Rd	NY				1,003				4,002				118				1,003				4,120				5,123				716			1999	3/30/2007	5 to 40 years
Greenville	MS				1,100				4,386				632				1,100				5,018				6,118				891			1994	1/11/2007	5 to 40 years
Houston-Beaumont	TX				929				3,647				171				930				3,817				4,747				691			2002/04	3/8/2007	5 to 40 years
Houston-Beaumont	TX				1,537				6,018				325				1,537				6,343				7,880				1,130			2003/06	3/8/2007	5 to 40 years
Huntsville-Memorial	AL				1,607				6,338				901				1,677				7,169				8,846				1,160			1989/06	6/1/2007	5 to 40 years
Huntsville-Madison 1	AL				1,016				4,013				285				1,017				4,297				5,314				766			1993/07	6/1/2007	5 to 40 years
Bilox-Gulfport	MS				1,423				5,624				166				1,423				5,790				7,213				983			1998/05	6/1/2007	5 to 40 years
Huntsville-Hwy 72	AL				1,206				4,775				248				1,206				5,023				6,229				853			1998/06	6/1/2007	5 to 40 years
Mobile-Airport Blvd	AL				1,216				4,819				314				1,216				5,133				6,349				905			2000/07	6/1/2007	5 to 40 years
Bilox-Gulfport	MS				1,345				5,325				54				1,301				5,423				6,724				913			2002/04	6/1/2007	5 to 40 years
Huntsville-Madison 2	AL				1,164				4,624				229				1,164				4,853				6,017				827			2002/06	6/1/2007	5 to 40 years
Foley-Hwy 59	AL				1,346				5,474				290				1,347				5,763				7,110				999			2003/06	6/1/2007	5 to 40 years
Pensacola 6-Nine Mile	FL				1,029				4,180				135				1,029				4,315				5,344				809			2003/06	6/1/2007	5 to 40 years
Auburn-College St	AL				686				2,732				141				686				2,873				3,559				519			2003	6/1/2007	5 to 40 years
Biloxi-Gulfport	MS				1,811				7,152				96				1,811				7,248				9,059				1,214			2004/06	6/1/2007	5 to 40 years
Pensacola 7-Hwy 98	FL				732				3,015				70				732				3,085				3,817				558			2006	6/1/2007	5 to 40 years
Montgomery-Arrowhead	AL				1,075				4,333				143				1,076				4,475				5,551				761			2006	6/1/2007	5 to 40 years
Montgomery-McLemore	AL				885				3,586				75				885				3,661				4,546				624			2006	6/1/2007	5 to 40 years
San Antonio-Foster	TX				676				2,685				327				676				3,012				3,688				531			2003/06	5/21/2007	5 to 40 years
Houston-Beaumont	TX				742				3,024				163				742				3,187				3,929				527			2002/05	11/14/2007	5 to 40 years
Hattiesburg-Clasic	MS				444				1,799				151				444				1,950				2,394				315			1998	12/19/2007	5 to 40 years
Biloxi-Ginger	MS				384				1,548				103				384				1,651				2,035				255			2000	12/19/2007	5 to 40 years
Foley-7905 St Hwy 59	AL				437				1,757				170				437				1,927				2,364				292			2000	12/19/2007	5 to 40 years
Jackson-Ridgeland	MS				1,479				5,965				457				1,479				6,422				7,901				986			1997/00	1/17/2008	5 to 40 years
Jackson-5111	MS				1,337				5,377				138				1,337				5,515				6,852				844			2003	1/17/2008	5 to 40 years
Cincinnati-Robertson	OH				852				3,409				198				852				3,607				4,459				468			2003/04	12/31/2008	5 to 40 years
Richmond-Bridge Rd	VA				1,047				5,981				19				1,047				6,000				7,047				726			2009	10/1/2009	5 to 40 years
Raleigh-Durham	NC				846				4,095				75				846				4,170				5,016				332			2000	12/28/2010	5 to 40 years
Charlotte-Wallace	NC				961				3,702				108				961				3,810				4,771				302			2008	12/29/2010	5 to 40 years
Raleigh-Durham	NC				574				3,975				89				575				4,063				4,638				319			2008	12/29/2010	5 to 40 years
Charlotte-Westmoreland	NC				513				5,317				30				513				5,347				5,860				415			2009	12/29/2010	5 to 40 years
Charlotte-Matthews	NC				1,129				4,767				70				1,129				4,837				5,966				385			2009	12/29/2010	5 to 40 years
Raleigh-Durham	NC				381				3,575				38				381				3,613				3,994				286			2008	12/29/2010	5 to 40 years
Charlotte-Zeb Morris	NC				965				3,355				38				965				3,393				4,358				267			2007	12/29/2010	5 to 40 years
Fair Lawn-Wagaraw	PA				796				9,467				78				796				9,545				10,341				628			1999	7/14/2011	5 to 40 years
Elizabeth-Allen	PA				885				3,073				-276				885				2,797				3,682				188			1988	7/14/2011	5 to 40 years
Saint Louis-High Ridge	MO				197				2,132				31				197				2,163				2,360				167			2007	7/28/2011	5 to 40 years
Atlanta-Decatur	GA				1,043				8,252				53				1,043				8,305				9,348				502			2006	8/17/2011	5 to 40 years
Houston-Humble	TX				825				4,201				220				825				4,421				5,246				281			1993	9/22/2011	5 to 40 years
Dallas-Fort Worth	TX						693				3,552				55				693				3,607				4,300				231		2001	9/22/2011	5 to 40 years
Houston-Hwy 6N	TX						1,243				3,106				86				1,243				3,192				4,435				209		2000	9/22/2011	5 to 40 years
Austin-Cedar Park	TX						1,559				2,727				60				1,559				2,787				4,346				184		1998	9/22/2011	5 to 40 years
Houston-Katy	TX						691				4,435				86				691				4,521				5,212				281		2000	9/22/2011	5 to 40 years
Houston-Deer Park	TX						1,012				3,312				158				1,012				3,470				4,482				208		1998	9/22/2011	5 to 40 years
Houston-W.Little York	TX						575				3,557				103				575				3,660				4,235				241		1998	9/22/2011	5 to 40 years
Houston-Pasadena	TX						705				4,223				144				705				4,367				5,072				267		2000	9/22/2011	5 to 40 years
Houston-Friendswood	TX						1,168				2,315				110				1,168				2,425				3,593				162		1994	9/22/2011	5 to 40 years
Houston-Spring	TX						2,152				3,027				193				2,152				3,220				5,372				210		1993	9/22/2011	5 to 40 years
Houston-W.Sam Houston	TX						402				3,602				90				402				3,692				4,094				219		1999	9/22/2011	5 to 40 years
Austin-Pond Springs Rd	TX						1,653				4,947				115				1,653				5,062				6,715				306		1984	9/22/2011	5 to 40 years
Houston-Spring	TX						1,474				4,500				62				1,474				4,562				6,036				286		2006	9/22/2011	5 to 40 years
Austin-Round Rock	TX						177				3,223				90				177				3,313				3,490				208		1999	9/22/2011	5 to 40 years
Houston-Silverado Dr	TX						1,438				4,583				86				1,438				4,669				6,107				286		2000	9/22/2011	5 to 40 years
Houston-Sugarland	TX						272				3,236				155				272				3,391				3,663				215		2001	9/22/2011	5 to 40 years
Houston-Westheimer Rd	TX						536				2,687				118				536				2,805				3,341				172		1997	9/22/2011	5 to 40 years
Houston-Wilcrest Dr	TX						1,478				4,145				122				1,478				4,267				5,745				255		1999	9/22/2011	5 to 40 years
Houston-Woodlands	TX						1,315				6,142				150				1,315				6,292				7,607				365		1977	9/22/2011	5 to 40 years
Houston-Woodlands	TX						3,189				3,974				86				3,189				4,060				7,249				237		2000	9/22/2011	5 to 40 years
Houston-Katy Freeway	TX						1,049				5,175				474				1,049				5,649				6,698				330		1999	9/22/2011	5 to 40 years
Houston-Webster	TX		2,254				2,054				2,138				349				2,054				2,487				4,541				152		1982	9/22/2011	5 to 40 years
Newport News	VA						2,848				5,892				60				2,848				5,952				8,800				364		2004	9/29/2011	5 to 40 years
Pensacola	FL						197				4,281				140				197				4,421				4,618				251		1996	11/15/2011	5 to 40 years
Miami	FL						2,960				12,077				55				2,960				12,132				15,092				487		2005	5/16/2012	5 to 40 years
Chicago - Lake Forest	IL						1,932				11,606				60				1,932				11,666				13,598				471		1996/2004	6/6/2012	5 to 40 years
Chicago - Schaumburg	IL						1,940				4,880				159				1,940				5,039				6,979				209		1998	6/6/2012	5 to 40 years
Norfolk	VA						911				5,862				47				911				5,909				6,820				233		2007	6/20/2012	5 to 40 years
Atlanta	GA						1,560				6,766				53				1,560				6,819				8,379				259		2009	7/18/2012	5 to 40 years
Jacksonville - Middlebrg	FL						664				5,719				40				664				5,759				6,423				190		2008	9/18/2012	5 to 40 years
Jacksonville - Orange Pk.	FL						772				3,882				53				772				3,935				4,707				132		2007	9/18/2012	5 to 40 years
St. Augustine	FL						739				3,858				39				739				3,897				4,636				133		2007	9/18/2012	5 to 40 years
Atlanta - NE Expressway	GA						1,384				9,266				45				1,384				9,311				10,695				307		2009	9/18/2012	5 to 40 years
Atlanta - Kennesaw	GA						856				4,315				46				856				4,361				5,217				145		2008	9/18/2012	5 to 40 years
Atlanta - Lawrenceville	GA						855				3,838				76				855				3,914				4,769				131		2007	9/18/2012	5 to 40 years
Atlanta - Woodstock	GA						1,342				4,692				57				1,342				4,749				6,091				160		2009	9/18/2012	5 to 40 years
Raleigh-Durham	NC						2,337				4,901				102				2,337				5,003				7,340				165		2002	9/19/2012	5 to 40 years
Chicago - Lindenhurst	IL						1,213				3,129				82				1,213				3,211				4,424				109		1999/2006	9/27/2012	5 to 40 years
Chicago - Orland Park	IL						1,050				5,894				72				1,050				5,966				7,016				171		2007	12/10/2012	5 to 40 years
Bradenton	FL						1,501				3,775				38				1,501				3,813				5,314				99		1997	12/21/2012	5 to 40 years
Ft. Myers - Cleveland	FL						515				2,280				41				515				2,321				2,836				62		1998	12/21/2012	5 to 40 years
Clearwater - Drew St.	FL						1,234				4,018				27				1,234				4,045				5,279				105		2000	12/21/2012	5 to 40 years
Clearwater	FL						1,555				5,978				29				1,555				6,007				7,562				155		2000	12/21/2012	5 to 40 years
Chicago - Aurora	IL						269				3,126				47				269				3,173				3,442				82		2010	12/31/2012	5 to 40 years
Phoenix	AZ						910				3,656				47				910				3,703				4,613				101		2008	12/18/2012	5 to 40 years
Chicago - North Austin	IL						2,593				5,029				75				2,593				5,104				7,697				135		2005	12/20/2012	5 to 40 years
Chicago - North Western	IL						1,718				6,466				63				1,718				6,529				8,247				166		2005	12/20/2012	5 to 40 years
Chicago - West Pershing	IL						395				3,226				46				395				3,272				3,667				83		2008	12/20/2012	5 to 40 years
Austin-Cedar Park	TX						1,246				5,740				50				1,246				5,790				7,036				152		2006	12/27/2012	5 to 40 years
Chicago - N. Broadway	IL						2,373				9,869				22				2,373				9,891				12,264				252		2011	12/20/2012	5 to 40 years
Austin-Round Rock	TX						774				3,327				21				774				3,348				4,122				88		2004	12/27/2012	5 to 40 years
Austin-Round Rock	TX						632				1,985				35				632				2,020				2,652				59		2007	12/27/2012	5 to 40 years
San Antonio - Marbach	TX						337				2,005				67				337				2,072				2,409				51		2005	2/11/2013	5 to 40 years
Long Island	NY						2,122				8,735				91				2,122				8,826				10,948				171		2002	3/22/2013	5 to 40 years
Boston - Somerville	MA						1,553				7,186				47				1,553				7,233				8,786				140		2008	3/22/2013	5 to 40 years
Long Island - Deer Park	NY						1,096				8,276				26				1,096				8,302				9,398				72		2009	8/29/2013	5 to 40 years
Long Island - Amityville	NY						2,224				10,102				8				2,224				10,110				12,334				87		2009	8/29/2013	5 to 40 years
Colorado Springs	CO						629				5,201				59				629				5,260				5,889				33		2006	9/30/2013	5 to 40 years
Toms River - Route 37	NJ						1,843				6,544				-5				1,843				6,539				8,382				14		2007	11/26/2013	5 to 40 years
Lake Worth - S Military	FL						868				5,306				2				868				5,308				6,176				11		2000	12/4/2013	5 to 40 years
Austin-Round Rock	TX						1,547				5,226				0				1,547				5,226				6,773				0		2008	12/27/2013	5 to 40 years
Hartford-Bristol	CT						1,174				8,816				0				1,174				8,816				9,990				0		2004	12/30/2013	5 to 40 years
Piscataway	NJ						1,639				10,946				0				1,639				10,946				12,585				0		2006	12/30/2013	5 to 40 years
Construction in Progress							0				0				9,801				0				9,801				9,801				0		2013
Corporate Office	NY						0				68				20,921				1,633				19,356				20,989				11,537		2000	5/1/2000	5 to 40 years
		$	2,254			$	299,945			$	1,194,359			$	370,333			$	312,053			$	1,552,584			$	1,864,637			$	366,472

	December 31, 2013						December 31, 2012						December 31, 2011
Cost:
Balance at beginning of period				$	1,742,354					$	1,525,283					$	1,349,927
Additions during period:
Acquisitions through foreclosure	$	—					$	—					$	—
Other acquisitions		93,376						185,431						151,572
Improvements, etc.		33,811						36,238						27,344
					127,187						221,669						178,916
Deductions during period:
Cost of assets disposed		(4,904	)					(4,598	)					(1,011	)
Impairment write-down		—						—						(1,721	)
Casualty loss		—						—						(828	)
					(4,904	)					(4,598	)					(3,560	)
Balance at close of period				$	1,864,637					$	1,742,354					$	1,525,283
Accumulated Depreciation:
Balance at beginning of period				$	324,963					$	289,082					$	257,026
Additions during period:
Depreciation expense	$	41,929					$	37,226					$	33,266
					41,929						37,226						33,266
Deductions during period:
Accumulated depreciation of assets disposed		(420	)					(1,345	)					(422	)
Accumulated depreciation on impaired asset		—						—						(674	)
Accumulated depreciation on casualty loss		—						—						(114	)
					(420	)					(1,345	)					(1,210	)
Balance at close of period				$	366,472					$	324,963					$	289,082

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Discontinued Operations - Summary of Amount Reported as Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Discontinued Operations And Disposal Groups [Abstract]
Total revenue									$ 1,726	$ 7,069	$ 10,295
Property operations and maintenance expense									(576)	(2,189)	(3,120)
Real estate tax expense									(145)	(721)	(1,218)
Depreciation and amortization expense									(313)	(1,137)	(1,742)
Net realized gain (loss) on sale of property									2,431	4,498
Total income from discontinued operations	$ 2,472	$ 247	$ 236	$ 168	$ 179	$ 5,063	$ 1,233	$ 1,045	$ 3,123	$ 7,520	$ 4,215

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Summary of Significant Accounting Policies - Schedule of Weighted Average Fair Value of Options Granted (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Stock Options [Member]	Dec. 31, 2013 Performance Based Nonvested [Member]	Dec. 31, 2011 Performance Based Nonvested [Member]
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items]
Weighted Average, Expected life (years)			4 years 6 months
Expected life (years)				3 years	2 years 1 month 6 days
Weighted Average, Risk free interest rate			0.91%
Risk free interest rate				0.64%	0.28%
Weighted Average, Expected volatility			32.20%
Expected volatility				24.78%	30.75%
Weighted Average, Expected dividend yield			3.15%
Fair value	$ 12.40	$ 10.09	$ 13.95	$ 35.32	$ 28.66

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Commitments and Contingencies - Future Minimum Lease Payments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Operating Leased Assets [Line Items]
2014	$ 6,916
2015	7,183
2016	7,452
2017	7,721
2018	7,991
Thereafter	91,997
Total	129,260
Four Storage Facilities [Member]
Operating Leased Assets [Line Items]
2014	6,000
2015	6,240
2016	6,490
2017	6,749
2018	7,019
Thereafter	87,644
Total	120,142
Building Lease [Member]
Operating Leased Assets [Line Items]
2014	47
2015	48
2016	48
2017	48
2018	48
Thereafter	263
Total	502
Corporate Headquarters [Member]
Operating Leased Assets [Line Items]
2014	869
2015	895
2016	914
2017	924
2018	924
Thereafter	4,090
Total	$ 8,616

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Supplementary Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Results of Operations

The following is a summary of quarterly results of operations for the years ended December 31, 2013 and 2012 (dollars in thousands, except per share data).

	2013 Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
Operating revenue(a)	$	63,878	$	67,109	$	70,455	$	72,065
Income from continuing operations(a)	$	14,204	$	17,816	$	19,552	$	19,900
Income from discontinued operations(a)	$	168	$	236	$	247	$	2,472
Net Income	$	14,372	$	18,052	$	19,799	$	22,371
Net income attributable to common shareholders	$	14,280	$	17,937	$	19,675	$	22,234
Net Income Per Share Attributable to Common Shareholders
Basic	$	0.47	$	0.57	$	0.63	$	0.70
Diluted	$	0.47	$	0.57	$	0.62	$	0.69

	2012 Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
Operating revenue(a)	$	54,522	$	56,642	$	61,241	$	61,677
Income from continuing operations(a)	$	10,224	$	10,627	$	13,895	$	13,375
Income from discontinued operations(a)	$	1,045	$	1,233	$	5,063	$	179
Net Income	$	11,269	$	11,860	$	18,958	$	13,554
Net income attributable to common shareholders	$	11,138	$	11,721	$	18,807	$	13,462
Net Income Per Share Attributable to Common Shareholders
Basic	$	0.39	$	0.41	$	0.64	$	0.44
Diluted	$	0.39	$	0.40	$	0.63	$	0.44

(a) March, June and September data from 2013 and 2012 data as presented in this table differ from the amounts as presented in the Company’s quarterly reports due to the impact of discontinued operations accounting with respect to the four properties sold in 2013 as described in Note 5.

