Exhibit 10.4
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
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ASSIGNOR:
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SSTI 12714 S LA CIENEGA BLVD, LLC,
a Delaware limited liability
company
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ASSIGNEE:
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KEYBANK NATIONAL ASSOCIATION,
a national banking association, as
Agent and Lender
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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 :
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1.
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Grant of Assignment
. This ASSIGNMENT is granted
pursuant and subject to the terms, provisions and conditions of the
agreement captioned Credit Agreement. Capitalized terms used herein
which are not otherwise specifically defined shall have the same
meaning herein as in the Credit Agreement.
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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.
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2.
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Obligations Secured
. THIS ASSIGNMENT is made for the
purpose of securing the “Obligations” as
follows:
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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.
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3.
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Warranties and
Representations .
ASSIGNOR WARRANTS AND REPRESENTS that it is and shall be in the
future the sole owner of the entire interests described in
Section 1 above and that no ren
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