Common use of OF CHIEF FINANCIAL OFFICER Clause in Contracts

OF CHIEF FINANCIAL OFFICER. (Incurrence of Indebtedness) The undersigned, being the Chief Financial Officer of Sovran Self Storage, Inc. ("Sovran" and together with Sovran Acquisition Limited Partnership, collectively referred to herein as the "Borrowers"), HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.1 of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among the Borrowers, Manufacturers and Traders Trust Company, individually and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agents and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this compliance certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The Borrowers hereby give the Administrative Agent notice that a Borrower, a Guarantor or a Subsidiary plans to incur Indebtedness for borrowed money which will cause the aggregate amount of Indebtedness for borrowed money incurred since delivery of the most recent compliance certificate to exceed $5,000,000. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10.1, §10.2, §10.3 and §10.11 of the Credit Agreement on a pro forma basis after giving effect to such Indebtedness for borrowed money, all of which data and computations, to the best knowledge and belief of the chief financial officer executing and delivering this compliance certificate on behalf of Sovran, as Borrower Representative (the "Chief Financial Officer"), are true, complete and correct. The activities of the Borrower, the Guarantor or the Subsidiary, as applicable, have been reviewed by the Chief Financial Officers and/or by employees or agents under his immediate supervision. The Chief Financial Officer certifies that he is authorized to execute and deliver this compliance certificate on behalf of Sovran, as Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-5 COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASURER] (Merger, Consolidation or Reorganization) The undersigned, being the [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc. ("Sovran"), HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(a) of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among Sovran, Sovran Acquisition Limited Partnership ("SALP" and together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company, individually and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agent and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this compliance certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The undersigned hereby gives the Administrative Agent notice that a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary plans to become a party to a merger, consolidation or reorganization requiring a compliance certificate under §9.4(a) of the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis, all of which data and computations, to the best knowledge and belief of the [chief financial officer/treasurer] executing and delivering this compliance certificate (the "[Chief Financial Officer/Treasurer]"), are true, complete and correct. Furthermore, the undersigned certifies that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto; The activities of the Borrower, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/Treasurer] and/or by employees or agents under his immediate supervision. The [Chief Financial Officer/Treasurer] certifies that he is authorized to execute and deliver this compliance certificate on behalf of the Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-6 COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASURER] (Disposition of Unencumbered Property) The undersigned [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc. ("Sovran") HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among Sovran, Sovran Acquisition Limited Partnership (together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company, individually and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agent and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the "Credit Agreement"). Sovran, as Borrower Representative hereby gives the Administrative Agent notice of the intention of a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary to Sell or to grant an Indebtedness Lien on an Unencumbered Property or other asset pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Credit Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings described in the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, all of which data and computations, to the knowledge and belief of the [chief financial officer/treasurer] executing and delivering this compliance certificate on behalf of Sovran (the "[Chief Financial Officer"/"Treasurer]"), are true, complete and correct. The activities of the Borrowers, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/Treasurer] and/or by employees or agents under his immediate supervision. Based upon such review, to the best knowledge and belief of the [Chief Financial Officer/Treasurer], [(for §9.4(b)(i)) both before and after giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default exists or will exist under any Loan Document.] [(for §9.4(b)(ii)) before giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Event of Default exists under any Loan Document; provided, that if such Sale or Indebtedness Lien is to be made while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens) will cure the Default before it becomes an Event of Default; and if multiple Sales or Indebtedness Liens are contemplated, the Borrowers shall apply the net proceeds of each Sale or Indebtedness Lien to the repayment of the Revolving Credit Loans until such Default has been fully cured. After giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default will exist under any Loan Document.] The [Chief Financial Officer/Treasurer] certifies that he is authorized to execute and deliver this Compliance Certificate on behalf of Sovran, as Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-7 COMPLIANCE CERTIFICATE