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Unsecured Line of Credit and Term Notes - Additional Information (Detail) (USD $)	12 Months Ended			12 Months Ended			12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2013 Maturity on June 4, 2018 [Member] MortgageLoan	Dec. 31, 2012 Maturity on June 4, 2018 [Member]	Jun. 04, 2013 Term Loan Due in June, 4 2020 [Member]	Dec. 31, 2013 Maturity on June 4, 2020 [Member]	Jun. 04, 2013 Maturity on June 4, 2020 [Member]	Dec. 31, 2011 Maturity in August 2021 [Member]	Dec. 31, 2013 Maturity in April 2016 [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Additional secured commitments	$ 575,000,000	$ 575,000,000				$ 100,000,000		$ 225,000,000		$ 150,000,000
Basis spread over LIBOR				1.50%			1.65%
Revolving line of credit facility agreement	175,000,000		250,000,000
Facility fee				0.20%
Interest rate, line of credit facility				1.67%	2.21%
Amount available on unsecured line of credit				125,300,000
Number of one year extensions				2
Line of credit facility, expiration date				Jun. 04, 2018			Jun. 04, 2020		Aug. 05, 2021	Apr. 13, 2016
Extension facility fee	0.125%
Letters of credit outstanding amount				700,000
Fees and other costs paid	500,000
Unsecured term note portion	1,100,000
Additional secured term note									$ 100,000,000
Increase in interest rate on term loan									7.29%	8.13%
Term note stated interest rate									5.54%	6.38%

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Investment in Joint Ventures - Additional Information (Detail) (USD $)	12 Months Ended												12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Sovran HHF Storage Holdings LLC [Member]	Dec. 31, 2012 Sovran HHF Storage Holdings LLC [Member]	Dec. 31, 2008 Sovran HHF Storage Holdings LLC [Member] Property	Dec. 31, 2013 Iskalo Office Holdings, LLC [Member]	Dec. 31, 2012 Iskalo Office Holdings, LLC [Member]	Dec. 31, 2011 Iskalo Office Holdings, LLC [Member]	Dec. 31, 2012 Sovran HHF Storage Holdings II LLC [Member] Property	Dec. 31, 2011 Sovran HHF Storage Holdings II LLC [Member] Property	Dec. 31, 2013 Sovran HHF Storage Holdings II LLC [Member]	Dec. 31, 2013 Sovran HHF and Sovran HHF II [Member]	Dec. 31, 2012 Sovran HHF and Sovran HHF II [Member]	Dec. 31, 2011 Sovran HHF and Sovran HHF II [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest				20.00%			49.00%					15.00%
Investment at carrying value				$ 17,400,000			$ (500,000)	$ (500,000)				$ 13,000,000
Payment for property acquisition						171,500,000				29,000,000	166,100,000
Number of properties owned and managed under twenty-percent stake joint venture						25
Contribution of company to joint venture as share in capital					1,200,000	18,600,000	196,049			2,400,000	12,800,000
Receipt of return of capital distribution				3,400,000
Excess of investment over net asset due to capitalization of acquisition related costs				1,700,000
Number of properties owned and managed under fifteen-percent stake joint venture										10	20
Management and call center fee as a percentage of revenues													7.00%
Management and call center fee earned													3,400,000	3,000,000	1,900,000
Acquisition fees received for securing purchases										100,000	700,000
Company's share in income (loss) of joint venture	1,948,000	936,000	(340,000)				59,000	(18,000)	(82,000)				1,900,000	900,000	(400,000)
Rent paid during the period							800,000	700,000	700,000
Property acquisition related costs included in other expenses										$ 1,100,000

XML

Fair Value Measurements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012 Facility	Dec. 31, 2011
Fair Value Disclosures [Abstract]
Number of storage facilities acquired	11	28
Impairment charge			$ 1,047

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Investment in Storage Facilities - Schedule of Acquired Facilities and Purchase Price of Facilities (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012 Facility	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Number of Properties	11	28
Closing Costs Expensed	$ 3,129	$ 4,328	$ 3,278
Acquisitions 2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	11
Purchase Price	94,900
Cash Paid	94,759
Loan Assumed
Net Other Liabilities (Assets)	141
Land	15,031
Acquisition Date Building, Equipment, and Improvements	78,345
Fair Value In-Place Customers Leases	1,524
Closing Costs Expensed	2,437
Date of Acquisition November One Two Thousand And Thirteen [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Leased Properties	4
Date of Acquisition	Nov. 01, 2013
Purchase Price
Cash Paid
Loan Assumed
Net Other Liabilities (Assets)
Land
Acquisition Date Building, Equipment, and Improvements
Fair Value In-Place Customers Leases
Closing Costs Expensed	692
Total Acquired or Leased 2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	15
Purchase Price	94,900
Cash Paid	94,759
Loan Assumed
Net Other Liabilities (Assets)	141
Land	15,031
Acquisition Date Building, Equipment, and Improvements	78,345
Fair Value In-Place Customers Leases	1,524
Closing Costs Expensed	3,129
Acquisitions 2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		28
Purchase Price		189,092
Cash Paid		187,100
Loan Assumed
Net Other Liabilities (Assets)		1,992
Land		36,232
Acquisition Date Building, Equipment, and Improvements		149,199
Fair Value In-Place Customers Leases		3,661
Closing Costs Expensed		4,328
Texas [Member] | Date of Acquisition, 2/11/2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Feb. 11, 2013
Purchase Price	2,400
Cash Paid	2,382
Loan Assumed
Net Other Liabilities (Assets)	18
Land	337
Acquisition Date Building, Equipment, and Improvements	2,005
Fair Value In-Place Customers Leases	58
Closing Costs Expensed	125
Texas [Member] | Date of Acquisition December Twenty Seven Two Thousand And Thirteen [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Dec. 27, 2013
Purchase Price	6,900
Cash Paid	6,873
Loan Assumed
Net Other Liabilities (Assets)	27
Land	1,547
Acquisition Date Building, Equipment, and Improvements	5,226
Fair Value In-Place Customers Leases	127
Closing Costs Expensed	337
Texas [Member] | Date of Acquisition,12/27/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		3
Date of Acquisition		Dec. 27, 2012
Purchase Price		14,050
Cash Paid		13,956
Loan Assumed
Net Other Liabilities (Assets)		94
Land		2,652
Acquisition Date Building, Equipment, and Improvements		11,091
Fair Value In-Place Customers Leases		307
Closing Costs Expensed		425
New York [Member] | Date of Acquisition, 3/22/2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Mar. 22, 2013
Purchase Price	11,050
Cash Paid	11,119
Loan Assumed
Net Other Liabilities (Assets)	(69)
Land	2,122
Acquisition Date Building, Equipment, and Improvements	8,736
Fair Value In-Place Customers Leases	192
Closing Costs Expensed	244
New York [Member] | Date of Acquisition, 8/29/2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	2
Date of Acquisition	Aug. 29, 2013
Purchase Price	22,000
Cash Paid	21,985
Loan Assumed
Net Other Liabilities (Assets)	15
Land	3,320
Acquisition Date Building, Equipment, and Improvements	18,378
Fair Value In-Place Customers Leases	302
Closing Costs Expensed	466
Massachusetts [Member] | Date of Acquisition, 3/22/2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Mar. 22, 2013
Purchase Price	8,850
Cash Paid	8,848
Loan Assumed
Net Other Liabilities (Assets)	2
Land	1,553
Acquisition Date Building, Equipment, and Improvements	7,186
Fair Value In-Place Customers Leases	111
Closing Costs Expensed	141
Colorado [Member] | Date of Acquisition, 9/30/2013 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Sep. 30, 2013
Purchase Price	5,940
Cash Paid	5,859
Loan Assumed
Net Other Liabilities (Assets)	81
Land	628
Acquisition Date Building, Equipment, and Improvements	5,201
Fair Value In-Place Customers Leases	111
Closing Costs Expensed	167
New Jersey [Member] | Date of Acquisition November Twenty Six Two Thousand And Thirteen [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Nov. 26, 2013
Purchase Price	8,535
Cash Paid	8,499
Loan Assumed
Net Other Liabilities (Assets)	36
Land	1,843
Acquisition Date Building, Equipment, and Improvements	6,544
Fair Value In-Place Customers Leases	148
Closing Costs Expensed	249
New Jersey [Member] | Date of Acquisition December Thirty Two Thousand And Thirteen [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Dec. 30, 2013
Purchase Price	12,765
Cash Paid	12,754
Loan Assumed
Net Other Liabilities (Assets)	11
Land	1,639
Acquisition Date Building, Equipment, and Improvements	10,946
Fair Value In-Place Customers Leases	180
Closing Costs Expensed	359
Florida [Member] | Date of Acquisition December Four Two Thousand And Thirteen [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Dec. 04, 2013
Purchase Price	6,300
Cash Paid	6,231
Loan Assumed
Net Other Liabilities (Assets)	69
Land	868
Acquisition Date Building, Equipment, and Improvements	5,306
Fair Value In-Place Customers Leases	126
Closing Costs Expensed	153
Florida [Member] | Date of Acquisition, 5/16/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		May 16, 2012
Purchase Price		15,340
Cash Paid		15,163
Loan Assumed
Net Other Liabilities (Assets)		177
Land		2,960
Acquisition Date Building, Equipment, and Improvements		12,077
Fair Value In-Place Customers Leases		303
Closing Costs Expensed		457
Florida [Member] | Date of Acquisition, 9/18/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		3
Date of Acquisition		Sep. 18, 2012
Purchase Price		15,957
Cash Paid		15,749
Loan Assumed
Net Other Liabilities (Assets)		208
Land		2,176
Acquisition Date Building, Equipment, and Improvements		13,461
Fair Value In-Place Customers Leases		320
Closing Costs Expensed		328
Connecticut [Member] | Date of Acquisition December Thirty Two Thousand And Thirteen [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties	1
Date of Acquisition	Dec. 30, 2013
Purchase Price	10,160
Cash Paid	10,209
Loan Assumed
Net Other Liabilities (Assets)	(49)
Land	1,174
Acquisition Date Building, Equipment, and Improvements	8,817
Fair Value In-Place Customers Leases	169
Closing Costs Expensed	196
Illinois [Member] | Date of Acquisition, 6/6/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		2
Date of Acquisition		Jun. 06, 2012
Purchase Price		20,750
Cash Paid		20,304
Loan Assumed
Net Other Liabilities (Assets)		446
Land		3,871
Acquisition Date Building, Equipment, and Improvements		16,486
Fair Value In-Place Customers Leases		393
Closing Costs Expensed		420
Illinois [Member] | Date of Acquisition, 9/27/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Sep. 27, 2012
Purchase Price		4,435
Cash Paid		4,365
Loan Assumed
Net Other Liabilities (Assets)		70
Land		1,213
Acquisition Date Building, Equipment, and Improvements		3,129
Fair Value In-Place Customers Leases		93
Closing Costs Expensed		143
Illinois [Member] | Date of Acquisition,12/10/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Dec. 10, 2012
Purchase Price		7,100
Cash Paid		6,939
Loan Assumed
Net Other Liabilities (Assets)		161
Land		1,051
Acquisition Date Building, Equipment, and Improvements		5,893
Fair Value In-Place Customers Leases		156
Closing Costs Expensed		221
Illinois [Member] | Date of Acquisition,12/20/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		4
Date of Acquisition		Dec. 20, 2012
Purchase Price		32,250
Cash Paid		31,747
Loan Assumed
Net Other Liabilities (Assets)		503
Land		7,080
Acquisition Date Building, Equipment, and Improvements		24,589
Fair Value In-Place Customers Leases		581
Closing Costs Expensed		598
Illinois [Member] | Date of Acquisition,12/31/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Dec. 31, 2012
Purchase Price		3,450
Cash Paid		3,404
Loan Assumed
Net Other Liabilities (Assets)		46
Land		268
Acquisition Date Building, Equipment, and Improvements		3,126
Fair Value In-Place Customers Leases		56
Closing Costs Expensed		93
Virginia [Member] | Date of Acquisition, 6/20/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Jun. 20, 2012
Purchase Price		6,920
Cash Paid		6,884
Loan Assumed
Net Other Liabilities (Assets)		36
Land		911
Acquisition Date Building, Equipment, and Improvements		5,862
Fair Value In-Place Customers Leases		147
Closing Costs Expensed		196
Georgia [Member] | Date of Acquisition, 7/18/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Jul. 18, 2012
Purchase Price		8,500
Cash Paid		8,442
Loan Assumed
Net Other Liabilities (Assets)		58
Land		1,560
Acquisition Date Building, Equipment, and Improvements		6,766
Fair Value In-Place Customers Leases		174
Closing Costs Expensed		49
Georgia [Member] | Date of Acquisition, 9/18/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		4
Date of Acquisition		Sep. 18, 2012
Purchase Price		26,883
Cash Paid		26,856
Loan Assumed
Net Other Liabilities (Assets)		27
Land		4,438
Acquisition Date Building, Equipment, and Improvements		22,110
Fair Value In-Place Customers Leases		335
Closing Costs Expensed		487
North Carolina [Member] | Date of Acquisition, 9/19/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Sep. 19, 2012
Purchase Price		7,400
Cash Paid		7,374
Loan Assumed
Net Other Liabilities (Assets)		26
Land		2,337
Acquisition Date Building, Equipment, and Improvements		4,900
Fair Value In-Place Customers Leases		163
Closing Costs Expensed		221
Arizona [Member] | Date of Acquisition,12/18/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		1
Date of Acquisition		Dec. 18, 2012
Purchase Price		4,650
Cash Paid		4,639
Loan Assumed
Net Other Liabilities (Assets)		11
Land		910
Acquisition Date Building, Equipment, and Improvements		3,657
Fair Value In-Place Customers Leases		83
Closing Costs Expensed		83
Forida [Member] | Date of Acquisition,12/21/2012 [Member]
Finite-Lived Intangible Assets [Line Items]
Number of Properties		4
Date of Acquisition		Dec. 21, 2012
Purchase Price		21,407
Cash Paid		21,278
Loan Assumed
Net Other Liabilities (Assets)		129
Land		4,805
Acquisition Date Building, Equipment, and Improvements		16,052
Fair Value In-Place Customers Leases		550
Closing Costs Expensed		$ 607

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Organization

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Organization

1. ORGANIZATION

Sovran Self Storage, Inc. (the “Company,” “We,” “Our,” or “Sovran”), a self-administered and self-managed real estate investment trust (a “REIT”), was formed on April 19, 1995 to own and operate self-storage facilities throughout the United States. On June 26, 1995, the Company commenced operations effective with the completion of its initial public offering. At December 31, 2013, we had an ownership interest in, lease, and/or manage 478 self-storage properties in 25 states under the name Uncle Bob’s Self Storage ^®. Among our 478 self-storage properties are 25 properties that we manage for an unconsolidated joint venture (Sovran HHF Storage Holdings LLC) of which we are a 20% owner, 30 properties that we manage for an unconsolidated joint venture (Sovran HHF Storage Holdings II LLC) of which we are a 15% owner, and 22 properties that we manage and have no ownership interest, and four properties we lease. Approximately 40% of the Company’s revenue is derived from stores in the states of Texas and Florida.

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Stock Based Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance under the Plan	1,500,000
Stock option plan, share based compensation, vesting period (in years)	1 year
Share-based compensation exercise period	10 years
Number of shares available for grant for future issuance	636,188
Shares outstanding under the Plans	130,568	273,248	364,268	387,318
Number of shares for initial granting of options	3,500
Number of shares for annual granting of options	2,000
Percentage of annual fees in the form on non-vested shares	80.00%
Common stock available for future issuance	150,000
Shares outstanding under the Plans, non-vested shares	293,196	187,535	246,634	192,776
Intrinsic value of stock options exercised	$ 3.6	$ 1.1	$ 0.4
Proceeds from stock options exercised	7.0	3.7	0.7
Total unrecognized compensation	0.3
Cost recognition, weighted-average period	2 years 3 months 18 days
Weighted average remaining contractual life of all exercisable options (in years)	5 years 2 months 12 days
Weighted average remaining contractual life of all options (in years)	5 years 8 months 12 days
Fair market value of the non-vested stock on the date of grant	$ 54.78	$ 49.42	$ 35.02
Compensation expense	2.9	2.4	1.5
Shares granted under performance plan	189,080	2,592	106,602
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding under the Plans	103,568
Common stock available for future issuance	94,539
Common shares options outstanding	27,000
Non-vested shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding under the Plans, non-vested shares	21,166
Total unrecognized compensation	13.0
Cost recognition, weighted-average period	3 years 3 months 18 days
Non-vested stock, aggregate fair value	2.9	2.4	2.0
Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of non-vested stock issued	1,832
Deferred compensation expense	0.1	0.1	0.2
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of non-vested stock issued	724,379
Performance-based vesting restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation	2.8
Cost recognition, weighted-average period	3 years
Shares granted under performance plan	87,040		42,040
Compensation expense	0.6
Deferred compensation plan for directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding under Deferred Compensation Plan	41,940
Employees And Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of non-vested stock issued	189,080
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option plan, share based compensation, vesting period (in years)	4 years
Fair market value of the non-vested stock on the date of grant	$ 65.00
Non-vested stock, aggregate fair value	$ 10.4
Minimum [Member] | Non-vested shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option plan, share based compensation, vesting period (in years)	1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option plan, share based compensation, vesting period (in years)	8 years
Fair market value of the non-vested stock on the date of grant	$ 70.66
Maximum [Member] | Non-vested shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option plan, share based compensation, vesting period (in years)	9 years

XML

Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Numerator:
Net income from continuing operations attributable to common shareholders									$ 71,023	$ 47,677	$ 26,427
Denominator:
Denominator for basic earnings per share - weighted average shares									31,297	29,358	27,674
Effect of Dilutive Securities:
Stock options and non-vested stock									156	131	51
Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversion									31,453	29,489	27,725
Basic Earnings per Common Share from continuing operations attributable to common shareholders									$ 2.27	$ 1.62	$ 0.96
Basic Earnings per Common Share attributable to common shareholders	$ 0.70	$ 0.63	$ 0.57	$ 0.47	$ 0.44	$ 0.64	$ 0.41	$ 0.39	$ 2.37	$ 1.88	$ 1.11
Diluted Earnings per Common Share from continuing operations attributable to common shareholders									$ 2.26	$ 1.61	$ 0.95
Diluted Earnings per Common Share attributable to common shareholders	$ 0.69	$ 0.62	$ 0.57	$ 0.47	$ 0.44	$ 0.63	$ 0.40	$ 0.39	$ 2.36	$ 1.87	$ 1.10

XML

Investment in Storage Facilities (Tables)

12 Months Ended

Dec. 31, 2013

Real Estate [Abstract]

Summary of Activity in Storage Facilities

The following summarizes activity in storage facilities during the years ended December 31, 2013 and December 31, 2012.

