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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
RIEMER & BRAUNSTEIN LLP
THREE CENTER PLAZA
BOSTON, MASSACHUSETTS 02108
ATTENTION: KEVIN J. LYONS, ESQUIRE
THIS DOCUMENT SECURES OBLIGATIONS WHICH CONTAIN A PROVISION FOR A
VARIABLE RATE OF INTEREST
COLLATERAL ASSIGNMENT OF LEASES AND RENTS
COLLATERAL ASSIGNMENT OF LEASES AND RENTS
THIS COLLATERAL ASSIGNMENT OF LEASES AND RENTS is made as of the 1 st day of July, 2011 by SSTI 12714 S LA CIENEGA BLVD, LLC, a Delaware limited liability company having an address at c/o Strategic Storage Holdings, LLC, 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694 (hereinafter called “Assignor”, and the term Assignor shall include, wherever the context permits, its successors and assigns) to KEYBANK NATIONAL ASSOCIATION, a national banking association, as agent under a Credit Agreement (hereinafter, as same may be amended, restated, renewed, replaced, or modified, the “Credit Agreement”) dated as of July 1, 2011 among the Assignor, Strategic Storage Operating Partnership, L.P., a Delaware limited partnership, and various other Subsidiaries and Affiliates thereof as “Borrower”, KeyBank National Association and the other lending institutions which become parties to the Credit Agreement (KeyBank National Association and the other lending institutions which become parties to the Credit Agreement are collectively referred to as the “Lenders” and individually as the “Lender”), and KeyBank National Association, as Agent (hereinafter called the “Agent”), having a place of business at 225 Franklin Street, Boston, Massachusetts 02110, (the term Agent shall include, whenever the context permits, its successors and assigns as the holder of this ASSIGNMENT and the Note and other Obligations secured hereby).
W I T N E S S E T H T H A T :
Assignor, for good and valuable consideration, receipt of which is hereby acknowledged, hereby grants, transfers and assigns to Agent and the Lenders, and grants to Agent and the Lenders a continuing pledge of and security interest in, the entire present and future interest of Assignor in, to and under: (a) all leases, subleases, rental agreements or other occupancy agreements (“Leases”) now or hereafter in existence, with respect to all or any portion of the real property located and known as 12714 S. La Cienega Blvd., Hawthorne, Los Angeles County, California (“Property”); (b) all rents, income and profits of any kind arising from such interests in the Leases and any renewals or extensions thereof for the use and occupation of all or any portion of the Property; (c) all guaranties of and security for the Leases; and (d) all proceeds of the foregoing.
Assignor is the owner of the Property. A legal description of the Property is annexed hereto as Exhibit A .
Assignor further covenants and agrees that this Assignment creates and constitutes an equitable and specific lien upon the aforesaid rents, and that this Assignment does not create or constitute a pledge of or conditional security interest in such rents. This Assignment is intended to be specific, perfected and choate upon the recording of this Assignment as provided in Section 2938 of the California Civil Code.
A. The payment of the principal sum, interest at variable rates, charges and indebtedness evidenced by certain promissory notes (hereinafter individually and collectively referred to as the “Note”) issued under the Credit Agreement, including any extensions, renewals, replacements, increases, modifications and amendments thereof, in the original aggregate amount of up to TWENTY-TWO MILLION DOLLARS ($22,000,000.00) given by Borrower to the order of the respective Lenders;
B. The payment, performance, discharge and satisfaction of each covenant, warranty, representation, undertaking and condition to be paid, performed, satisfied and complied with by Borrower under and pursuant to this Assignment, or the Credit Agreement and also by Borrower under and pursuant to each of the other Loan Documents referred to in, or executed in connection with, the Credit Agreement;
C. The payment of all reasonable costs, expenses, legal fees and liabilities incurred by Agent or any Lender in connection with the enforcement of any of Agent’s or any Lender’s rights or remedies under this Assignment, the other Loan Documents, or any other instrument, agreement or document which evidences or secures any other Obligations or collateral therefor, whether now in effect or hereafter executed; and
D. The payment, performance, discharge and satisfaction of all other liabilities and obligations of Borrower to Agent and the Lenders, whether now existing or hereafter arising, direct or indirect, absolute or contingent, and including, but without limitation express or implied upon the generality of the foregoing, each such liability and obligation of Borrower under any of the Loan Documents and each amendment, extension, modification, replacement or recasting of any one or more of the instruments, agreements and documents referred to herein or therein or executed in connection with the transactions contemplated hereby or thereby.