OF CHIEF FINANCIAL OFFICER. (Incurrence of Indebtedness) The undersigned, being the Chief Financial Officer of Sovran Self Storage, Inc. a Maryland corporation ("Sovran" and together with Sovran Acquisition Limited Partnership, a Delaware limited partnership, collectively referred to herein as the "Borrowers"), HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.1 of the Third Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25August 5, 2008 2011, among the Borrowers, Manufacturers and Traders Trust Company and the other lending institutions which are or may become parties thereto pursuant to §19 thereof (collectively, the "Lenders"), Manufacturers and Traders Trust Company, individually as administrative agent (together with its successors and as assigns, the "Administrative Agent") for the Lenders, SunTrust Bank, as syndication agent, HSBC and each of U.S. Bank USANational Association and Wxxxx Fargo Bank, National Association, as co-documentation agents and certain other parties as provided therein (as the same may now amended, restated, supplemented, or hereafter be amended otherwise modified from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this compliance certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The Borrowers hereby give the Administrative Agent notice that a Borrower, a Guarantor or a Subsidiary plans to incur Indebtedness for borrowed money which will cause the aggregate amount of Indebtedness for borrowed money incurred since delivery of the most recent compliance certificate to exceed $5,000,000. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10.1, §10.2, §10.3 and §10.11 10 of the Credit Agreement on a pro forma basis after giving effect to such Indebtedness for borrowed money, all of which data and computations, to the best knowledge and belief of the chief financial officer Chief Financial Officer executing and delivering this compliance certificate on behalf of Sovran, as Borrower Representative (the "Chief Financial Officer")Representative, are true, complete and correct. Pursuant to Section §8.24 of the Credit Agreement, to the extent that (i) any "financial covenant" in the Note Purchase Agreement is more restrictive on the Borrowers and their Subsidiaries or more beneficial to the holders of the notes issued under the Note Purchase Agreement than the financial covenants set fxxxx xx §00 of the Credit Agreement (and the definitions relating thereto) or (ii) any additional financial covenant not set forth in the Credit Agreement is included in any Note Purchase Agreement, attached hereto as Schedule 2 are financial data and computations evidencing the Borrowers' compliance with the such "financial covenants." The activities of the Borrower, the Guarantor or the Subsidiary, as applicable, have been reviewed by the Chief Financial Officers Officer and/or by employees or agents under his immediate supervision. The Chief Financial Officer certifies that he is authorized to execute and deliver this compliance certificate on behalf of Sovran, as Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Chief Financial Officer Exhibit D-5 [Form of Compliance Certificate] COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASUREROFFICER][TREASURER] (Merger, Consolidation or Reorganization) The undersigned, being the [Chief Financial Officer/TreasurerOfficer][Treasurer] of Sovran Self Storage, Inc. Inc., a Maryland corporation ("Sovran"), HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(a) of the Third Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25August 5, 2008 2011, among Sovran, Sovran Acquisition Limited Partnership Partnership, a Delaware limited partnership ("SALP" and together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company and the other lending institutions which are or may become parties thereto pursuant to §19 thereof (collectively, the "Lenders"), Manufacturers and Traders Trust Company, individually as administrative agent (together with its successors and as assigns, the "Administrative Agent") for the Lenders, SunTrust Bank, as syndication agent, HSBC and each of U.S. Bank USANational Association and Wxxxx Fargo Bank, National Association, as co-documentation agent and certain other parties as provided therein agents (as the same may now amended, restated, supplemented, or hereafter be amended otherwise modified from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this compliance certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The undersigned hereby gives the Administrative Agent notice that a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary plans to become a party to a merger, consolidation or reorganization requiring a compliance certificate under §9.4(a) of the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis, all of which data and computations, to the best knowledge and belief of the [chief financial officer/treasurerChief Financial Officer][Treasurer] executing and delivering this compliance certificate (the "[Chief Financial Officer/Treasurer]")certificate, are true, complete and correct. Furthermore, the undersigned certifies that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto; Pursuant to Section §8.24 of the Credit Agreement, to the extent that (i) any "financial covenant" in the Note Purchase Agreement is more restrictive on the Borrowers and their Subsidiaries or more beneficial to the holders of the notes issued under the Note Purchase Agreement than the financial covenants set fxxxx xx §00 of the Credit Agreement (and the definitions relating thereto) or (ii) any additional financial covenant not set forth in the Credit Agreement is included in any Note Purchase Agreement, attached hereto as Schedule 2 are financial data and computations evidencing the Borrowers' compliance with the such "financial covenants." The