(Dollars in thousands)	2013			2012
Cost:
Beginning balance	$	1,742,354		$	1,525,283
Acquisition of storage facilities		93,376			185,431
Improvements and equipment additions		32,241			42,269
Increase (decrease) in construction in progress		1,570			(6,031	)
Dispositions and impairments		(4,904	)		(4,598	)
Ending balance	$	1,864,637		$	1,742,354
Accumulated Depreciation:
Beginning balance	$	324,963		$	289,082
Additions during the year		41,929			37,226
Dispositions and impairments		(420	)		(1,345	)
Ending balance	$	366,472		$	324,963

Schedule of Acquired Facilities and Purchase Price of Facilities

During 2013 and 2012, the Company acquired 11 and 28 self-storage facilities, respectively, and the purchase price of the facilities was assigned as follows:

(dollars in thousands)							Consideration paid							Acquisition Date Fair Value
State	Number of Properties		Date of Acquisition		Purchase Price		Cash Paid		Loan Assumed		Net Other Liabilities (Assets)			Land		Building, Equipment, and Improvements		In-Place Customers Leases		Closing Costs Expensed
2013
Texas		1		2/11/2013	$	2,400	$	2,382	$	—	$	18		$	337	$	2,005	$	58	$	125
New York		1		3/22/2013		11,050		11,119		—		(69	)		2,122		8,736		192		244
Massachusetts		1		3/22/2013		8,850		8,848		—		2			1,553		7,186		111		141
New York		2		8/29/2013		22,000		21,985		—		15			3,320		18,378		302		466
Colorado		1		9/30/2013		5,940		5,859		—		81			628		5,201		111		167
New Jersey		1		11/26/2013		8,535		8,499		—		36			1,843		6,544		148		249
Florida		1		12/4/2013		6,300		6,231		—		69			868		5,306		126		153
Texas		1		12/27/2013		6,900		6,873		—		27			1,547		5,226		127		337
Connecticut		1		12/30/2013		10,160		10,209		—		(49	)		1,174		8,817		169		196
New Jersey		1		12/30/2013		12,765		12,754		—		11			1,639		10,946		180		359
Total acquired 2013		11			$	94,900	$	94,759	$	—	$	141		$	15,031	$	78,345	$	1,524	$	2,437
Leased stores (CT, NY)		4		11/1/2013		—		—		—		—			—		—		—		692
Total acquired or leased		15			$	94,900	$	94,759	$	—	$	141		$	15,031	$	78,345	$	1,524	$	3,129
2012
Florida		1		5/16/2012	$	15,340	$	15,163	$	—	$	177		$	2,960	$	12,077	$	303	$	457
Illinois		2		6/6/2012		20,750		20,304		—		446			3,871		16,486		393		420
Virginia		1		6/20/2012		6,920		6,884		—		36			911		5,862		147		196
Georgia		1		7/18/2012		8,500		8,442		—		58			1,560		6,766		174		49
Florida		3		9/18/2012		15,957		15,749		—		208			2,176		13,461		320		328
Georgia		4		9/18/2012		26,883		26,856		—		27			4,438		22,110		335		487
North Carolina		1		9/19/2012		7,400		7,374		—		26			2,337		4,900		163		221
Illinois		1		9/27/2012		4,435		4,365		—		70			1,213		3,129		93		143
Illinois		1		12/10/2012		7,100		6,939		—		161			1,051		5,893		156		221
Arizona		1		12/18/2012		4,650		4,639		—		11			910		3,657		83		83
Illinois		4		12/20/2012		32,250		31,747		—		503			7,080		24,589		581		598
Forida		4		12/21/2012		21,407		21,278		—		129			4,805		16,052		550		607
Texas		3		12/27/2012		14,050		13,956		—		94			2,652		11,091		307		425
Illnois		1		12/31/2012		3,450		3,404		—		46			268		3,126		56		93
Total acquired 2012		28			$	189,092	$	187,100	$	—	$	1,992		$	36,232	$	149,199	$	3,661	$	4,328

Schedule of Fair Value of In-Place Customer Lease Intangible Assets

In-place customer leases are included in other assets on the Company’s balance sheet as follows:

(Dollars in thousands)	2013			2012
In-place customer leases	$	14,643		$	13,228
Accumulated amortization		(13,551	)		(10,337	)
Net carrying value at December 31,	$	1,092		$	2,891

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share utilizing the two-class method.

	Year Ended December 31,
(Amounts in thousands, except per share data)	2013		2012		2011
Numerator:
Net income from continuing operations attributable to common shareholders	$	71,023	$	47,677	$	26,427
Denominator:
Denominator for basic earnings per share - weighted average shares		31,297		29,358		27,674
Effect of Dilutive Securities:
Stock options and non-vested stock		156		131		51
Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversion		31,453		29,489		27,725
Basic Earnings per Common Share from continuing operations attributable to common shareholders	$	2.27	$	1.62	$	0.96
Basic Earnings per Common Share attributable to common shareholders	$	2.37	$	1.88	$	1.11
Diluted Earnings per Common Share from continuing operations attributable to common shareholders	$	2.26	$	1.61	$	0.95
Diluted Earnings per Common Share attributable to common shareholders	$	2.36	$	1.87	$	1.10

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Mortgages Payable and Debt Maturities - Summary of Debt Obligation and Interest Rate Derivatives (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2013
Line of credit - variable rate LIBOR + 1.5% (1.67% at December 31, 2013) [Member]
Proforma Debt Instrument [Line Items]
Interest rate at end of period	1.67%
Basis spread over LIBOR	1.50%
Term Note-Fixed Rate 6.38% [Member]
Proforma Debt Instrument [Line Items]
Interest rate at end of period	6.38%
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013) [Member]
Proforma Debt Instrument [Line Items]
Interest rate at end of period	1.82%
Basis spread over LIBOR	1.65%
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013) [Member]
Proforma Debt Instrument [Line Items]
Interest rate at end of period	1.82%
Basis spread over LIBOR	1.65%
Term Note-Fixed Rate 5.54% [Member]
Proforma Debt Instrument [Line Items]
Interest rate at end of period	5.54%
Mortgage Note-Fixed Rate 5.99% [Member]
Proforma Debt Instrument [Line Items]
Interest rate at end of period	5.99%

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Earnings Per Share - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities not included in the effect of dilutive securities	2,000	31,375	305,468
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities not included in the effect of dilutive securities	112,664	121,711	157,903

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Discontinued Operations And Disposal Groups [Abstract]

Summary of Amount Reported as Discontinued Operations

The following is a summary of the amounts reported as discontinued operations:

	Year Ended December 31,
(dollars in thousands)	2013			2012			2011
Total revenue	$	1,726		$	7,069		$	10,295
Property operations and maintenance expense		(576	)		(2,189	)		(3,120	)
Real estate tax expense		(145	)		(721	)		(1,218	)
Depreciation and amortization expense		(313	)		(1,137	)		(1,742	)
Net realized gain (loss) on sale of property		2,431			4,498			—
Total income from discontinued operations	$	3,123		$	7,520		$	4,215

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Unsecured Line of Credit and Term Notes (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Borrowings Outstanding on Unsecured Line of Credit and Term Notes

Borrowings outstanding on our unsecured line of credit and term notes are as follows:

(Dollars in thousands)	Dec. 31, 2013		Dec. 31, 2012
Revolving line of credit borrowings	$	49,000	$	105,000
Term note due September 4, 2013		—		20,000
Term note due September 4, 2013		—		80,000
Term note due April 13, 2016		150,000		150,000
Term note due August 3, 2018		—		225,000
Term note due June 4, 2020		225,000		—
Term note due June 4, 2020		100,000		—
Term note due August 5, 2021		100,000		100,000
Total term notes payable	$	575,000	$	575,000

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating Activities
Net income	$ 74,595	$ 55,641	$ 31,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	45,546	41,679	36,578
Amortization of deferred financing fees	834	836	1,184
Gain on sale of storage facilities	(2,431)	(4,498)
Gain on sale of real estate	(421)	(687)	(1,511)
Casualty loss			126
Impairment loss			1,047
Equity in (income) losses of joint ventures	(1,948)	(936)	340
Distributions from unconsolidated joint venture	2,630	2,184	944
Non-vested stock earned	2,994	2,513	1,492
Stock option expense	301	280	302
Changes in assets and liabilities (excluding the effects of acquisitions):
Accounts receivable	(1,659)	(451)	(523)
Prepaid expenses	(810)	(977)	434
Advances to joint ventures	(27)	(242)	(413)
Accounts payable and other liabilities	1,079	4,240	7,988
Deferred revenue	(37)	(820)	380
Net cash provided by operating activities	120,646	98,762	79,897
Investing Activities
Acquisition of storage facilities	(94,759)	(186,870)	(150,444)
Improvements, equipment additions, and construction in progress	(33,889)	(36,845)	(28,064)
Net proceeds from the sale of storage facilities	11,741	47,698
Net proceeds from the sale of real estate	4,866	3,298	2,019
Casualty insurance proceeds received		626	588
Investment in unconsolidated joint ventures	(4,237)	(3,571)	(13,571)
Return of capital from unconsolidated joint ventures	7,360
Property deposits	(5,427)		(407)
Net cash used in investing activities	(114,345)	(175,664)	(189,879)
Financing Activities
Net proceeds from sale of common stock	119,522	78,943	47,001
Proceeds from line of credit	152,000	154,000	198,000
Proceeds from term notes	325,000		325,000
Repayment of line of credit	(208,000)	(95,000)	(162,000)
Repayment of term notes	(325,000)		(150,000)
Financing costs	(1,554)		(4,146)
Dividends paid - common stock	(63,279)	(53,014)	(49,900)
Distributions to noncontrolling interest holders	(402)	(549)	(1,177)
Redemption of operating partnership units	(322)	(7,372)
Additional investment in Locke Sovran II LLC			(14,199)
Mortgage principal payments	(1,997)	(172)	(77,042)
Net cash (used in) provided by financing activities	(4,032)	76,836	111,537
Net increase (decrease) in cash	2,269	(66)	1,555
Cash at beginning of period	7,255	7,321	5,766
Cash at end of period	9,524	7,255	7,321
Supplemental cash flow information
Cash paid for interest, net of interest capitalized	$ 32,909	$ 32,402	$ 35,134

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Mortgages Payable and Debt Maturities (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Summary of Mortgage Payable

Mortgages payable at December 31, 2013 and 2012 consist of the following:

(dollars in thousands)	December 31, 2013		December 31, 2012
6.76% mortgage note due September 11, 2013, secured by 1 self-storage facility, repaid September 11, 2013		—		896
6.35% mortgage note due March 11, 2014, secured by 1 self-storage facility, repaid December 11, 2013		—		983
5.99% mortgage notes due May 1, 2026, secured by 1 self-storage facility with an aggregate net book value of $4.4 million, principal and interest paid monthly (effective interest rate 6.18%)		2,254		2,372
Total mortgages payable	$	2,254	$	4,251

Summary of Debt Obligation and Interest Rate Derivatives

Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company would realize in a current market exchange.

	Expected Maturity Date Including Discount
(dollars in thousands)	2014		2015		2016		2017		2018		Thereafter		Total		Fair Value
Line of credit - variable rate LIBOR + 1.5% (1.67% at December 31, 2013)		—		—		—		—	$	49,000		—	$	49,000	$	49,000
Notes Payable:
Term note - fixed rate 6.38%		—		—	$	150,000		—		—		—	$	150,000	$	168,565
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013)		—		—		—		—		—	$	225,000	$	225,000	$	225,000
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013)		—		—		—		—		—	$	100,000	$	100,000	$	100,000
Term note - fixed rate 5.54%		—		—		—		—		—	$	100,000	$	100,000	$	110,816
Mortgage notes - fixed rate 5.99%	$	126	$	134	$	142	$	151	$	160	$	1,541	$	2,254	$	2,310
Interest rate derivatives - asset		—		—		—		—		—		—		—	$	(794	)
Interest rate derivatives - liability		—		—		—		—		—		—		—	$	7,523

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	12 Months Ended						1 Months Ended	6 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Building and improvements [Member]	Dec. 31, 2013 Furniture, fixtures and equipment [Member] Minimum [Member]	Dec. 31, 2013 Furniture, fixtures and equipment [Member] Maximum [Member]	Feb. 28, 2013 West Deptford JV LLC [Member]	Jun. 30, 2011 West Deptford JV LLC [Member]
Schedule Of Significant Accounting Policies [Line Items]
Percentage of ownership interest of the subsidiary and its limited partnership which controls the operations of the Operating Partnership	99.40%
Percentage ownership in consolidated joint venture								20.00%
Payments to acquire businesses and interest in affiliates								$ 4,200,000
Mortgage note acquired								2,800,000
Interest rate for mortgage notes acquired								8.00%
Payments to acquire preferred interest in affiliates								1,400,000
Preferred interest in investment								8.00%
Membership Interest Purchase Agreement, common and preferred interests							1,400,000
Joint venture partner repaid							2,800,000
Gain on sale of real estate	421,000	687,000	1,511,000				400,000
Units of redeemable noncontrolling interest in operating partnership	198,913	204,028
Noncontrolling limited partnership unit redemption value	One common share or cash
Cash balance	34,000,000	33,000,000
Allowance for doubtful accounts	400,000	400,000	500,000
Advertising costs	5,400,000	4,600,000	3,200,000
Acquisition related costs	3,129,000	4,328,000	3,278,000
Estimated useful lives, (in years)				40 years	5 years	20 years
Capitalized interest	100,000	100,000	100,000
Impairment loss			1,047,000
Loan acquisition costs	6,300,000	5,900,000
Accumulated amortization of loan acquisition costs	2,000,000	2,300,000
Property deposits	5,600,000	200,000
Amortization of financing fees	834,000	836,000	1,184,000
Federal and state income tax expense	900,000	1,300,000	1,500,000
Federal and state income tax expense, current	1,000,000
Federal and state income tax expense, deferred	(100,000)
Current prepaid taxes	300,000	400,000
Deferred tax liability	900,000	1,000,000
Stock option expense	301,000	280,000	302,000
Amortization of non-vested stock grants	$ 2,900,000	$ 2,400,000	$ 1,500,000
Weighted-average fair value of options granted		$ 12.40	$ 10.09
Number of sale of storage facilities reclassified as discontinued operation	4

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Mortgages Payable and Debt Maturities - Summary of Mortgage Payable (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Mortgages payable	$ 2,254	$ 4,251
6.76% Mortgage Note Due September 11, 2013 [Member]
Debt Instrument [Line Items]
Mortgages payable		896
6.35% Mortgage Note Due March 11, 2014 [Member]
Debt Instrument [Line Items]
Mortgages payable		983
5.99% Mortgage Notes Due May 1, 2026 [Member]
Debt Instrument [Line Items]
Mortgages payable	$ 2,254	$ 2,372

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Supplementary Quarterly Financial Data (Unaudited) - Summary of Quarterly Results of Operations (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012 Facility
Quarterly Financial Information Disclosure [Abstract]
Number of non-strategic storage facilities sold by Company	4	17

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Investment in storage facilities:
Land	$ 312,053	$ 297,648
Building, equipment, and construction in progress	1,552,584	1,444,706
Real estate investment property, at cost, total	1,864,637	1,742,354
Less: accumulated depreciation	(366,472)	(324,963)
Investment in storage facilities, net	1,498,165	1,417,391
Cash and cash equivalents	9,524	7,255
Accounts receivable	5,119	3,437
Receivable from unconsolidated joint ventures	883	856
Investment in unconsolidated joint ventures	30,391	34,255
Prepaid expenses	5,978	4,934
Fair value of interest rate swap agreements	794
Other assets	11,021	6,676
Net assets of discontinued operations		9,506
Total Assets	1,561,875	1,484,310
Liabilities
Line of credit	49,000	105,000
Term notes	575,000	575,000
Accounts payable and accrued liabilities	37,741	36,564
Deferred revenue	6,708	6,388
Fair value of interest rate swap agreements	7,523	15,707
Mortgages payable	2,254	4,251
Total Liabilities	678,226	742,910
Noncontrolling redeemable Operating Partnership Units at redemption value	12,940	12,670
Shareholders' Equity
Common stock $.01 par value, 100,000,000 shares authorized, 32,532,991 shares outstanding at December 31, 2013 (30,446,620 at December 31, 2012)	337	316
Additional paid-in capital	1,066,399	943,604
Dividends in excess of net income	(162,450)	(172,773)
Accumulated other comprehensive loss	(6,402)	(15,242)
Treasury stock at cost, 1,171,886 shares	(27,175)	(27,175)
Total Shareholders' Equity	870,709	728,730
Total Liabilities and Shareholders' Equity	$ 1,561,875	$ 1,484,310

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Investment in Storage Facilities - Summary of Activity in Storage Facilities (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cost:
Beginning balance	$ 1,742,354	$ 1,525,283
Acquisition of storage facilities	93,376	185,431
Improvements and equipment additions	32,241	42,269
Increase (decrease) in construction in progress	1,570	(6,031)
Dispositions and impairments	(4,904)	(4,598)	(3,560)
Ending balance	1,864,637	1,742,354	1,525,283
Accumulated Depreciation:
Beginning balance	324,963	289,082
Additions during the year	41,929	37,226
Dispositions and impairments	(420)	(1,345)
Ending balance	$ 366,472	$ 324,963	$ 289,082

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 74,595	$ 55,641	$ 31,529
Other comprehensive income:
Change in fair value of derivatives net of reclassification to interest expense	8,840	(4,987)	(1)
Total comprehensive income	83,435	50,654	31,528
Comprehensive income attributable to noncontrolling interest	(525)	(467)	(937)
Comprehensive income attributable to common shareholders	$ 82,910	$ 50,187	$ 30,591

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Derivative Financial Instruments - Summary of Changes in AOCL (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Accumulated other comprehensive loss beginning of period	$ (15,242)	$ (10,255)	$ (10,254)
Unrealized gain (loss) from changes in the fair value of the effective portion of the interest rate swaps	3,541	(9,876)	(10,517)
Gain (loss) included in other comprehensive loss	8,840	(4,987)	(1)
Accumulated other comprehensive loss end of period	(6,402)	(15,242)	(10,255)
Reclassification Out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Derivative [Line Items]
Realized loss reclassified from accumulated other comprehensive loss to interest expense	$ 5,299	$ 4,889	$ 10,516

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Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Option Activity and Related Information

A summary of the Company’s stock option activity and related information for the years ended December 31 follows:

	2013					2012					2011
	Options			Weighted average exercise price		Options			Weighted average exercise price		Options			Weighted average exercise price
Outstanding at beginning of year:		273,248		$	43.45		364,268		$	42.76		387,318		$	41.72
Granted		8,000			69.90		9,500			49.42		20,000			40.47
Exercised		(160,515	)		43.72		(91,520	)		40.82		(28,050	)		25.96
Adjusted / (forfeited)		9,835			36.37		(9,000	)		39.23		(15,000	)		44.29
Outstanding at end of year		130,568		$	44.82		273,248		$	43.45		364,268		$	42.76
Exercisable at end of year		60,382		$	46.85		165,667		$	44.56		220,293		$	44.25

Stock Options Outstanding

A summary of the Company’s stock options outstanding at December 31, 2013 follows:

	Outstanding				Exercisable
Exercise Price Range	Options		Weighted average exercise price		Options		Weighted average exercise price
$20.28 - 29.99		5,000	$	24.02		5,000	$	24.02
$30.00 - 39.99		5,850	$	35.53		2,850	$	35.67
$40.00 - 57.79		119,718	$	46.14		52,532	$	49.63
Total		130,568	$	44.82		60,382	$	46.85

Status of Unvested Shares of Stock Issued to Employees and Directors

A summary of the status of unvested shares of stock issued to employees and directors as of and during the years ended December 31 follows:

	2013					2012					2011
	Non- vested Shares			Weighted average grant date fair value		Non- vested Shares			Weighted average grant date fair value		Non- vested Shares			Weighted average grant date fair value
Unvested at beginning of year:		187,535		$	37.36		246,634		$	37.93		192,776		$	39.34
Granted		189,080			54.78		2,592			49.42		106,602			35.02
Vested		(83,419	)		35.28		(60,912	)		40.13		(52,744	)		37.19
Forfeited		—			—		(779	)		41.07		—			—
Unvested at end of year		293,196		$	49.20		187,535		$	37.36		246,634		$	37.93

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Stock Based Compensation - Status of Unvested Shares of Stock Issued to Employees and Directors (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Unvested at beginning of year, Non-vested Shares	187,535	246,634	192,776
Granted, Non-vested Shares	189,080	2,592	106,602
Vested, Non-vested Shares	(83,419)	(60,912)	(52,744)
Forfeited, Non-vested Shares		(779)
Unvested at end of year, Non-vested Shares	293,196	187,535	246,634
Unvested at beginning of year, Weighted average grant date fair value	$ 37.36	$ 37.93	$ 39.34
Granted, Weighted average grant date fair value	$ 54.78	$ 49.42	$ 35.02
Vested, Weighted average grant date fair value	$ 35.28	$ 40.13	$ 37.19
Forfeited, Weighted average grant date fair value		$ 41.07
Unvested at end of year, Weighted average grant date fair value	$ 49.20	$ 37.36	$ 37.93

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Supplementary Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Supplementary Quarterly Financial Data (Unaudited)

14. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly results of operations for the years ended December 31, 2013 and 2012 (dollars in thousands, except per share data).

	2013 Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
Operating revenue(a)	$	63,878	$	67,109	$	70,455	$	72,065
Income from continuing operations(a)	$	14,204	$	17,816	$	19,552	$	19,900
Income from discontinued operations(a)	$	168	$	236	$	247	$	2,472
Net Income	$	14,372	$	18,052	$	19,799	$	22,371
Net income attributable to common shareholders	$	14,280	$	17,937	$	19,675	$	22,234
Net Income Per Share Attributable to Common Shareholders
Basic	$	0.47	$	0.57	$	0.63	$	0.70
Diluted	$	0.47	$	0.57	$	0.62	$	0.69

	2012 Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
Operating revenue(a)	$	54,522	$	56,642	$	61,241	$	61,677
Income from continuing operations(a)	$	10,224	$	10,627	$	13,895	$	13,375
Income from discontinued operations(a)	$	1,045	$	1,233	$	5,063	$	179
Net Income	$	11,269	$	11,860	$	18,958	$	13,554
Net income attributable to common shareholders	$	11,138	$	11,721	$	18,807	$	13,462
Net Income Per Share Attributable to Common Shareholders
Basic	$	0.39	$	0.41	$	0.64	$	0.44
Diluted	$	0.39	$	0.40	$	0.63	$	0.44

(a) March, June and September data from 2013 and 2012 data as presented in this table differ from the amounts as presented in the Company’s quarterly reports due to the impact of discontinued operations accounting with respect to the four properties sold in 2013 as described in Note 5.

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Investment in Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2013

Equity Method Investments And Joint Ventures [Abstract]

Summary of Unconsolidated Joint Ventures' Financial Statements

A summary of the unconsolidated joint ventures’ financial statements as of and for the year ended December 31, 2013 is as follows:

(dollars in thousands)	Sovran HHF Storage Holdings LLC			Sovran HHF Storage Holdings II LLC			Iskalo Office Holdings, LLC
Balance Sheet Data:
Investment in storage facilities, net	$	158,029		$	187,890		$	—
Investment in office building		—			—			4,934
Other assets		5,102			4,601			719
Total Assets	$	163,131		$	192,491		$	5,653
Due to the Company	$	476		$	407		$	—
Mortgages payable		82,084			103,602			6,596
Other liabilities		2,250			1,840			554
Total Liabilities		84,810			105,849			7,150
Unaffiliated partners’ equity (deficiency)		62,657			73,651			(1,036	)
Company equity (deficiency)		15,664			12,991			(461	)
Total Partners’ Equity (Deficiency)		78,321			86,642			(1,497	)
Total Liabilities and Partners’ Equity (Deficiency)	$	163,131		$	192,491		$	5,653
Income Statement Data:
Total revenues	$	21,124		$	26,850		$	1,280
Property operating expenses		(6,738	)		(9,409	)		(511	)
Administrative, management and call center fees		(1,547	)		(1,978	)		—
Depreciation and amortization of customer list		(3,804	)		(4,155	)		(230	)
Amortization of financing fees		(111	)		(203	)		(13	)
Income tax expense		(86	)		(382	)		—
Interest expense		(3,552	)		(5,181	)		(405	)
Net income	$	5,286		$	5,542		$	121

Summary of Cash Flows Arising from Off-Balance Sheet Arrangements

A summary of our cash flows arising from the off-balance sheet arrangements with Sovran HHF, Sovran HHF II and Iskalo Office Holdings, LLC for the three years ended December 31, 2013 are as follows:

	Year ended December 31,
(dollars in thousands)	2013			2012			2011
Statement of Operations
Other operating income (management fees and acquisition fee income)	$	3,358		$	3,177		$	2,578
General and administrative expenses (corporate office rent)		811			704			688
Equity in income (losses) of joint ventures		1,948			936			(340	)
Distributions from unconsolidated joint ventures		2,630			2,184			944
Advances to joint ventures		(27	)		(242	)		(413	)
Investing activities
Investment in unconsolidated joint ventures		(4,237	)		(3,571	)		(13,571	)
Return of capital from unconsolidated joint ventures		7,360			—			—

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Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

16. SUBSEQUENT EVENTS

On January 6, 2014, the Company declared a quarterly dividend of $0.68 per common share. The dividend was paid on January 27, 2014 to shareholders of record on January 16, 2014. The total dividend paid amounted to $22.1 million.

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Investment in Joint Ventures - Summary of Unconsolidated Joint Ventures' Financial Statements (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Investment in storage facilities, net	$ 1,498,165	$ 1,417,391
Other assets	11,021	6,676
Total Assets	1,561,875	1,484,310
Mortgages payable	2,254	4,251
Total Liabilities	678,226	742,910
Depreciation and amortization of customer list	(45,233)	(40,542)	(34,836)
Amortization of financing fees	(834)	(836)	(1,184)
Income tax expense	(900)	(1,300)	(1,500)
Interest expense	(32,000)	(33,166)	(38,549)
Sovran HHF Storage Holdings LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investment in storage facilities, net	158,029
Investment in office building
Other assets	5,102
Total Assets	163,131
Due to the Company	476
Mortgages payable	82,084
Other liabilities	2,250
Total Liabilities	84,810
Unaffiliated partners' equity (deficiency)	62,657
Company equity (deficiency)	15,664
Total Partners' Equity (Deficiency)	78,321
Total Liabilities and Partners' Equity (Deficiency)	163,131
Total revenues	21,124
Property operating expenses	(6,738)
Administrative, management and call center fees	(1,547)
Depreciation and amortization of customer list	(3,804)
Amortization of financing fees	(111)
Income tax expense	(86)
Interest expense	(3,552)
Net income	5,286
Sovran HHF Storage Holdings II LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investment in storage facilities, net	187,890
Investment in office building
Other assets	4,601
Total Assets	192,491
Due to the Company	407
Mortgages payable	103,602
Other liabilities	1,840
Total Liabilities	105,849
Unaffiliated partners' equity (deficiency)	73,651
Company equity (deficiency)	12,991
Total Partners' Equity (Deficiency)	86,642
Total Liabilities and Partners' Equity (Deficiency)	192,491
Total revenues	26,850
Property operating expenses	(9,409)
Administrative, management and call center fees	(1,978)
Depreciation and amortization of customer list	(4,155)
Amortization of financing fees	(203)
Income tax expense	(382)
Interest expense	(5,181)
Net income	5,542
Iskalo Office Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investment in storage facilities, net
Investment in office building	4,934
Other assets	719
Total Assets	5,653
Due to the Company
Mortgages payable	6,596
Other liabilities	554
Total Liabilities	7,150
Unaffiliated partners' equity (deficiency)	(1,036)
Company equity (deficiency)	(461)
Total Partners' Equity (Deficiency)	(1,497)
Total Liabilities and Partners' Equity (Deficiency)	5,653
Total revenues	1,280
Property operating expenses	(511)
Administrative, management and call center fees
Depreciation and amortization of customer list	(230)
Amortization of financing fees	(13)
Income tax expense
Interest expense	(405)
Net income	$ 121

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Consolidated Statements of Shareholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock Shares [Member]	Additional Paid-in Capital [Member]	Dividends in Excess of Net Income [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]
Beginning Balance, value at Dec. 31, 2010	$ 631,581	$ 288	$ 816,986	$ (148,264)	$ (10,254)	$ (27,175)
Beginning Balance, Shares at Dec. 31, 2010		27,650,829
Net proceeds from the issuance of common stock	46,034	12	46,022
Net proceeds from the issuance of common stock, shares		1,166,875
Exercise of stock options	728		728
Exercise of stock options, shares	28,050	28,050
Issuance of non-vested stock	617	1	616
Issuance of non-vested stock, shares		106,602
Earned portion of non-vested stock	1,492		1,492
Stock option expense	302		302
Deferred compensation outside directors	239		239
Carrying value less than redemption value on redeemed noncontrolling interest	(3,918)		(3,918)
Adjustment to redemption value of noncontrolling redeemable Operating Partnership Units	(2,227)			(2,227)
Net income attributable to common shareholders	30,592			30,592
Change in fair value of derivatives	(1)				(1)
Dividends	(49,900)			(49,900)
Ending balance, value at Dec. 31, 2011	655,539	301	862,467	(169,799)	(10,255)	(27,175)
Ending balance, shares at Dec. 31, 2011		28,952,356
Net proceeds from the issuance of common stock	75,206	14	75,192
Net proceeds from the issuance of common stock, shares		1,400,931
Exercise of stock options	3,736	1	3,735
Exercise of stock options, shares	91,520	91,520
Issuance of non-vested stock, shares		1,813
Earned portion of non-vested stock	2,392		2,392
Stock option expense	280		280
Deferred compensation outside directors	122		122
Carrying value less than redemption value on redeemed noncontrolling interest	(584)		(584)
Adjustment to redemption value of noncontrolling redeemable Operating Partnership Units	(5,088)			(5,088)
Net income attributable to common shareholders	55,128			55,128
Change in fair value of derivatives	(4,987)				(4,987)
Dividends	(53,014)			(53,014)
Ending balance, value at Dec. 31, 2012	728,730	316	943,604	(172,773)	(15,242)	(27,175)
Ending balance, shares at Dec. 31, 2012		30,446,620
Net proceeds from the issuance of common stock	107,827	17	107,810
Net proceeds from the issuance of common stock, shares		1,667,819
Net proceeds from the issuance of common stock through Dividend Reinvestment Plan	4,678	1	4,677
Net proceeds from the issuance of common stock through Dividend Reinvestment Plan, shares	68,957	68,957
Exercise of stock options	7,017	1	7,016
Exercise of stock options, shares	160,515	160,515
Issuance of non-vested stock		2	(2)
Issuance of non-vested stock, shares		189,080
Earned portion of non-vested stock	2,876		2,876
Stock option expense	301		301
Deferred compensation outside directors	118		118
Carrying value less than redemption value on redeemed noncontrolling interest	(1)		(1)
Adjustment to redemption value of noncontrolling redeemable Operating Partnership Units	(524)			(524)
Net income attributable to common shareholders	74,126			74,126
Change in fair value of derivatives	8,840				8,840
Dividends	(63,279)			(63,279)
Ending balance, value at Dec. 31, 2013	$ 870,709	$ 337	$ 1,066,399	$ (162,450)	$ (6,402)	$ (27,175)
Ending balance, shares at Dec. 31, 2013		32,532,991

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	32,532,991	30,446,620
Treasury stock at cost, shares	1,171,886	1,171,886

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

9. FAIR VALUE MEASUREMENTS

The Company applies the provisions of ASC Topic 820 “Fair Value Measurements and Disclosures” in determining the fair value of its financial and nonfinancial assets and liabilities. ASC Topic 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

In May 2011 the FASB issued ASU No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and International Financial Reporting Standards (“IFRS”) (“ASU 2011-04”). ASU 2011-04 represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurements. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with GAAP and IFRS. The amendments in this ASU were required to be applied prospectively, and were effective for interim and annual periods beginning after December 15, 2011. The Company adopted the provisions of ASU 2011-04 on January 1, 2012 and its adoption did not have a significant impact on the Company’s current fair value measurements or disclosures. The adoption is not expected to have a significant effect on any future fair value measurements or disclosures.

Refer to Note 7 for presentation of the fair values of debt obligations which are disclosed at fair value on a recurring basis.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2013 (in thousands):

	Asset (Liability)			Level 1		Level 2			Level 3
Interest rate swaps		794			—		794			—
Interest rate swaps		(7,523	)		—		(7,523	)		—

Interest rate swaps are over the counter securities with no quoted readily available Level 1 inputs, and therefore are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using the income approach.

During 2013, assets and liabilities measured at fair value on a non-recurring basis included the assets acquired and liabilities assumed in connection with the acquisition of 11 storage facilities (see note 4). To determine the fair value of land, the Company used prices per acre derived from observed transactions involving comparable land in similar locations, which is considered a Level 2 input. To determine the fair value of buildings, equipment and improvements, the Company used current replacement cost based on information derived from construction industry data by geographic region as adjusted for the age, condition, and economic obsolescence associated with these assets, which are considered Level 2 and 3 inputs. The fair value of in-place customer leases is based on the rent lost due to the amount of time required to replace existing customers which is based on the Company’s historical experience with turnover in its facilities, which is a Level 3 input. Other assets acquired and liabilities assumed in the acquisitions consist primarily of prepaid or accrued real estate taxes and deferred revenues from advance monthly rentals paid by customers. The fair values of these assets and liabilities are based on their carrying values as they typically turn over within one year from the acquisition date and these are Level 3 inputs.

During 2011, the Company measured a storage facility at fair value as a result of the determination that the structure of a building was deficient and would need to be demolished. The fair value of the facility was determined by assessing the future discounted cash flows of the facility, which is considered a level 3 input. An impairment charge of $1.0 million was recorded in 2011 as a result of the write-down of the facility to fair value. No such impairment charge was recorded in 2013 or 2012.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 14, 2014	Jun. 28, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	SSS
Entity Registrant Name	SOVRAN SELF STORAGE INC
Entity Central Index Key	0000944314
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		32,579,552
Entity Public Float			$ 1,991,498,499

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Stock Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

10. STOCK BASED COMPENSATION

The Company established the 2005 Award and Option Plan (the “Plan”) which replaced the expired 1995 Award and Option Plan for the purpose of attracting and retaining the Company’s executive officers and other key employees. 1,500,000 shares were authorized for issuance under the Plan. Options granted under the Plan vest ratably over four and eight years, and must be exercised within ten years from the date of grant. The exercise price for qualified incentive stock options must be at least equal to the fair market value of the common shares at the date of grant. As of December 31, 2013, options for 103,568 shares were outstanding under the Plans and options for 636,188 shares of common stock were available for future issuance. The Company may also grant other stock-based awards under the Plan, including restricted stock and performance-based vesting restricted stock awards.

The Company also established the 2009 Outside Directors’ Stock Option and Award Plan (the “Non-employee Plan”) which replaced the 1995 Outside Directors’ Stock Option Plan for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors. The Non-employee Plan provides for the initial granting of options to purchase 3,500 shares of common stock and for the annual granting of options to purchase 2,000 shares of common stock to each eligible director. Such options vest over a one-year period for initial awards and immediately upon subsequent grants. In addition, each outside director receives non-vested shares annually equal to 80% of the annual fees paid to them. During the restriction period, the non-vested shares may not be sold, transferred, or otherwise encumbered. The holder of the non-vested shares has all rights of a holder of common shares, including the right to vote and receive dividends. During 2013, 1,832 non-vested shares were issued to outside directors. Such non-vested shares vest over a one-year period. The total shares reserved under the Non-employee Plan is 150,000. The exercise price for options granted under the Non-employee Plan is equal to the fair market value at the date of grant. As of December 31, 2013, options for 27,000 common shares and 21,166 of non-vested shares were outstanding under the Non-employee Plans. As of December 31, 2013 options for 94,539 shares of common stock were available for future issuance.