activities of the Borrower, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/TreasurerOfficer][Treasurer] and/or by employees or agents under his immediate supervision. The [Chief Financial Officer/TreasurerOfficer][Treasurer] certifies that he is authorized to execute and deliver this compliance certificate on behalf of the Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Title: Exhibit D-6 [Form of Compliance Certificate] COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASUREROFFICER][TREASURER] (Disposition of Unencumbered Property) The undersigned [Chief Financial Officer/TreasurerOfficer][Treasurer] of Sovran Self Storage, Inc. Inc., a Maryland corporation ("Sovran") ), HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Third Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25August 5, 2008 2011, among Sovran, Sovran Acquisition Limited Partnership Partnership, a Delaware limited partnership (together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company and the other lending institutions which are or may become parties thereto pursuant to §19 thereof (collectively, the "Lenders"), Manufacturers and Traders Trust Company, individually as administrative agent (together with its successors and as assigns, the "Administrative Agent") for the Lenders, SunTrust Bank, as syndication agent, HSBC and each of U.S. Bank USANational Association and Wxxxx Fargo Bank, National Association, as co-documentation agent and certain other parties as provided therein agents (as the same may now amended, restated, supplemented, or hereafter be amended otherwise modified from time to time, the "Credit Agreement"). Sovran, as Borrower Representative hereby gives the Administrative Agent notice of the intention of a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary to Sell or to grant an Indebtedness Lien on an Unencumbered Property or other asset pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Credit Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings described in the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, all of which data and computations, to the knowledge and belief of the [chief financial officer/treasurerChief Financial Officer][Treasurer] executing and delivering this compliance certificate on behalf of Sovran (the "[Chief Financial Officer"/"Treasurer]")Sovran, are true, complete and correct. Pursuant to Section §8.24 of the Credit Agreement, to the extent that (i) any "financial covenant" in the Note Purchase Agreement is more restrictive on the Borrowers and their Subsidiaries or more beneficial to the holders of the notes issued under the Note Purchase Agreement than the financial covenants set fxxxx xx §00 of the Credit Agreement (and the definitions relating thereto) or (ii) any additional financial covenant not set forth in the Credit Agreement is included in any Note Purchase Agreement, attached hereto as Schedule 2 are financial data and computations evidencing the Borrowers' compliance with the such "financial covenants." The activities of the Borrowers, the Guarantor, the Operating Subsidiary or the wholly-owned SubsidiarySubsidiaries, as applicable, have been reviewed by the [Chief Financial Officer/TreasurerOfficer][Treasurer] and/or by employees or agents under his immediate supervision. Based upon such review, to the best knowledge and belief of the [Chief Financial Officer/TreasurerOfficer][Treasurer], [(for §9.4(b)(i)) both before and after giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default exists or will exist under any Loan Document.] [(for §9.4(b)(ii)) before giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Event of Default exists under any Loan Document; provided, that if such Sale or Indebtedness Lien is to be made while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens) will cure the Default before it becomes an Event of Default; and if multiple Sales or Indebtedness Liens are contemplated, the Borrowers shall apply the net proceeds of each Sale or Indebtedness Lien to the repayment of the Revolving Credit Loans until such Default has been fully cured. After giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default will exist under any Loan Document.] The [Chief Financial Officer/TreasurerOfficer][Treasurer] certifies that he is authorized to execute and deliver this Compliance Certificate on behalf of Sovran, as Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-7 [Form of Compliance Certificate] COMPLIANCE CERTIFICATE

OF CHIEF FINANCIAL OFFICER. (Incurrence Closing Condition) Each of Indebtedness) The the undersigned, being the Chief Financial Officer Officers of Sovran Self Life Storage, Inc. Inc., a Maryland corporation ("Sovran" “LSI”), and Life Storage LP, a Delaware limited partnership (“LSLP” and together with Sovran Acquisition Limited PartnershipLSI, collectively referred to herein as the "“Borrowers"”), HEREBY CERTIFIES THAT: This compliance certificate Compliance Certificate is furnished pursuant to §9.1 11.14 of the Third Seventh Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25October 30, 2008 2018, among the Borrowers, Wxxxx Fargo Bank, National Association, Manufacturers and Traders Trust Company and the other lending institutions which are or may become parties thereto pursuant to §19 thereof (collectively, the “Lenders”) and Manufacturers and Traders Trust Company, individually as administrative agent (together with its successors and as assigns, the “Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agents and certain other parties as provided therein ”) for the Lenders (as the same may now amended, restated, supplemented, or hereafter be amended otherwise modified from time to time, the "“Credit Agreement"”). Unless otherwise defined herein, the terms used in this compliance certificate Compliance Certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The Borrowers hereby give the Administrative Agent notice that a Borrower, a Guarantor or a Subsidiary plans to incur Indebtedness for borrowed money which will cause the aggregate amount of Indebtedness for borrowed money incurred since delivery of the most recent compliance certificate to exceed $5,000,000. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' ’ compliance with the covenants contained in §10.1, §10.2, §10.3 and §10.11 10 of the Credit Agreement on a after giving pro forma basis after giving effect to such Indebtedness for borrowed moneythe transactions contemplated therein, all of which data and computations, to the best knowledge and belief of the chief financial officer each Chief Financial Officers executing and delivering this compliance certificate on behalf of Sovran, as Borrower Representative (the "Chief Financial Officer")Borrowers, are true, complete and correct. The activities Pursuant to §8.24 of the BorrowerCredit Agreement, to the Guarantor extent that (i) any “financial covenant” in the Note Purchase Agreement is more restrictive on the Borrowers and their Subsidiaries or more beneficial to the Subsidiaryholders of the notes issued under the Note Purchase Agreement than the financial covenants set fxxxx xx §00 of the Credit Agreement (and the definitions relating thereto) or (ii) any additional financial covenant not set forth in the Credit Agreement is included in any Note Purchase Agreement, attached hereto as applicable, have been reviewed by Schedule 2 are financial data and computations evidencing the Borrowers’ compliance with the such “financial covenants.” Each of the Chief Financial Officers and/or by employees hereby certifies, in accordance with the provisions of §11.14 of the Credit Agreement, that the representations and warranties of the Borrowers contained in the Credit Agreement and in each document and instrument delivered pursuant to or agents under his immediate supervisionin connection therewith are true as of the date hereof and that no Default or Event of Default has occurred and is continuing on the date hereof. The Each of the Chief Financial Officer Officers certifies that he is authorized to execute and deliver this compliance certificate on behalf of SovranLSI or LSLP, as Borrower Representativethe case may be. Executed as of this __ day of ___________, 20__. SOVRAN SELF LIFE STORAGE, INC. LIFE STORAGE LP By: NameLife Storage Holdings, Inc., its general partner By: Title: Exhibit D-5 COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASURER] (Merger, Consolidation or Reorganization) The undersigned, being the [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc. ("Sovran"), HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(a) of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among Sovran, Sovran Acquisition Limited Partnership ("SALP" and together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company, individually and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agent and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this compliance certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The undersigned hereby gives the Administrative Agent notice that a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary plans to become a party to a merger, consolidation or reorganization requiring a compliance certificate under §9.4(a) of the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis, all of which data and computations, to the best knowledge and belief of the [chief financial officer/treasurer] executing and delivering this compliance certificate (the "[Chief Financial Officer/Treasurer]"), are true, complete and correct. Furthermore, the undersigned certifies that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto; The activities of the Borrower, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/Treasurer] and/or by employees or agents under his immediate supervision. The [Chief Financial Officer/Treasurer] certifies that he is authorized to execute and deliver this compliance certificate on behalf of the Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-6 COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASURER] (Disposition of Unencumbered Property) The undersigned [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc. ("Sovran") HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among Sovran, Sovran Acquisition Limited Partnership (together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company, individually and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agent and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the "Credit Agreement"). Sovran, as Borrower Representative hereby gives the Administrative Agent notice of the intention of a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary to Sell or to grant an Indebtedness Lien on an Unencumbered Property or other asset pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Credit Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings described in the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, all of which data and computations, to the knowledge and belief of the [chief financial officer/treasurer] executing and delivering this compliance certificate on behalf of Sovran (the "[Chief Financial Officer"/"Treasurer]"), are true, complete and correct. The activities of the Borrowers, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/Treasurer] and/or by employees or agents under his immediate supervision. Based upon such review, to the best knowledge and belief of the [Chief Financial Officer/Treasurer], [(for §9.4(b)(i)) both before and after giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default exists or will exist under any Loan Document.] [(for §9.4(b)(ii)) before giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Event of Default exists under any Loan Document; provided, that if such Sale or Indebtedness Lien is to be made