A summary of the Company’s stock option activity and related information for the years ended December 31 follows:

	2013					2012					2011
	Options			Weighted average exercise price		Options			Weighted average exercise price		Options			Weighted average exercise price
Outstanding at beginning of year:		273,248		$	43.45		364,268		$	42.76		387,318		$	41.72
Granted		8,000			69.90		9,500			49.42		20,000			40.47
Exercised		(160,515	)		43.72		(91,520	)		40.82		(28,050	)		25.96
Adjusted / (forfeited)		9,835			36.37		(9,000	)		39.23		(15,000	)		44.29
Outstanding at end of year		130,568		$	44.82		273,248		$	43.45		364,268		$	42.76
Exercisable at end of year		60,382		$	46.85		165,667		$	44.56		220,293		$	44.25

A summary of the Company’s stock options outstanding at December 31, 2013 follows:

	Outstanding				Exercisable
Exercise Price Range	Options		Weighted average exercise price		Options		Weighted average exercise price
$20.28 - 29.99		5,000	$	24.02		5,000	$	24.02
$30.00 - 39.99		5,850	$	35.53		2,850	$	35.67
$40.00 - 57.79		119,718	$	46.14		52,532	$	49.63
Total		130,568	$	44.82		60,382	$	46.85

Intrinsic value of outstanding stock options at December 31, 2013	$	2,694,776
Intrinsic value of exercisable stock options at December 31, 2013	$	1,144,247

The intrinsic value of stock options exercised during the years ended December 31, 2013, 2012, and 2011, was $3.6 million, $1.1 million, and $0.4 million respectively.

Proceeds from stock options exercised during the years ended December 31, 2013, 2012, and 2011 amounted to $7.0 million, $3.7 million, and $0.7 million respectively.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock at December 31, 2013, or the price on the date of exercise for those exercised during the year. As of December 31, 2013, there was approximately $0.3 million of total unrecognized compensation cost related to stock option compensation arrangements granted under our stock award plans. That cost is expected to be recognized over a weighted-average period of approximately 2.3 years. The weighted average remaining contractual life of all options is 5.2 years, and for exercisable options is 5.7 years.

Non-vested stock

The Company has also issued 724,379 shares of non-vested stock to employees which vest over one to nine year periods. During the restriction period, the non-vested shares may not be sold, transferred, or otherwise encumbered. The holder of the non-vested shares has all rights of a holder of common shares, including the right to vote and receive dividends. For issuances of non-vested stock during the year ended December 31, 2013, the fair market value of the non-vested stock on the date of grant ranged from $65.00 to $70.66. During 2013, 189,080 shares of non-vested stock were issued to employees and directors with an aggregate fair value of $10.4 million. The Company charges additional paid-in capital for the market value of shares as they are issued. The unearned portion is then amortized and charged to expense over the vesting period. The Company uses the average of the high and low price of its common stock on the date the award is granted as the fair value for non-vested stock awards.

A summary of the status of unvested shares of stock issued to employees and directors as of and during the years ended December 31 follows:

	2013					2012					2011
	Non- vested Shares			Weighted average grant date fair value		Non- vested Shares			Weighted average grant date fair value		Non- vested Shares			Weighted average grant date fair value
Unvested at beginning of year:		187,535		$	37.36		246,634		$	37.93		192,776		$	39.34
Granted		189,080			54.78		2,592			49.42		106,602			35.02
Vested		(83,419	)		35.28		(60,912	)		40.13		(52,744	)		37.19
Forfeited		—			—		(779	)		41.07		—			—
Unvested at end of year		293,196		$	49.20		187,535		$	37.36		246,634		$	37.93

Compensation expense of $2.9 million, $2.4 million and $1.5 million was recognized for the vested portion of non-vested stock grants in 2013, 2012 and 2011, respectively. The fair value of non-vested stock that vested during 2013, 2012 and 2011 was $2.9 million, $2.4 million and $2.0 million, respectively. The total unrecognized compensation cost related to non-vested stock was $13.0 million at December 31, 2013, and the remaining weighted-average period over which this expense will be recognized was 3.3 years.

Performance-based vesting restricted stock

The Company granted a total of 87,040 performance shares under the Plan during 2013 which are included above. In 2011, the Company granted 42,040 performance shares under the Plan which are also included above. Performance shares granted are based upon the Company’s performance over a three year period depending on the Company’s total shareholder return relative to a group of peer companies. Performance based nonvested shares are recognized as compensation expense based on fair value on date of grant, the number of shares ultimately expected to vest and the vesting period. For accounting purposes, the performance shares are considered to have a market condition. The effect of the market condition is reflected in the grant date fair value of the award and, thus compensation expense is recognized on this type of award provided that the requisite service is rendered (regardless of whether the market condition is achieved). The Company estimated the fair value of each performance share granted under the Plan on the date of grant using a Monte Carlo simulation that uses the assumptions noted in Note 2.

During 2013, compensation expense of $0.6 million was recognized for the performance shares granted in 2011 and 2013. The total unrecognized compensation cost related to non-vested performance shares was $2.8 million at December 31, 2013 and the weighted-average period over which this expense will be recognized is 3.0 years.

Deferred compensation plan for directors

Under the Deferred Compensation Plan for Directors, non-employee Directors may defer all or part of their Directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under this plan are credited to each Directors’ account under the plan in the form of Units. The number of Units credited is determined by dividing the amount of Directors’ fees deferred by the closing price of the Company’s Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which Directors’ fees otherwise would be paid by the Company. A Director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such Directors’ Account. A Director may elect to receive the shares in a lump sum on a date specified by the Director or in quarterly or annual installments over a specified period and commencing on a specified date. The Directors may not elect to receive cash in lieu of shares. Under this plan there were a total of 41,940 units outstanding at December 31, 2013. Fees that were earned and credited to Directors’ accounts are recorded as compensation expense which totaled $0.1 million, $0.1 million and $0.2 million in 2013, 2012 and 2011, respectively.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues
Rental income	$ 253,384	$ 217,906	$ 188,371
Other operating income	20,123	16,176	12,489
Total operating revenues	273,507	234,082	200,860
Expenses
Property operations and maintenance	61,316	55,163	51,793
Real estate taxes	26,496	22,076	19,185
General and administrative	34,939	32,313	25,986
Acquisition costs	3,129	4,328	3,278
Impairment loss			1,047
Operating leases of storage facilities	1,331
Depreciation and amortization	45,233	40,542	34,836
Total operating expenses	172,444	154,422	136,125
Income from operations	101,063	79,660	64,735
Other income (expenses)
Interest expense	(32,000)	(33,166)	(38,549)
Interest income	40	4	83
Casualty loss			(126)
Gain on sale of real estate	421	687	1,511
Equity in income (losses) of joint ventures	1,948	936	(340)
Income from continuing operations	71,472	48,121	27,314
Income from discontinued operations (including a gain on disposal of $2,431 in 2013 and $4,498 in 2012)	3,123	7,520	4,215
Net income	74,595	55,641	31,529
Net income attributable to noncontrolling interest	(469)	(513)	(937)
Net income attributable to common shareholders	$ 74,126	$ 55,128	$ 30,592
Earnings per common share attributable to common shareholders - basic
Continuing operations	$ 2.27	$ 1.62	$ 0.96
Discontinued operations	$ 0.10	$ 0.26	$ 0.15
Earnings per share - basic	$ 2.37	$ 1.88	$ 1.11
Earnings per common share attributable to common shareholders - diluted
Continuing operations	$ 2.26	$ 1.61	$ 0.95
Discontinued operations	$ 0.10	$ 0.26	$ 0.15
Earnings per share - diluted	$ 2.36	$ 1.87	$ 1.10

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Investment in Storage Facilities

12 Months Ended

Dec. 31, 2013

Real Estate [Abstract]

Investment in Storage Facilities

4. INVESTMENT IN STORAGE FACILITIES

The following summarizes activity in storage facilities during the years ended December 31, 2013 and December 31, 2012.

(Dollars in thousands)	2013			2012
Cost:
Beginning balance	$	1,742,354		$	1,525,283
Acquisition of storage facilities		93,376			185,431
Improvements and equipment additions		32,241			42,269
Increase (decrease) in construction in progress		1,570			(6,031	)
Dispositions and impairments		(4,904	)		(4,598	)
Ending balance	$	1,864,637		$	1,742,354
Accumulated Depreciation:
Beginning balance	$	324,963		$	289,082
Additions during the year		41,929			37,226
Dispositions and impairments		(420	)		(1,345	)
Ending balance	$	366,472		$	324,963

The assets and liabilities of the acquired storage facilities, which primarily consist of tangible and intangible assets, are measured at fair value on the date of acquisition in accordance with the principles of FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” During 2013 and 2012, the Company acquired 11 and 28 self-storage facilities, respectively, and the purchase price of the facilities was assigned as follows:

(dollars in thousands)							Consideration paid							Acquisition Date Fair Value
State	Number of Properties		Date of Acquisition		Purchase Price		Cash Paid		Loan Assumed		Net Other Liabilities (Assets)			Land		Building, Equipment, and Improvements		In-Place Customers Leases		Closing Costs Expensed
2013
Texas		1		2/11/2013	$	2,400	$	2,382	$	—	$	18		$	337	$	2,005	$	58	$	125
New York		1		3/22/2013		11,050		11,119		—		(69	)		2,122		8,736		192		244
Massachusetts		1		3/22/2013		8,850		8,848		—		2			1,553		7,186		111		141
New York		2		8/29/2013		22,000		21,985		—		15			3,320		18,378		302		466
Colorado		1		9/30/2013		5,940		5,859		—		81			628		5,201		111		167
New Jersey		1		11/26/2013		8,535		8,499		—		36			1,843		6,544		148		249
Florida		1		12/4/2013		6,300		6,231		—		69			868		5,306		126		153
Texas		1		12/27/2013		6,900		6,873		—		27			1,547		5,226		127		337
Connecticut		1		12/30/2013		10,160		10,209		—		(49	)		1,174		8,817		169		196
New Jersey		1		12/30/2013		12,765		12,754		—		11			1,639		10,946		180		359
Total acquired 2013		11			$	94,900	$	94,759	$	—	$	141		$	15,031	$	78,345	$	1,524	$	2,437
Leased stores (CT, NY)		4		11/1/2013		—		—		—		—			—		—		—		692
Total acquired or leased		15			$	94,900	$	94,759	$	—	$	141		$	15,031	$	78,345	$	1,524	$	3,129
2012
Florida		1		5/16/2012	$	15,340	$	15,163	$	—	$	177		$	2,960	$	12,077	$	303	$	457
Illinois		2		6/6/2012		20,750		20,304		—		446			3,871		16,486		393		420
Virginia		1		6/20/2012		6,920		6,884		—		36			911		5,862		147		196
Georgia		1		7/18/2012		8,500		8,442		—		58			1,560		6,766		174		49
Florida		3		9/18/2012		15,957		15,749		—		208			2,176		13,461		320		328
Georgia		4		9/18/2012		26,883		26,856		—		27			4,438		22,110		335		487
North Carolina		1		9/19/2012		7,400		7,374		—		26			2,337		4,900		163		221
Illinois		1		9/27/2012		4,435		4,365		—		70			1,213		3,129		93		143
Illinois		1		12/10/2012		7,100		6,939		—		161			1,051		5,893		156		221
Arizona		1		12/18/2012		4,650		4,639		—		11			910		3,657		83		83
Illinois		4		12/20/2012		32,250		31,747		—		503			7,080		24,589		581		598
Forida		4		12/21/2012		21,407		21,278		—		129			4,805		16,052		550		607
Texas		3		12/27/2012		14,050		13,956		—		94			2,652		11,091		307		425
Illnois		1		12/31/2012		3,450		3,404		—		46			268		3,126		56		93
Total acquired 2012		28			$	189,092	$	187,100	$	—	$	1,992		$	36,232	$	149,199	$	3,661	$	4,328

All of the properties acquired in 2013 and 2012 were purchased from unrelated third parties. The operating results of the acquired facilities have been included in the Company’s operations since the respective acquisition dates.

The Company measures the fair value of in-place customer lease intangible assets based on the Company’s experience with customer turnover. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period). In-place customer leases are included in other assets on the Company’s balance sheet as follows:

(Dollars in thousands)	2013			2012
In-place customer leases	$	14,643		$	13,228
Accumulated amortization		(13,551	)		(10,337	)
Net carrying value at December 31,	$	1,092		$	2,891

Amortization expense related to in-place customer leases was $3.3 million, $3.3 million, and $1.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. Amortization expense in 2014 is expected to be $1.1 million.

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Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

3. EARNINGS PER SHARE

The Company reports earnings per share data in accordance ASC Topic 260, “Earnings Per Share.” Effective January 1, 2009, FASB ASC Topic 260 was updated for the issuance of FASB Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, or FSP EITF 03-6-1, with transition guidance included in FASB ASC Topic 260-10-65-2. Under FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. The Company has calculated its basic and diluted earnings per share using the two-class method. The following table sets forth the computation of basic and diluted earnings per common share utilizing the two-class method.

	Year Ended December 31,
(Amounts in thousands, except per share data)	2013		2012		2011
Numerator:
Net income from continuing operations attributable to common shareholders	$	71,023	$	47,677	$	26,427
Denominator:
Denominator for basic earnings per share - weighted average shares		31,297		29,358		27,674
Effect of Dilutive Securities:
Stock options and non-vested stock		156		131		51
Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversion		31,453		29,489		27,725
Basic Earnings per Common Share from continuing operations attributable to common shareholders	$	2.27	$	1.62	$	0.96
Basic Earnings per Common Share attributable to common shareholders	$	2.37	$	1.88	$	1.11
Diluted Earnings per Common Share from continuing operations attributable to common shareholders	$	2.26	$	1.61	$	0.95
Diluted Earnings per Common Share attributable to common shareholders	$	2.36	$	1.87	$	1.10

Not included in the effect of dilutive securities above are 2,000 stock options and 112,664 unvested restricted shares for the year ended December 31, 2013; and 31,375 stock options and 121,711 unvested restricted shares for the year ended December 31, 2012; and 305,468 stock options and 157,903 unvested restricted shares for the year ended December 31, 2011, because their effect would be antidilutive.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. COMMITMENTS AND CONTINGENCIES

The Company’s current practice is to conduct environmental investigations in connection with property acquisitions. At this time, the Company is not aware of any environmental contamination of any of its facilities that individually or in the aggregate would be material to the Company’s overall business, financial condition, or results of operations.

At December 31, 2013, the Company was under contract to acquire seven self-storage facilities for cash consideration of approximately $92.8 million. Six of the properties were acquired in January and February 2014 from unrelated parties for $86.7 million. The Company has not yet determined the assignment of the purchase prices of these six facilities to the individual assets acquired. These acquisitions were funded with draws on the Company’s line of credit. The line of credit balance outstanding after the funding of the six acquisitions was $141.0 million. The following is a summary of the 2014 acquisitions (dollars in thousands):

State	Number of Properties		Date of Acquisition		Purchase Price
Florida		2		1/9/2014	$	54,000
Texas		1		1/17/2014		9,000
Texas		1		2/10/2014		8,900
Maine		2		2/11/2014		14,750
Total acquired 2014		6			$	86,650

The purchase of the remaining facility by the Company is subject to customary conditions to closing, and there is no assurance that this facility will be acquired.

On November 1, 2013, the Company completed certain transactions with respect to the lease of four self storage facilities in New York and Connecticut with annual lease payments of $6 million with a provision for 4% annual increases, and an exclusive option to purchase the facilities for $120 million. The leases commenced November 1, 2013 and run through December 31, 2028. The Company has an option to purchase the facilities during the period from February 2, 2015 through September 2, 2016. The operating results of the leased facilities have been included in the Company’s operations since November 1, 2013. During 2013, $1.0 million of payments were made on the leases and the Company recorded straight-line operating lease expense of $1.3 million as a result of the annual escalators included in the leases.

Future minimum lease payments on the lease of the four storage facilities, a building lease, and the lease of the Company’s headquarters are as follows (dollars in thousands):

	Four Storage Facilities		Building Lease		Corporate Headquarters		Total
2014	$	6,000	$	47	$	869	$	6,916
2015		6,240		48		895		7,183
2016		6,490		48		914		7,452
2017		6,749		48		924		7,721
2018		7,019		48		924		7,991
Thereafter		87,644		263		4,090		91,997
Total	$	120,142	$	502	$	8,616	$	129,260

At December 31, 2013, the Company has signed contracts in place with third party contractors for expansion and enhancements at its existing facilities. The Company expects to pay $14.6 million under these contracts in 2014.

The Company has committed up to $2.5 million for a 16.7% limited partnership interest in an entity that is developing self storage facilities that will be managed by the Company. At December 31, 2013 none of the commitment has been funded.

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Retirement Plan

12 Months Ended

Dec. 31, 2013

Compensation And Retirement Disclosure [Abstract]

Retirement Plan

11. RETIREMENT PLAN

Employees of the Company qualifying under certain age and service requirements are eligible to be a participant in a 401(k) Plan. The Company contributes to the Plan at the rate of 10% of the first 4% of gross wages that the employee contributes. Total expense to the Company was approximately $78,000, $69,000, and $72,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

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Mortgages Payable and Debt Maturities

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Mortgages Payable and Debt Maturities

7. MORTGAGES PAYABLE AND DEBT MATURITIES

Mortgages payable at December 31, 2013 and 2012 consist of the following:

(dollars in thousands)	December 31, 2013		December 31, 2012
6.76% mortgage note due September 11, 2013, secured by 1 self-storage facility, repaid September 11, 2013		—		896
6.35% mortgage note due March 11, 2014, secured by 1 self-storage facility, repaid December 11, 2013		—		983
5.99% mortgage notes due May 1, 2026, secured by 1 self-storage facility with an aggregate net book value of $4.4 million, principal and interest paid monthly (effective interest rate 6.18%)		2,254		2,372
Total mortgages payable	$	2,254	$	4,251

The table below summarizes the Company’s debt obligations and interest rate derivatives at December 31, 2013. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate term notes and mortgage notes were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. These assumptions are considered Level 2 inputs within the fair value hierarchy as described in Note 9. The carrying values of our variable rate debt instruments approximate their fair values as these debt instruments bear interest at current market rates that approximate market participant rates. This is considered a Level 2 input within the fair value hierarchy. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company would realize in a current market exchange.

	Expected Maturity Date Including Discount
(dollars in thousands)	2014		2015		2016		2017		2018		Thereafter		Total		Fair Value
Line of credit - variable rate LIBOR + 1.5% (1.67% at December 31, 2013)		—		—		—		—	$	49,000		—	$	49,000	$	49,000
Notes Payable:
Term note - fixed rate 6.38%		—		—	$	150,000		—		—		—	$	150,000	$	168,565
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013)		—		—		—		—		—	$	225,000	$	225,000	$	225,000
Term note - variable rate LIBOR+1.65% (1.82% at December 31, 2013)		—		—		—		—		—	$	100,000	$	100,000	$	100,000
Term note - fixed rate 5.54%		—		—		—		—		—	$	100,000	$	100,000	$	110,816
Mortgage notes - fixed rate 5.99%	$	126	$	134	$	142	$	151	$	160	$	1,541	$	2,254	$	2,310
Interest rate derivatives - asset		—		—		—		—		—		—		—	$	(794	)
Interest rate derivatives - liability		—		—		—		—		—		—		—	$	7,523

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Fair Value Measurements - Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) (Interest Rate Swap [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Interest rate swaps	$ 794
Interest rate swaps	(7,523)
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Interest rate swaps
Interest rate swaps
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Interest rate swaps	794
Interest rate swaps	(7,523)
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Interest rate swaps
Interest rate swaps

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Discontinued Operations

12 Months Ended

Dec. 31, 2013

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

5. DISCONTINUED OPERATIONS

In the 4^th quarter of 2013, the Company sold four non-strategic storage facilities in Florida (2), Ohio (1), and Virginia (1) for net proceeds of approximately $11.7 million resulting in a gain of approximately $2.4 million. In 2012, the Company sold 17 non-strategic storage facilities in Maryland (1), Michigan (4), and Texas (12) for net proceeds of approximately $47.7 million resulting in a gain of approximately $4.5 million. The operations of these facilities and the loss or gain on sale are reported as discontinued operations. Cash flows of discontinued operations have not been segregated from the cash flows of continuing operations on the accompanying consolidated statement of cash flows for the years ended December 31, 2013, 2012 and 2011. The following is a summary of the amounts reported as discontinued operations:

	Year Ended December 31,
(dollars in thousands)	2013			2012			2011
Total revenue	$	1,726		$	7,069		$	10,295
Property operations and maintenance expense		(576	)		(2,189	)		(3,120	)
Real estate tax expense		(145	)		(721	)		(1,218	)
Depreciation and amortization expense		(313	)		(1,137	)		(1,742	)
Net realized gain (loss) on sale of property		2,431			4,498			—
Total income from discontinued operations	$	3,123		$	7,520		$	4,215

Income from continuing operations attributable to common shareholders was $71.0 million, $47.7 million and $26.4 million in 2013, 2012 and 2011, respectively. Income from discontinued operations attributable to common shareholders was $3.1 million, $7.5 million and $4.2 million in 2013, 2012 and 2011, respectively.

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Unsecured Line of Credit and Term Notes

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Unsecured Line of Credit and Term Notes

6. UNSECURED LINE OF CREDIT AND TERM NOTES

Borrowings outstanding on our unsecured line of credit and term notes are as follows:

(Dollars in thousands)	Dec. 31, 2013		Dec. 31, 2012
Revolving line of credit borrowings	$	49,000	$	105,000
Term note due September 4, 2013		—		20,000
Term note due September 4, 2013		—		80,000
Term note due April 13, 2016		150,000		150,000
Term note due August 3, 2018		—		225,000
Term note due June 4, 2020		225,000		—
Term note due June 4, 2020		100,000		—
Term note due August 5, 2021		100,000		100,000
Total term notes payable	$	575,000	$	575,000

On June 4, 2013, the Company entered into an amendment to its unsecured credit arrangements. As part of the amended agreement, the Company entered into a $225 million unsecured term note maturing June 4, 2020 bearing interest at LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.65%). The agreement also provides for a $175 million (expandable to $250 million) revolving line of credit bearing interest at a variable rate equal to LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.50%), and requires a 0.20% facility fee. The interest rate at December 31, 2013 on the Company’s available line of credit was approximately 1.67% (2.21% at December 31, 2012). At December 31, 2013, there was $125.3 million available on the unsecured line of credit net of outstanding letters of credit of $0.7 million and without considering the additional availability under the expansion feature. The revolving line of credit has a maturity date of June 4, 2018, but can be extended for two one-year periods at the Company’s option with the payment of an extension fee equal to 0.125% of the total line of credit commitment.

In addition, on June 4, 2013, as part of the amendment to its unsecured credit arrangement, the Company secured an additional $100 million term note with a delayed draw feature that was used to fund the Company’s term notes that matured in September 2013. The delayed draw term note matures June 4, 2020 and bears interest at LIBOR plus a margin based on the Company’s credit rating (at December 31, 2013 the margin is 1.65%).

In connection with the execution of the amendment to our unsecured credit agreement, it was determined that the borrowing capacity of each lender participating in the revolving line of credit exceeded their borrowing capacities prior to the amendment. As a result, unamortized deferred financing costs associated with the agreement prior to its amendment remain deferred and are being amortized to interest expense over the term of the newly amended agreement. Fees and other costs paid to execute the amendment relating to the revolving line of credit totaling $0.5 million were recorded as additional deferred financing costs and are being amortized to interest expense over the term of the newly amended agreement.

The Company paid $1.1 million in fees to lenders for their commitments under the unsecured term note portion of the newly amended agreement. These lenders’ commitments were determined to be a modification of their unsecured term note commitments prior to the amendment. Such costs were recorded as additional deferred financing costs and are being amortized to interest expense over the term of the newly amended agreement. In addition, previously unamortized deferred financing costs associated with the unsecured term note commitments prior to the amendment remain deferred and are being amortized to interest expense over the term of the newly amended agreement.

In 2011, the Company entered into a $100 million term note maturing August 5, 2021 bearing interest at a fixed rate of 5.54%. The interest rate on the term note increases to 7.29% if the notes are not rated by at least one rating agency, the credit rating on the notes is downgraded or if the Company’s credit rating is downgraded. The proceeds from this term note were used to fund acquisitions and investments in unconsolidated joint ventures.

The Company also maintains a $150 million unsecured term note maturing April 13, 2016 bearing interest at 6.38%. The interest rate on the $150 million unsecured term note increases to 8.13% if the notes are not rated by at least one rating agency, the credit rating on the notes is downgraded or the Company’s credit rating is downgraded.

The line of credit and term notes require the Company to meet certain financial covenants, measured on a quarterly basis, including prescribed leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness and limitations on dividend payouts. At December 31, 2013, the Company was in compliance with its debt covenants.

We believe that if operating results remain consistent with historical levels and levels of other debt and liabilities remain consistent with amounts outstanding at December 31, 2013 the entire availability on the line of credit could be drawn without violating our debt covenants.

The Company’s fixed rate term notes contain a provision that allows for the noteholders to call the debt upon a change of control of the Company at an amount that includes a make whole premium based on rates in effect on the date of the change of control.

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

8. DERIVATIVE FINANCIAL INSTRUMENTS

Interest rate swaps are used to adjust the proportion of total debt that is subject to variable interest rates. The interest rate swaps require the Company to pay an amount equal to a specific fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The notional amounts are not exchanged. No other cash payments are made unless the contract is terminated prior to its maturity, in which case the contract would likely be settled for an amount equal to its fair value. The Company enters interest rate swaps with a number of major financial institutions to minimize counterparty credit risk.

The interest rate swaps qualify and are designated as hedges of the amount of future cash flows related to interest payments on variable rate debt. Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value and the related gains or losses are deferred in shareholders’ equity as Accumulated Other Comprehensive Loss (“AOCL”). These deferred gains and losses are recognized in interest expense during the period or periods in which the related interest payments affect earnings. However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was deminimus in 2013, 2012, and 2011.

The Company has interest rate swap agreements in effect at December 31, 2013 as detailed below to effectively convert a total of $325 million of variable-rate debt to fixed-rate debt.

Notional Amount	Effective Date		Expiration Date		Fixed Rate Paid			Floating Rate Received
$125 Million		9/1/2011		8/1/18		2.3700	%		1 month LIBOR
$100 Million		12/30/11		12/29/17		1.6125	%		1 month LIBOR
$100 Million		9/4/13		9/4/18		1.3710	%		1 month LIBOR
$100 Million		12/29/17		11/29/19		3.9680	%		1 month LIBOR
$125 Million		8/1/18		6/1/20		4.1930	%		1 month LIBOR

The interest rate swap agreements are the only derivative instruments, as defined by FASB ASC Topic 815 “Derivatives and Hedging”, held by the Company. During 2013, 2012, and 2011, the net reclassification from AOCL to interest expense was $5.3 million, $4.9 million and $10.5 million, respectively, based on payments made under the swap agreements. Based on current interest rates, the Company estimates that payments under the interest rate swaps will be approximately $5.5 million in 2014. Payments made under the interest rate swap agreements will be reclassified to interest expense as settlements occur. The fair value of the swap agreements, including accrued interest, was an asset of $0.8 million and a liability of $7.5 million at December 31, 2013, and a liability of $15.7 million at December 31, 2012.

The Company agreements with its interest rate swap counterparties contain provisions pursuant to which the Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender. The interest rate swap agreements also incorporate other loan covenants of the Company. Failure to comply with the loan covenant provisions would result in the Company being in default on the interest rate swap agreements. As of December 31, 2013, the Company had not posted any collateral related to the interest rate swap agreements. If the Company had breached any of these provisions as of December 31, 2013, it could have been required to settle its obligations under the agreements at their net termination value of $6.7 million.

The changes in AOCL for the years ended December 31, 2013, 2012 and 2011 are summarized as follows:

(dollars in thousands)	Jan. 1, 2013 to Dec. 31, 2013			Jan. 1, 2012 to Dec. 31, 2012			Jan. 1, 2011 to Dec. 31, 2011
Accumulated other comprehensive loss beginning of period	$	(15,242	)	$	(10,255	)	$	(10,254	)
Realized loss reclassified from accumulated other comprehensive loss to interest expense		5,299			4,889			10,516
Unrealized gain (loss) from changes in the fair value of the effective portion of the interest rate swaps		3,541			(9,876	)		(10,517	)
Gain (loss) included in other comprehensive loss		8,840			(4,987	)		(1	)
Accumulated other comprehensive loss end of period	$	(6,402	)	$	(15,242	)	$	(10,255	)

In August 2011, the Company repaid $150 million in variable rate term notes. In August 2011, the Company also terminated two interest rate swap agreements that were designated as hedges of forecasted interest payments on variable rate debt. Realized losses recognized in interest expense in 2011 include $5.5 million in costs to terminate the interest rate swaps. The cost approximated the fair market values of the swaps at the dates of termination. No interest rate swap terminations occurred in 2013 or 2012.

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Stock Based Compensation - Stock Options Outstanding (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding, Options	130,568
Outstanding, Weighted average exercise price	$ 44.82
Exercisable, Options	60,382
Exercisable, Weighted average exercise price	$ 46.85
Intrinsic value of outstanding stock options at December 31, 2013	$ 2,694,776
Intrinsic value of exercisable stock options at December 31, 2013	$ 1,144,247
$20.28 - 29.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, minimum	$ 20.28
Exercise Price Range, maximum	$ 29.99
Outstanding, Options	5,000
Outstanding, Weighted average exercise price	$ 24.02
Exercisable, Options	5,000
Exercisable, Weighted average exercise price	$ 24.02
$30.00 - 39.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, minimum	$ 30.00
Exercise Price Range, maximum	$ 39.99
Outstanding, Options	5,850
Outstanding, Weighted average exercise price	$ 35.53
Exercisable, Options	2,850
Exercisable, Weighted average exercise price	$ 35.67
$40.00 - 57.79 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, minimum	$ 40.00
Exercise Price Range, maximum	$ 57.79
Outstanding, Options	119,718
Outstanding, Weighted average exercise price	$ 46.14
Exercisable, Options	52,532
Exercisable, Weighted average exercise price	$ 49.63

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Retirement Plan - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Compensation And Retirement Disclosure [Abstract]
Employer contribution, percentage	10.00%
Percentage of employee wage contributions matched 10 % by the employer	4.00%
Retirement Plan, Total expense	$ 78,000	$ 69,000	$ 72,000

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Stock Based Compensation - Stock Option Activity and Related Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Outstanding at beginning of year, Options	273,248	364,268	387,318
Granted, Options	8,000	9,500	20,000
Exercised, Options	(160,515)	(91,520)	(28,050)
Adjusted / (forfeited),Options	9,835	(9,000)	(15,000)
Outstanding at end of year, Options	130,568	273,248	364,268
Exercisable at end of year, Options	60,382	165,667	220,293
Outstanding at beginning of year, Weighted average exercise price	$ 43.45	$ 42.76	$ 41.72
Granted, Weighted average exercise price	$ 69.90	$ 49.42	$ 40.47
Exercised, Weighted average exercise price	$ 43.72	$ 40.82	$ 25.96
Adjusted / (forfeited),Weighted average exercise price	$ 36.37	$ 39.23	$ 44.29
Outstanding at end of year, Weighted average exercise price	$ 44.82	$ 43.45	$ 42.76
Exercisable at end of year, Weighted average exercise price	$ 46.85	$ 44.56	$ 44.25

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Assets and Liabilities Carried at Fair Value Measured on Recurring Basis

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2013 (in thousands):

	Asset (Liability)			Level 1		Level 2			Level 3
Interest rate swaps		794			—		794			—
Interest rate swaps		(7,523	)		—		(7,523	)		—

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Unsecured Line of Credit and Term Notes - Borrowings Outstanding on Unsecured Line of Credit and Term Notes (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Unsecured Line Of Credit And Term Notes [Line Items]
Revolving line of credit borrowings	$ 49,000	$ 105,000
Total term notes payable	575,000	575,000
Term Note Due September 4, 2013 One [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable		20,000
Term Note Due September, 4 2013 Two [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable		80,000
Term Note Due April 13, 2016 [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable	150,000	150,000
Term Note Due August 3, 2018 [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable		225,000
Term Note Due June 4, 2020 [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable	225,000
Term Note Due June 4, 2020 Second [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable	100,000
Term Note Due August 5, 2021 [Member]
Unsecured Line Of Credit And Term Notes [Line Items]
Total term notes payable	$ 100,000	$ 100,000

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Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Shareholders' Equity

13. SHAREHOLDERS’ EQUITY

On February 27, 2013, the Company entered into a continuous equity offering program (“Equity Program”) with Wells Fargo Securities, LLC (“Wells Fargo”), Jefferies LLC fka Jefferies & Company, Inc. (“Jefferies”) and SunTrust Robinson Humphrey, Inc. (“SunTrust”) pursuant to which the Company may sell from time to time up to $175 million in aggregate offering price of shares of the Company’s common stock. Actual sales under the Equity Program will depend on a variety of factors and conditions, including, but not limited to, market conditions, the trading price of the Company’s common stock, and determinations of the appropriate sources of funding for the Company. The Company expects to continue to offer, sell, and issue shares of common stock under the Equity Program from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under the Equity Program.

During 2013, the Company issued 1,667,819 shares of common stock under this Equity Program at a weighted average issue price of $65.66 per share, generating net proceeds of $107.8 million after deducting $0.5 million of sales commissions payable to SunTrust, $0.5 million to Wells Fargo, and $0.5 million to Jefferies. In addition to sales commissions, the Company incurred expenses of $0.2 million in connection with the Equity Program during 2013. The Company used the proceeds from the Equity Program to reduce the outstanding balance under the Company’s revolving line of credit and to fund the acquisition of 11 storage facilities. As of December 31, 2013, the Company had $65.5 million available for issuance under the Equity Program.

During 2012, the Company issued 1,391,425 shares of common stock under its previously available equity offering program with Wells Fargo at a weighted average issue price of $55.20 per share, generating net proceeds of $75.3 million after deducting $1.5 million of sales commissions payable to Wells Fargo. In addition to sales commissions paid to Wells Fargo, the Company incurred expenses of $58,000 in connection with this equity offering program during 2012. During 2011, the Company issued 1,166,875 shares of common stock under its previously available equity offering program at a weighted average issue price of $40.59 per share, generating net proceeds of $46.4 million after deducting $0.9 million of sales commissions payable to Wells Fargo. In addition to sales commissions paid to Wells Fargo, the Company incurred expenses of $0.4 million in connection with the Equity Program during 2011.

In 2013, the Company implemented a new Dividend Reinvestment Plan in which replaced the Company’s previous plan which was suspended in November 2009. The Company issued 68,957 shares under the new plan in 2013.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation: All of the Company’s assets are owned by, and all its operations are conducted through, Sovran Acquisition Limited Partnership (the “Operating Partnership”). Sovran Holdings, Inc., a wholly-owned subsidiary of the Company (the “Subsidiary”), is the sole general partner of the Operating Partnership; the Company is a limited partner of the Operating Partnership, and through its ownership of the Subsidiary and its limited partnership interest controls the operations of the Operating Partnership, holding a 99.4% ownership interest therein as of December 31, 2013. The remaining ownership interests in the Operating Partnership (the “Units”) are held by certain former owners of assets acquired by the Operating Partnership subsequent to its formation.

We consolidate all wholly owned subsidiaries. Partially owned subsidiaries and joint ventures are consolidated when we control the entity. Our consolidated financial statements include the accounts of the Company, the Operating Partnership, Uncle Bob’s Management, LLC (the Company’s taxable REIT subsidiary), Locke Sovran I, LLC (a wholly-owned subsidiary), and Locke Sovran II, LLC (a wholly-owned subsidiary). All intercompany transactions and balances have been eliminated. Investments in joint ventures that we do not control but for which we have significant influence over are accounted for using the equity method.

On June 30, 2011, the Company entered into a newly formed joint venture agreement with an owner of a self-storage facility in New Jersey (West Deptford JV LLC). As part of the agreement the Company contributed $4.2 million to the joint venture for a $2.8 million mortgage note at 8%, a 20% common interest, and a $1.4 million preferred interest with an 8% preferred return. The Company had concluded that this joint venture is a variable interest entity pursuant to the guidance in FASB ASC Topic 810, “Consolidation” on the basis that the total equity investment in the joint venture is not sufficient to permit the joint venture to finance its activities without additional subordinated financial support from its investors. On February 5, 2013 the Company entered into a Membership Interest Purchase Agreement to sell its common and preferred interests in West Deptford JV LLC to the other joint venture partner for approximately $1.4 million, resulting in a gain of $0.4 million. Simultaneous with this transaction the joint venture partner also repaid the $2.8 million mortgage note held by the Company. As a result of these transactions the Company no longer holds any ownership interest in this joint venture.