while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens) will cure the Default before it becomes an Event of Default; and if multiple Sales or Indebtedness Liens are contemplated, the Borrowers shall apply the net proceeds of each Sale or Indebtedness Lien to the repayment of the Revolving Credit Loans until such Default has been fully cured. After giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default will exist under any Loan Document.] The [Chief Financial Officer/Treasurer] certifies that he is authorized to execute and deliver this Compliance Certificate on behalf of Sovran, as Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. __ By: ______________________________ Name: Name: Title: Chief Financial Officer Title: Chief Financial Officer Exhibit D-7 COMPLIANCE CERTIFICATEE [Form of Assignment and Assumption Agreement] ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]1 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any Letters of Credit and Guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

OF CHIEF FINANCIAL OFFICER. (Incurrence Closing Condition) Each of Indebtedness) The the undersigned, being the Chief Financial Officer Officers of Sovran Self Storage, Inc. Inc., a Maryland corporation ("Sovran"), and Sovran Acquisition Limited Partnership, a Delaware limited partnership ("SALP" and together with Sovran Acquisition Limited PartnershipSovran, collectively referred to herein as the "Borrowers"), HEREBY CERTIFIES THAT: This compliance certificate Compliance Certificate is furnished pursuant to §9.1 11.14 of the Third Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25August 5, 2008 2011, among the Borrowers, Manufacturers and Traders Trust Company and the other lending institutions which are or may become parties thereto pursuant to §19 thereof (collectively, the "Lenders"), Manufacturers and Traders Trust Company, individually as administrative agent (together with its successors and as assigns, the "Administrative Agent") for the Lenders, SunTrust Bank, as syndication agent, HSBC and each of U.S. Bank USANational Association and Wxxxx Fargo Bank, National Association, as co-documentation agents and certain other parties as provided therein (as the same may now amended, restated, supplemented, or hereafter be amended otherwise modified from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this compliance certificate Compliance Certificate and Schedule 1 attached hereto have the meanings given them in the Credit Agreement. The Borrowers hereby give the Administrative Agent notice that a Borrower, a Guarantor or a Subsidiary plans to incur Indebtedness for borrowed money which will cause the aggregate amount of Indebtedness for borrowed money incurred since delivery of the most recent compliance certificate to exceed $5,000,000. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10.1, §10.2, §10.3 and §10.11 10 of the Credit Agreement on a after giving pro forma basis after giving effect to such Indebtedness for borrowed moneythe transactions contemplated therein, all of which data and computations, to the best knowledge and belief of the chief financial officer each Chief Financial Officers executing and delivering this compliance certificate on behalf of Sovran, as Borrower Representative (the "Chief Financial Officer")Borrowers, are true, complete and correct. The activities Pursuant to Section §8.24 of the BorrowerCredit Agreement, to the Guarantor extent that (i) any "financial covenant" in the Note Purchase Agreement is more restrictive on the Borrowers and their Subsidiaries or more beneficial to the Subsidiaryholders of the notes issued under the Note Purchase Agreement than the financial covenants set fxxxx xx §00 of the Credit Agreement (and the definitions relating thereto) or (ii) any additional financial covenant not set forth in the Credit Agreement is included in any Note Purchase Agreement, attached hereto as applicable, have been reviewed by Schedule 2 are financial data and computations evidencing the Borrowers' compliance with the such "financial covenants." Each of the Chief Financial Officers and/or by employees hereby certifies, in accordance with the provisions of §11.14 of the Credit Agreement, that the representations and warranties of the Borrowers contained in the Credit Agreement and in each document and instrument delivered pursuant to or agents under his immediate supervisionin connection therewith are true as of the date hereof and that no Default or Event of Default has occurred and is continuing on the date hereof. The Each of the Chief Financial Officer Officers certifies that he is authorized to execute and deliver this compliance certificate on behalf of SovranSovran or SALP, as Borrower Representativethe case may be. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-5 COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASURER] (Merger, Consolidation or Reorganization) The undersigned, being the [Chief Financial Officer/TreasurerOfficer SOVRAN ACQUISITION LIMITED PARTNERSHIP By: Sovran Holdings, Inc., its general partner By: Name: Title: Chief Financial Officer Exhibit E [Form of Assignment and Assumption Agreement] of Sovran Self Storage, Inc. ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "SovranAssignment and Assumption"), HEREBY CERTIFIES THAT: This compliance certificate ) is furnished pursuant to §9.4(a) of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, 2008 among Sovranan] "Assignor") and [the][each]2 Assignee identified in item 2 below ([the][each, Sovran Acquisition Limited Partnership (an] "SALP" and together with Sovran, collectively referred to herein as the "BorrowersAssignee"), Manufacturers . [It is understood and Traders Trust Company, individually agreed that the rights and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agent obligations of [the Assignors][the Assignees]3 hereunder are several and certain other parties as provided therein not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may now amended, restated, supplemented, or hereafter be amended otherwise modified from time to time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. Unless otherwise defined herein, the terms used The Standard Terms and Conditions set forth in this compliance certificate and Schedule Annex 1 attached hereto have are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the meanings given them Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement. The undersigned hereby gives , as of the Effective Date inserted by the Administrative Agent notice that as contemplated below (i) all of [the Assignor's][the respective Assignors'] rights and obligations in [its capacity as a BorrowerLender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any Letters of Credit and Guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a GuarantorLender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, an Operating Subsidiary whether known or a wholly-owned Subsidiary plans to become a party to a mergerunknown, consolidation arising under or reorganization requiring a compliance certificate under §9.4(a) of in connection with the Credit Agreement. Schedule 1 attached hereto sets forth , any other documents or instruments delivered pursuant thereto or the financial data and computations evidencing the Borrowers' compliance with the covenants contained loan transactions governed thereby or in §10 any way based on or related to any of the Credit Agreement on a pro forma basisforegoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all of which data and computations, other claims at law or in equity related to the best knowledge rights and belief of the [chief financial officer/treasurer] executing obligations sold and delivering this compliance certificate assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] "[Chief Financial Officer/Treasurer]Assigned Interest"). Each such sale and assignment is without recourse to [the][any] Assignor and, are trueexcept as expressly provided in this Assignment and Assumption, complete and correctwithout representation or warranty by [the][any] Assignor. Furthermore, the undersigned certifies that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto; The activities of the Borrower, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/Treasurer] and/or by employees or agents under his immediate supervision. The [Chief Financial Officer/Treasurer] certifies that he is authorized to execute and deliver this compliance certificate on behalf of the Borrower Representative. Executed as of this __ day of ___________, 20__. SOVRAN SELF STORAGE, INC. By: Name: Title: Exhibit D-6 COMPLIANCE CERTIFICATE OF [CHIEF FINANCIAL OFFICER/TREASURER] (Disposition of Unencumbered Property) The undersigned [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc. ("Sovran") HEREBY CERTIFIES THAT: This compliance certificate is furnished pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among Sovran, Sovran Acquisition Limited Partnership (together with Sovran, collectively referred to herein as the "Borrowers"), Manufacturers and Traders Trust Company, individually and as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association, as documentation agent and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the "Credit Agreement"). Sovran, as Borrower Representative hereby gives the Administrative Agent notice of the intention of a Borrower, a Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary to Sell or to grant an Indebtedness Lien on an Unencumbered Property or other asset pursuant to §9.4(b)(i) or §9.4(b)(ii) of the Credit Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings described in the Credit Agreement. Schedule 1 attached hereto sets forth the financial data and computations evidencing the Borrowers' compliance with the covenants contained in §10 of the Credit Agreement on a pro forma basis after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, all of which data and computations, to the knowledge and belief of the [chief financial officer/treasurer] executing and delivering this compliance certificate on behalf of Sovran (the "[Chief Financial Officer"/"Treasurer]"), are true, complete and correct. The activities of the Borrowers, the Guarantor, the Operating Subsidiary or the wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief Financial Officer/Treasurer] and/or by employees or agents under his immediate supervision. Based upon such review, to the best knowledge and belief of the [Chief Financial Officer/Treasurer], [(for §9.4(b)(i)) both before and after giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default exists or will exist under any Loan Document.] [(for §9.4(b)(ii)) before giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Event of Default exists under any Loan Document; provided, that if such Sale or Indebtedness Lien is to be made while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens) will cure the Default before it becomes an Event of Default; and if multiple Sales or Indebtedness Liens are contemplated, the Borrowers shall apply the net proceeds of each Sale or Indebtedness Lien to the repayment of the Revolving Credit Loans until such Default has been fully cured. After giving effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no Default or Event of Default will exist under any Loan Document.] The [Chief Financial Officer/Treasurer] certifies that he is authorized to execute and deliver this Compliance Certificate on behalf of Sovran, as Borrower Representative. Executed as of this __ day of ___________, 20________ 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. SOVRAN SELF STORAGEIf the assignment is to multiple Assignees, INC. By: Name: Title: Exhibit D-7 COMPLIANCE CERTIFICATEchoose the second bracketed language.