Included in the consolidated balance sheets are noncontrolling redeemable operating partnership units. These interests are presented in the “mezzanine” section of the consolidated balance sheet because they do not meet the functional definition of a liability or equity under current accounting literature. These represent the outside ownership interests of the limited partners in the Operating Partnership. At December 31, 2013, there were 198,913 noncontrolling redeemable operating partnership Units outstanding (204,028 at December 31, 2012). These unitholders are entitled to receive distributions per unit equivalent to the dividends declared per share on the Company’s common stock. The Operating Partnership is obligated to redeem each of these limited partnership Units in the Operating Partnership at the request of the holder thereof for cash equal to the fair market value of a share of the Company’s common stock, at the time of such redemption, provided that the Company at its option may elect to acquire any such Unit presented for redemption for one common share or cash. The Company accounts for these noncontrolling redeemable Operating Partnership Units under the provisions of EITF D-98, “Classification and Measurement of Redeemable Securities” which are included in FASB ASC Topic 480-10-S99. The application of the FASB ASC Topic 480-10-S99 accounting model requires the noncontrolling interest to follow normal noncontrolling interest accounting and then be marked to redemption value at the end of each reporting period if higher (but never adjusted below that normal noncontrolling interest accounting amount). The offset to the adjustment to the carrying amount of the noncontrolling redeemable Operating Partnership Units is reflected in dividends in excess of net income. Accordingly, in the accompanying consolidated balance sheet, noncontrolling redeemable Operating Partnership Units are reflected at redemption value at December 31, 2013 and 2012, equal to the number of Units outstanding multiplied by the fair market value of the Company’s common stock at that date. Redemption value exceeded the value determined under the Company’s historical basis of accounting at those dates.

(Dollars in thousands)	2013			2012
Beginning balance noncontrolling redeemable Operating Partnership Units	$	12,670		$	14,466
Redemption of Operating Partnership Units		(322	)		(7,432	)
Redemption value in excess of carrying value		1			584
Net income attributable to noncontrolling interests - consolidated joint venture		469			513
Distributions		(402	)		(549	)
Adjustment to redemption value		524			5,088
Ending balance noncontrolling redeemable Operating Partnership Units	$	12,940		$	12,670

Cash and Cash Equivalents

Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash and cash equivalents include $34,000 and $33,000 held in escrow for encumbered properties at December 31, 2013 and 2012, respectively.

Accounts Receivable

Accounts Receivable: Accounts receivable are composed of trade and other receivables recorded at billed amounts and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable uncollectible amounts in the Company’s existing accounts receivable. The Company determines the allowance based on a number of factors, including experience, credit worthiness of customers, and current market and economic conditions. The Company reviews the allowance for doubtful accounts on a regular basis. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts is recorded as a reduction of accounts receivable and amounted to $0.4 million, $0.4 million and $0.5 million at December 31, 2013, 2012 and 2011, respectively.

Revenue and Expense Recognition

Revenue and Expense Recognition: Rental income is recognized when earned pursuant to month-to-month leases for storage space. Promotional discounts are recognized as a reduction to rental income over the promotional period, which is generally during the first month of occupancy. Rental income received prior to the start of the rental period is included in deferred revenue. Equity in earnings of real estate joint ventures that we have significant influence over is recognized based on our ownership interest in the earnings of these entities.

Cost of operations, general and administrative expense, interest expense and advertising costs are expensed as incurred. For the years ended December 31, 2013, 2012, and 2011, advertising costs were $5.4 million, $4.6 million, and $3.2 million, respectively. The Company accrues property taxes based on estimates and historical trends. If these estimates are incorrect, the timing and amount of expense recognition would be affected.

Other Operating Income

Other Operating Income: Consists primarily of sales of storage-related merchandise (locks and packing supplies), insurance commissions, incidental truck rentals, and management and acquisition fees from unconsolidated joint ventures.

Investment in Storage Facilities

Investment in Storage Facilities: Storage facilities are recorded at cost. The purchase price of acquired facilities is allocated to land, land improvements, building, equipment, and in-place customer leases based on the fair value of each component. The fair values of land are determined based upon comparable market sales information. The fair values of buildings are determined based upon estimates of current replacement costs adjusted for depreciation on the properties. For the years ended December 31, 2013, 2012, and 2011, $3.1 million, $4.3 million and $3.3 million of acquisition related costs were incurred and expensed, respectively.

Depreciation is computed using the straight-line method over estimated useful lives of forty years for buildings and improvements, and five to twenty years for furniture, fixtures and equipment. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Interest and other costs incurred during the construction period of major expansions are capitalized. Capitalized interest during the years ended December 31, 2013, 2012, and 2011 was $0.1 million, $0.1 million and $0.1 million, respectively. Repair and maintenance costs are expensed as incurred.

Whenever events or changes in circumstances indicate that the basis of the Company’s property may not be recoverable, the Company’s policy is to assess any impairment of value. Impairment is evaluated based upon comparing the sum of the expected undiscounted future cash flows to the carrying value of the property, on a property by property basis. If the sum of the undiscounted cash flow is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. At December 31, 2013 and 2012, no assets had been determined to be impaired under this policy. At December 31, 2011, the Company determined that a building was impaired due to a structural deficiency. The Company recorded an impairment charge of $1.0 million in 2011 related to the write-off of the building value.

Other Assets

Other Assets: Included in other assets are net loan acquisition costs, property deposits, and the value placed on in-place customer leases at the time of acquisition. The loan acquisition costs were $6.3 million and $5.9 million at December 31, 2013, and 2012, respectively. Accumulated amortization on the loan acquisition costs was approximately $2.0 million and $2.3 million at December 31, 2013, and 2012, respectively. Loan acquisition costs are amortized over the terms of the related debt. Property deposits at December 31, 2013 and 2012 were $5.6 million and $0.2 million, respectively.

The Company allocates a portion of the purchase price of acquisitions to in-place customer leases. The methodology used to determine the fair value of in-place customer leases is disclosed in Note 9. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period).

Amortization expense related to financing fees was $0.8 million, $0.8 million and $1.2 million for the periods ended December 31, 2013, 2012 and 2011, respectively.

Investment in Unconsolidated Joint Ventures

Investment in Unconsolidated Joint Ventures: The Company’s investment in unconsolidated joint ventures, where the Company has significant influence, but not control and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment in unconsolidated joint ventures is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings of unconsolidated joint ventures is generally recognized based on the Company’s ownership interest in the earnings of each of the unconsolidated joint ventures. For the purposes of presentation in the statement of cash flows, the Company follows the “look through” approach for classification of distributions from joint ventures. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the joint venture’s sale of assets), in which case it is reported as an investing activity.

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities: Accounts payable and accrued liabilities consists primarily of trade payables, accrued interest, and property tax accruals. The Company accrues property tax expense based on estimates and historical trends. Actual expense could differ from these estimates.

Income Taxes

Income Taxes: The Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended, and will generally not be subject to corporate income taxes to the extent it distributes its taxable income to its shareholders and complies with certain other requirements.

The Company has elected to treat one of its subsidiaries as a taxable REIT subsidiary. In general, the Company’s taxable REIT subsidiary may perform additional services for tenants and generally may engage in certain real estate or non-real estate related business. A taxable REIT subsidiary is subject to corporate federal and state income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities.

For the years ended December 31, 2013, 2012 and 2011, the Company recorded federal and state income tax expense of $0.9 million, $1.3 million and $1.5 million, respectively. The 2013 income tax expense includes current expense of $1.0 million and deferred tax benefit of $0.1 million. At December 31, 2013 and 2012, there were no material unrecognized tax benefits. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of December 31, 2013 and 2012, the Company had no interest or penalties related to uncertain tax provisions. Net income taxes payable and the deferred tax liability of our taxable REIT subsidiary are classified within accounts payable and accrued liabilities in the consolidated balance sheet. As of December 31, 2013, the Company’s taxable REIT subsidiary has current prepaid taxes of $0.3 million and a deferred tax liability of $0.9 million. As of December 31, 2012, the Company’s taxable REIT subsidiary had current prepaid taxes of $0.4 million and a deferred tax liability of $1.0 million.

Derivative Financial Instruments

Derivative Financial Instruments: The Company accounts for derivatives in accordance with ASC Topic 815 “Derivatives and Hedging”, which requires companies to carry all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives using an income approach. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments is limited to cash flow hedges of certain interest rate risks.

Recent Accounting Pronouncements

Recent Accounting Pronouncements: In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company’s fiscal years, and interim periods within those years beginning after December 15, 2012. The Company adopted ASU No. 2013-02 in 2013. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated financial statements.

Stock-Based Compensation

Stock-Based Compensation: The Company accounts for stock-based compensation under the provisions of ASC Topic 718, “Compensation - Stock Compensation”. The Company recognizes compensation cost in its financial statements for all share based payments granted, modified, or settled during the period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the related vesting period.

The Company recorded compensation expense (included in general and administrative expense) of $301,000, $280,000 and $302,000 related to stock options and $2.9 million, $2.4 million and $1.5 million related to amortization of non-vested stock grants for the years ended December 31, 2013, 2012 and 2011, respectively. The Company uses the Black-Scholes Merton option pricing model to estimate the fair value of stock options granted subsequent to the adoption of ASC Topic 718. The application of this pricing model involves assumptions that are judgmental and sensitive in the determination of compensation expense. The weighted average for key assumptions used in determining the fair value of options granted during 2013 follows:

	Weighted Average
Expected life (years)		4.50
Risk free interest rate		0.91	%
Expected volatility		32.20	%
Expected dividend yield		3.15	%
Fair value	$	13.95

The weighted-average fair value of options granted during the years ended December 31, 2012 and 2011, were $12.40 and $10.09, respectively.

To determine expected volatility, the Company uses historical volatility based on daily closing prices of its Common Stock over periods that correlate with the expected terms of the options granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the expected life of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected life of stock options is based on the midpoint between the vesting date and the end of the contractual term.

During 2013 and 2011, the Company issued performance based non-vested stock to certain executives. The fair value for the performance based non-vested shares granted in 2013 and 2011 was estimated at the time the shares were granted using a Monte Carlo pricing model applying the following assumptions:

	2013			2011
Expected life (years)		3.0			2.1
Risk free interest rate		0.64	%		0.28	%
Expected volatility		24.78	%		30.75	%
Fair value	$	35.32		$	28.66

The Monte Carlo pricing model was not used to value any other 2013, 2012 and 2011 non-vested shares granted as no market conditions were present in these awards. The value of these other non-vested shares was equal to the stock price on the date of grant.

Reclassification

Reclassification: Certain amounts from the 2012 and 2011 financial statements have been reclassified as a result of the sale of four storage facilities in 2013 that have been reclassified as discontinued operations.

Use of Estimates

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Fair Value Measurements and Disclosures

The assets and liabilities of the acquired storage facilities, which primarily consist of tangible and intangible assets, are measured at fair value on the date of acquisition in accordance with the principles of FASB ASC Topic 820, “Fair Value Measurements and Disclosures.”

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Discontinued Operations - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013 Facility	Dec. 31, 2012 Facility	Dec. 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company	4	17
Sales of non-strategic storage facilities	$ 11,700,000	$ 47,700,000
Gain on sale of non-strategic storage facilities	2,431,000	4,498,000
Income from continuing operations attributable to common shareholders	71,023,000	47,677,000	26,427,000
Income from discontinued operations attributable to common shareholders	$ 3,100,000	$ 7,500,000	$ 4,200,000
Florida [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company	2
Ohio [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company	1
Virginia [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company	1
Maryland [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company		1
Michigan [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company		4
Texas [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of non-strategic storage facilities sold by Company		12

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Summary of Significant Accounting Policies - Summary of Redeemable Noncontrolling Interest (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Redeemable Noncontrolling Interest Equity Fair Value [Abstract]
Beginning balance noncontrolling redeemable Operating Partnership Units	$ 12,670	$ 14,466
Redemption of Operating Partnership Units	(322)	(7,432)
Redemption value in excess of carrying value	1	584
Net income attributable to noncontrolling interests - consolidated joint venture	469	513	937
Distributions	(402)	(549)
Adjustment to redemption value	524	5,088	2,227
Ending balance noncontrolling redeemable Operating Partnership Units	$ 12,940	$ 12,670	$ 14,466

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Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Gain on disposal from discontinued operations	$ 2,431	$ 4,498

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: All of the Company’s assets are owned by, and all its operations are conducted through, Sovran Acquisition Limited Partnership (the “Operating Partnership”). Sovran Holdings, Inc., a wholly-owned subsidiary of the Company (the “Subsidiary”), is the sole general partner of the Operating Partnership; the Company is a limited partner of the Operating Partnership, and through its ownership of the Subsidiary and its limited partnership interest controls the operations of the Operating Partnership, holding a 99.4% ownership interest therein as of December 31, 2013. The remaining ownership interests in the Operating Partnership (the “Units”) are held by certain former owners of assets acquired by the Operating Partnership subsequent to its formation.

We consolidate all wholly owned subsidiaries. Partially owned subsidiaries and joint ventures are consolidated when we control the entity. Our consolidated financial statements include the accounts of the Company, the Operating Partnership, Uncle Bob’s Management, LLC (the Company’s taxable REIT subsidiary), Locke Sovran I, LLC (a wholly-owned subsidiary), and Locke Sovran II, LLC (a wholly-owned subsidiary). All intercompany transactions and balances have been eliminated. Investments in joint ventures that we do not control but for which we have significant influence over are accounted for using the equity method.

On June 30, 2011, the Company entered into a newly formed joint venture agreement with an owner of a self-storage facility in New Jersey (West Deptford JV LLC). As part of the agreement the Company contributed $4.2 million to the joint venture for a $2.8 million mortgage note at 8%, a 20% common interest, and a $1.4 million preferred interest with an 8% preferred return. The Company had concluded that this joint venture is a variable interest entity pursuant to the guidance in FASB ASC Topic 810, “Consolidation” on the basis that the total equity investment in the joint venture is not sufficient to permit the joint venture to finance its activities without additional subordinated financial support from its investors. On February 5, 2013 the Company entered into a Membership Interest Purchase Agreement to sell its common and preferred interests in West Deptford JV LLC to the other joint venture partner for approximately $1.4 million, resulting in a gain of $0.4 million. Simultaneous with this transaction the joint venture partner also repaid the $2.8 million mortgage note held by the Company. As a result of these transactions the Company no longer holds any ownership interest in this joint venture.

Included in the consolidated balance sheets are noncontrolling redeemable operating partnership units. These interests are presented in the “mezzanine” section of the consolidated balance sheet because they do not meet the functional definition of a liability or equity under current accounting literature. These represent the outside ownership interests of the limited partners in the Operating Partnership. At December 31, 2013, there were 198,913 noncontrolling redeemable operating partnership Units outstanding (204,028 at December 31, 2012). These unitholders are entitled to receive distributions per unit equivalent to the dividends declared per share on the Company’s common stock. The Operating Partnership is obligated to redeem each of these limited partnership Units in the Operating Partnership at the request of the holder thereof for cash equal to the fair market value of a share of the Company’s common stock, at the time of such redemption, provided that the Company at its option may elect to acquire any such Unit presented for redemption for one common share or cash. The Company accounts for these noncontrolling redeemable Operating Partnership Units under the provisions of EITF D-98, “Classification and Measurement of Redeemable Securities” which are included in FASB ASC Topic 480-10-S99. The application of the FASB ASC Topic 480-10-S99 accounting model requires the noncontrolling interest to follow normal noncontrolling interest accounting and then be marked to redemption value at the end of each reporting period if higher (but never adjusted below that normal noncontrolling interest accounting amount). The offset to the adjustment to the carrying amount of the noncontrolling redeemable Operating Partnership Units is reflected in dividends in excess of net income. Accordingly, in the accompanying consolidated balance sheet, noncontrolling redeemable Operating Partnership Units are reflected at redemption value at December 31, 2013 and 2012, equal to the number of Units outstanding multiplied by the fair market value of the Company’s common stock at that date. Redemption value exceeded the value determined under the Company’s historical basis of accounting at those dates.

(Dollars in thousands)	2013			2012
Beginning balance noncontrolling redeemable Operating Partnership Units	$	12,670		$	14,466
Redemption of Operating Partnership Units		(322	)		(7,432	)
Redemption value in excess of carrying value		1			584
Net income attributable to noncontrolling interests - consolidated joint venture		469			513
Distributions		(402	)		(549	)
Adjustment to redemption value		524			5,088
Ending balance noncontrolling redeemable Operating Partnership Units	$	12,940		$	12,670

Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash and cash equivalents include $34,000 and $33,000 held in escrow for encumbered properties at December 31, 2013 and 2012, respectively.

Accounts Receivable: Accounts receivable are composed of trade and other receivables recorded at billed amounts and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable uncollectible amounts in the Company’s existing accounts receivable. The Company determines the allowance based on a number of factors, including experience, credit worthiness of customers, and current market and economic conditions. The Company reviews the allowance for doubtful accounts on a regular basis. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts is recorded as a reduction of accounts receivable and amounted to $0.4 million, $0.4 million and $0.5 million at December 31, 2013, 2012 and 2011, respectively.

Revenue and Expense Recognition: Rental income is recognized when earned pursuant to month-to-month leases for storage space. Promotional discounts are recognized as a reduction to rental income over the promotional period, which is generally during the first month of occupancy. Rental income received prior to the start of the rental period is included in deferred revenue. Equity in earnings of real estate joint ventures that we have significant influence over is recognized based on our ownership interest in the earnings of these entities.

Cost of operations, general and administrative expense, interest expense and advertising costs are expensed as incurred. For the years ended December 31, 2013, 2012, and 2011, advertising costs were $5.4 million, $4.6 million, and $3.2 million, respectively. The Company accrues property taxes based on estimates and historical trends. If these estimates are incorrect, the timing and amount of expense recognition would be affected.

Other Operating Income: Consists primarily of sales of storage-related merchandise (locks and packing supplies), insurance commissions, incidental truck rentals, and management and acquisition fees from unconsolidated joint ventures.

Investment in Storage Facilities: Storage facilities are recorded at cost. The purchase price of acquired facilities is allocated to land, land improvements, building, equipment, and in-place customer leases based on the fair value of each component. The fair values of land are determined based upon comparable market sales information. The fair values of buildings are determined based upon estimates of current replacement costs adjusted for depreciation on the properties. For the years ended December 31, 2013, 2012, and 2011, $3.1 million, $4.3 million and $3.3 million of acquisition related costs were incurred and expensed, respectively.

Depreciation is computed using the straight-line method over estimated useful lives of forty years for buildings and improvements, and five to twenty years for furniture, fixtures and equipment. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Interest and other costs incurred during the construction period of major expansions are capitalized. Capitalized interest during the years ended December 31, 2013, 2012, and 2011 was $0.1 million, $0.1 million and $0.1 million, respectively. Repair and maintenance costs are expensed as incurred.

Whenever events or changes in circumstances indicate that the basis of the Company’s property may not be recoverable, the Company’s policy is to assess any impairment of value. Impairment is evaluated based upon comparing the sum of the expected undiscounted future cash flows to the carrying value of the property, on a property by property basis. If the sum of the undiscounted cash flow is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. At December 31, 2013 and 2012, no assets had been determined to be impaired under this policy. At December 31, 2011, the Company determined that a building was impaired due to a structural deficiency. The Company recorded an impairment charge of $1.0 million in 2011 related to the write-off of the building value.

Other Assets: Included in other assets are net loan acquisition costs, property deposits, and the value placed on in-place customer leases at the time of acquisition. The loan acquisition costs were $6.3 million and $5.9 million at December 31, 2013, and 2012, respectively. Accumulated amortization on the loan acquisition costs was approximately $2.0 million and $2.3 million at December 31, 2013, and 2012, respectively. Loan acquisition costs are amortized over the terms of the related debt. Property deposits at December 31, 2013 and 2012 were $5.6 million and $0.2 million, respectively.

The Company allocates a portion of the purchase price of acquisitions to in-place customer leases. The methodology used to determine the fair value of in-place customer leases is disclosed in Note 9. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period).

Amortization expense related to financing fees was $0.8 million, $0.8 million and $1.2 million for the periods ended December 31, 2013, 2012 and 2011, respectively.

Investment in Unconsolidated Joint Ventures: The Company’s investment in unconsolidated joint ventures, where the Company has significant influence, but not control and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment in unconsolidated joint ventures is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings of unconsolidated joint ventures is generally recognized based on the Company’s ownership interest in the earnings of each of the unconsolidated joint ventures. For the purposes of presentation in the statement of cash flows, the Company follows the “look through” approach for classification of distributions from joint ventures. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the joint venture’s sale of assets), in which case it is reported as an investing activity.

Accounts Payable and Accrued Liabilities: Accounts payable and accrued liabilities consists primarily of trade payables, accrued interest, and property tax accruals. The Company accrues property tax expense based on estimates and historical trends. Actual expense could differ from these estimates.

Income Taxes: The Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended, and will generally not be subject to corporate income taxes to the extent it distributes its taxable income to its shareholders and complies with certain other requirements.

The Company has elected to treat one of its subsidiaries as a taxable REIT subsidiary. In general, the Company’s taxable REIT subsidiary may perform additional services for tenants and generally may engage in certain real estate or non-real estate related business. A taxable REIT subsidiary is subject to corporate federal and state income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities.

For the years ended December 31, 2013, 2012 and 2011, the Company recorded federal and state income tax expense of $0.9 million, $1.3 million and $1.5 million, respectively. The 2013 income tax expense includes current expense of $1.0 million and deferred tax benefit of $0.1 million. At December 31, 2013 and 2012, there were no material unrecognized tax benefits. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of December 31, 2013 and 2012, the Company had no interest or penalties related to uncertain tax provisions. Net income taxes payable and the deferred tax liability of our taxable REIT subsidiary are classified within accounts payable and accrued liabilities in the consolidated balance sheet. As of December 31, 2013, the Company’s taxable REIT subsidiary has current prepaid taxes of $0.3 million and a deferred tax liability of $0.9 million. As of December 31, 2012, the Company’s taxable REIT subsidiary had current prepaid taxes of $0.4 million and a deferred tax liability of $1.0 million.

Derivative Financial Instruments: The Company accounts for derivatives in accordance with ASC Topic 815 “Derivatives and Hedging”, which requires companies to carry all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives using an income approach. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments is limited to cash flow hedges of certain interest rate risks.

Recent Accounting Pronouncements: In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company’s fiscal years, and interim periods within those years beginning after December 15, 2012. The Company adopted ASU No. 2013-02 in 2013. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated financial statements.

Stock-Based Compensation: The Company accounts for stock-based compensation under the provisions of ASC Topic 718, “Compensation - Stock Compensation”. The Company recognizes compensation cost in its financial statements for all share based payments granted, modified, or settled during the period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the related vesting period.

The Company recorded compensation expense (included in general and administrative expense) of $301,000, $280,000 and $302,000 related to stock options and $2.9 million, $2.4 million and $1.5 million related to amortization of non-vested stock grants for the years ended December 31, 2013, 2012 and 2011, respectively. The Company uses the Black-Scholes Merton option pricing model to estimate the fair value of stock options granted subsequent to the adoption of ASC Topic 718. The application of this pricing model involves assumptions that are judgmental and sensitive in the determination of compensation expense. The weighted average for key assumptions used in determining the fair value of options granted during 2013 follows:

	Weighted Average
Expected life (years)		4.50
Risk free interest rate		0.91	%
Expected volatility		32.20	%
Expected dividend yield		3.15	%
Fair value	$	13.95

The weighted-average fair value of options granted during the years ended December 31, 2012 and 2011, were $12.40 and $10.09, respectively.

To determine expected volatility, the Company uses historical volatility based on daily closing prices of its Common Stock over periods that correlate with the expected terms of the options granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the expected life of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected life of stock options is based on the midpoint between the vesting date and the end of the contractual term.

During 2013 and 2011, the Company issued performance based non-vested stock to certain executives. The fair value for the performance based non-vested shares granted in 2013 and 2011 was estimated at the time the shares were granted using a Monte Carlo pricing model applying the following assumptions:

	2013			2011
Expected life (years)		3.0			2.1
Risk free interest rate		0.64	%		0.28	%
Expected volatility		24.78	%		30.75	%
Fair value	$	35.32		$	28.66

The Monte Carlo pricing model was not used to value any other 2013, 2012 and 2011 non-vested shares granted as no market conditions were present in these awards. The value of these other non-vested shares was equal to the stock price on the date of grant.

Reclassification: Certain amounts from the 2012 and 2011 financial statements have been reclassified as a result of the sale of four storage facilities in 2013 that have been reclassified as discontinued operations.

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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Derivative Financial Instruments - Summary of Interest Rate Swap Agreements (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Interest Rate Swap [Member]
Derivative [Line Items]
Notional amount	$ 125
Effective Date	Sep. 01, 2011
Expiration Date	Aug. 01, 2018
Fixed Rate Paid	2.37%
Floating Rate Received	1 month LIBOR
Interest Rate Swap One [Member]
Derivative [Line Items]
Notional amount	100
Effective Date	Dec. 30, 2011
Expiration Date	Dec. 29, 2017
Fixed Rate Paid	1.6125%
Floating Rate Received	1 month LIBOR
Interest Rate Swap Two [Member]
Derivative [Line Items]
Notional amount	100
Effective Date	Sep. 04, 2013
Expiration Date	Sep. 04, 2018
Fixed Rate Paid	1.371%
Floating Rate Received	1 month LIBOR
Interest Rate Swap Three [Member]
Derivative [Line Items]
Notional amount	100
Effective Date	Dec. 29, 2017
Expiration Date	Nov. 29, 2019
Fixed Rate Paid	3.968%
Floating Rate Received	1 month LIBOR
Interest Rate Swap Four [Member]
Derivative [Line Items]
Notional amount	$ 125
Effective Date	Aug. 01, 2018
Expiration Date	Jun. 01, 2020
Fixed Rate Paid	4.193%
Floating Rate Received	1 month LIBOR

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Investment in Joint Ventures - Summary of Cash Flows Arising from Off-Balance Sheet Arrangements (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Other operating income (management fees and acquisition fee income)	$ 20,123	$ 16,176	$ 12,489
General and administrative expenses (corporate office rent)	34,939	32,313	25,986
Equity in income (losses) of joint ventures	1,948	936	(340)
Distributions from unconsolidated joint ventures	2,630	2,184	944
Advances to joint ventures	(27)	(242)	(413)
Investment in unconsolidated joint ventures	(4,237)	(3,571)	(13,571)
Return of capital from unconsolidated joint ventures	7,360
Sovran HHF, Sovran HHF II and Iskalo Office Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Other operating income (management fees and acquisition fee income)	3,358	3,177	2,578
General and administrative expenses (corporate office rent)	811	704	688
Equity in income (losses) of joint ventures	1,948	936	(340)
Distributions from unconsolidated joint ventures	2,630	2,184	944
Advances to joint ventures	(27)	(242)	(413)
Investment in unconsolidated joint ventures	(4,237)	(3,571)	(13,571)
Return of capital from unconsolidated joint ventures	$ 7,360

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Redeemable Noncontrolling Interest

Redemption value exceeded the value determined under the Company’s historical basis of accounting at those dates.

(Dollars in thousands)	2013			2012
Beginning balance noncontrolling redeemable Operating Partnership Units	$	12,670		$	14,466
Redemption of Operating Partnership Units		(322	)		(7,432	)
Redemption value in excess of carrying value		1			584
Net income attributable to noncontrolling interests - consolidated joint venture		469			513
Distributions		(402	)		(549	)
Adjustment to redemption value		524			5,088
Ending balance noncontrolling redeemable Operating Partnership Units	$	12,940		$	12,670

Stock Options [Member]

Schedule of Weighted Average Fair Value of Options Granted

The weighted average for key assumptions used in determining the fair value of options granted during 2013 follows:

	Weighted Average
Expected life (years)		4.50
Risk free interest rate		0.91	%
Expected volatility		32.20	%
Expected dividend yield		3.15	%
Fair value	$	13.95

Performance Based Nonvested [Member]

Schedule of Weighted Average Fair Value of Options Granted

The fair value for the performance based non-vested shares granted in 2013 and 2011 was estimated at the time the shares were granted using a Monte Carlo pricing model applying the following assumptions:

	2013			2011
Expected life (years)		3.0			2.1
Risk free interest rate		0.64	%		0.28	%
Expected volatility		24.78	%		30.75	%
Fair value	$	35.32		$	28.66

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Commitment and Contingencies - Summary of Self Storage Facilities Acquisitions (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Facility
Significant Acquisitions and Disposals [Line Items]
Number of Properties	7
Purchase Price	$ 92,800
Acquisition January 2014 [Member] | Florida [Member]
Significant Acquisitions and Disposals [Line Items]
Number of Properties	2
Date of Acquisition	Jan. 09, 2014
Purchase Price	54,000
Acquisition January 2014 [Member] | Texas [Member]
Significant Acquisitions and Disposals [Line Items]
Number of Properties	1
Date of Acquisition	Jan. 17, 2014
Purchase Price	9,000
Acquisition February 2014 [Member] | Texas [Member]
Significant Acquisitions and Disposals [Line Items]
Number of Properties	1
Date of Acquisition	Feb. 10, 2014
Purchase Price	8,900
Acquisition February 2014 [Member] | Maine [Member]
Significant Acquisitions and Disposals [Line Items]
Number of Properties	2
Date of Acquisition	Feb. 11, 2014
Purchase Price	14,750
Acquisition 2014 [Member]
Significant Acquisitions and Disposals [Line Items]
Number of Properties	6
Purchase Price	$ 86,650

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Summary of Self Storage Facilities Acquisitions

The following is a summary of the 2014 acquisitions (dollars in thousands):

State	Number of Properties		Date of Acquisition		Purchase Price
Florida		2		1/9/2014	$	54,000
Texas		1		1/17/2014		9,000
Texas		1		2/10/2014		8,900
Maine		2		2/11/2014		14,750
Total acquired 2014		6			$	86,650

Future Minimum Lease Payments

Future minimum lease payments on the lease of the four storage facilities, a building lease, and the lease of the Company’s headquarters are as follows (dollars in thousands):

	Four Storage Facilities		Building Lease		Corporate Headquarters		Total
2014	$	6,000	$	47	$	869	$	6,916
2015		6,240		48		895		7,183
2016		6,490		48		914		7,452
2017		6,749		48		924		7,721
2018		7,019		48		924		7,991
Thereafter		87,644		263		4,090		91,997
Total	$	120,142	$	502	$	8,616	$	129,260

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Investment in Joint Ventures

12 Months Ended

Dec. 31, 2013

Equity Method Investments And Joint Ventures [Abstract]

Investment in Joint Ventures

12. INVESTMENT IN JOINT VENTURES

The Company has a 20% ownership interest in Sovran HHF Storage Holdings LLC (“Sovran HHF”), a joint venture that was formed in May 2008 to acquire self-storage properties that are managed by the Company. The carrying value of the Company’s investment at December 31, 2013 was $17.4 million. Twenty-five properties were acquired by Sovran HHF in 2008 for approximately $171.5 million and no additional properties have been acquired by Sovran HHF since then. In 2008, the Company contributed $18.6 million to the joint venture as its share of capital required to fund the acquisitions. In 2012 the Company contributed an additional and $1.2 million to the joint venture. In 2013 the Company received a return of capital distribution of $3.4 million as part of the refinancing of Sovran HHF. As of December 31, 2013, the carrying value of the Company’s investment in Sovran HHF exceeds its share of the underlying equity in net assets of Sovran HHF by approximately $1.7 million as a result of the capitalization of certain acquisition related costs in 2008. This difference is included in the carrying value of the investment, which is assessed for other-than-temporary impairment on a periodic basis. No other-than-temporary impairments have been recorded on this investment.

The Company has a 15% ownership interest in Sovran HHF Storage Holdings II LLC (“Sovran HHF II”), a joint venture that was formed in 2011 to acquire self-storage properties that are managed by the Company. The carrying value of the Company’s investment at December 31, 2013 was $13.0 million. Twenty properties were acquired by Sovran HHF II during 2011 for approximately $166.1 million. During 2011, the Company contributed $12.8 million to the joint venture as its share of capital required to fund the acquisitions. Ten additional properties were acquired by Sovran HHF II during 2012 for approximately $29 million. During 2012, the Company contributed $2.4 million to the joint venture as its share of capital required to fund the acquisitions. The carrying value of this investment is assessed for other-than-temporary impairment on a periodic basis and no such impairments have been recorded on this investment.

As manager of Sovran HHF and Sovran HHF II, the Company earns a management and call center fee of 7% of gross revenues which totaled $3.4 million, $3.0 million, and $1.9 million for 2013, 2012, and 2011, respectively. The Company also received an acquisition fee of $0.1 million and $0.7 million, for securing purchases for Sovran HHF II in 2012 and 2011, respectively. The Company’s share of Sovran HHF and Sovran HHF II’s income (loss) for 2013, 2012 and 2011 was $1.9 million, $0.9 million, and ($0.4 million), respectively.

The Company also has a 49% ownership interest in Iskalo Office Holdings, LLC, which owns the building that houses the Company’s headquarters and other tenants. The Company’s investment includes a capital contribution of $196,049. The carrying value of the Company’s investment is a liability of $0.5 million at December 31, 2013 and 2012, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2013, 2012, and 2011, the Company’s share of Iskalo Office Holdings, LLC’s income (loss) was $59,000, ($18,000), and ($82,000), respectively. The Company paid rent to Iskalo Office Holdings, LLC of $0.8 million, $0.7 million and $0.7 million in 2013, 2012, and 2011, respectively.

A summary of the unconsolidated joint ventures’ financial statements as of and for the year ended December 31, 2013 is as follows:

(dollars in thousands)	Sovran HHF Storage Holdings LLC			Sovran HHF Storage Holdings II LLC			Iskalo Office Holdings, LLC
Balance Sheet Data:
Investment in storage facilities, net	$	158,029		$	187,890		$	—
Investment in office building		—			—			4,934
Other assets		5,102			4,601			719
Total Assets	$	163,131		$	192,491		$	5,653
Due to the Company	$	476		$	407		$	—
Mortgages payable		82,084			103,602			6,596
Other liabilities		2,250			1,840			554
Total Liabilities		84,810			105,849			7,150
Unaffiliated partners’ equity (deficiency)		62,657			73,651			(1,036	)
Company equity (deficiency)		15,664			12,991			(461	)
Total Partners’ Equity (Deficiency)		78,321			86,642			(1,497	)
Total Liabilities and Partners’ Equity (Deficiency)	$	163,131		$	192,491		$	5,653
Income Statement Data:
Total revenues	$	21,124		$	26,850		$	1,280
Property operating expenses		(6,738	)		(9,409	)		(511	)
Administrative, management and call center fees		(1,547	)		(1,978	)		—
Depreciation and amortization of customer list		(3,804	)		(4,155	)		(230	)
Amortization of financing fees		(111	)		(203	)		(13	)
Income tax expense		(86	)		(382	)		—
Interest expense		(3,552	)		(5,181	)		(405	)
Net income	$	5,286		$	5,542		$	121

Included in other expenses of Sovran HHF II for the year ended December 31, 2012 are $1.1 million of property acquisition related costs. The Company does not guarantee the debt of Sovran HHF, Sovran HHF II, or Iskalo Office Holdings, LLC.

We do not expect to have material future cash outlays relating to these joint ventures outside our share of capital for future acquisitions of properties. A summary of our cash flows arising from the off-balance sheet arrangements with Sovran HHF, Sovran HHF II and Iskalo Office Holdings, LLC for the three years ended December 31, 2013 are as follows:

	Year ended December 31,
(dollars in thousands)	2013			2012			2011
Statement of Operations
Other operating income (management fees and acquisition fee income)	$	3,358		$	3,177		$	2,578
General and administrative expenses (corporate office rent)		811			704			688
Equity in income (losses) of joint ventures		1,948			936			(340	)
Distributions from unconsolidated joint ventures		2,630			2,184			944
Advances to joint ventures		(27	)		(242	)		(413	)
Investing activities
Investment in unconsolidated joint ventures		(4,237	)		(3,571	)		(13,571	)
Return of capital from unconsolidated joint ventures		7,360			—			—