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DOCUMENT TO BE RECORDED BOTH AS A

Assignment Agreement

DOCUMENT TO BE RECORDED BOTH AS A | Document Parties: STRATEGIC STORAGE TRUST, INC. | KEYBANK NATIONAL ASSOCIATION | RIEMER & BRAUNSTEIN LLP | SSTI 12714 S LA CIENEGA BLVD, LLC | Strategic Storage Trust, Inc You are currently viewing:
This Assignment Agreement involves

STRATEGIC STORAGE TRUST, INC. | KEYBANK NATIONAL ASSOCIATION | RIEMER & BRAUNSTEIN LLP | SSTI 12714 S LA CIENEGA BLVD, LLC | Strategic Storage Trust, Inc

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Title: DOCUMENT TO BE RECORDED BOTH AS A
Governing Law: California     Date: 7/8/2011
Law Firm: Riemer Braunstein    

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Exhibit 10.3

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

RIEMER & BRAUNSTEIN LLP

THREE CENTER PLAZA

BOSTON, MASSACHUSETTS 02108

ATTENTION: KEVIN J. LYONS, ESQUIRE

THIS DOCUMENT TO BE RECORDED BOTH AS A

DEED OF TRUST AND A FIXTURE FILING

THIS DOCUMENT SECURES OBLIGATIONS WHICH CONTAIN A PROVISION FOR A

VARIABLE RATE OF INTEREST

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY

AGREEMENT, AND FIXTURE FILING

 

TRUSTOR:

  

SSTI 12714 S LA CIENEGA BLVD, LLC,

a Delaware limited liability company

BENEFICIARY:

  

KEYBANK NATIONAL ASSOCIATION,

a national banking association, as Agent and Lender

TRUSTEE:

  

Commonwealth Land Title Company,

a California corporation


DEED OF TRUST,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT, AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (“Deed of Trust”) 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 (the “Trustor”) in favor of Commonwealth Land Title Company, a California corporation, having a place of business at 801 S. Figueroa St., Suite 870, Los Angeles, CA 90017, as trustee (“Trustee”), for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, as agent under a Credit Agreement (hereinafter called the “Credit Agreement”) dated July 1, 2011 among the Trustor, Strategic Storage Operating Partnership, L.P., and its Subsidiaries party to the Credit Agreement 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, having a place of business at 225 Franklin Street, Boston, Massachusetts 02110 (hereinafter, “Agent”) (hereinafter, the Agent and the Lenders are called “Beneficiary”).

The term Trustor shall include wherever the context permits its successors and assigns. The term Beneficiary shall include, wherever the context permits, its successors and assigns as the beneficiary for the time being of this Deed of Trust and the holder of the Note and other Obligations hereby secured.

This Deed of Trust is granted pursuant to the terms, provisions and conditions the Credit Agreement. Further, this Deed of Trust is intended to constitute: (i) a deed of trust under California law, (ii) a fixture filing under Section 9334 of the Uniform Commercial Code of California, and (iii) a security agreement and financing statement under the Uniform Commercial Code of California. This Deed of Trust is also intended to operate and be construed as an absolute present assignment of the rents, issues and profits of the Property, in accordance with the provisions of California Civil Code §2938, as the same may be amended from time to time, Trustor hereby agreeing that Beneficiary is entitled to receive the rents, issues and profits of the Property prior to an Event of Default and without entering upon or taking possession of the Property, all as more particularly described in and subject to the 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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WITNESSETH

TRUSTOR HEREBY IRREVOCABLY GRANTS, BARGAINS, SELLS, CONVEYS, TRANSFERS AND ASSIGNS:

To Trustee, in trust, with power of sale and right of entry and possession, all of its present and future estate, right, title and interest in and to that certain real property located in the County of Los Angeles, State of California, as more particularly described in Exhibit A attached hereto and made a part hereof, including all easements and rights used in connection therewith or as a means of access thereto, together with all right, title and interest that Trustor now has or may hereafter acquire in:

A. Real Estate . The fee simple interest of the Trustor in and to that certain parcel of land located in Los Angeles County, California more particularly described on Exhibit A which is annexed hereto and made a part hereof (“Land”), together with the improvements and other structures now or hereafter situated thereon (such improvements and other structures being sometimes collectively called the “Improvements”) commonly known as and numbered 12714 S. La Cienega Blvd, Hawthorne, Los Angeles County, California, together with all rights, privileges, tenements, hereditaments, appurtenances, easements, including, but not limited to, rights and easements for access and egress and utility connections, and other rights now or hereafter appurtenant thereto (hereinafter, collectively the “Real Estate”);

B. Fixtures . All real estate fixtures or items which by agreement of the parties may be deemed to be such fixtures, now or hereafter owned by Trustor, or in which Trustor has or hereafter obtains an interest, and now or hereafter located in or upon the Real Estate, or now or hereafter attached to, installed in, or used in connection with any of the Real Estate, including, but not limited to, any and all portable or sectional buildings, bathroom, plumbing, heating, lighting, refrigerating, ventilating and air-conditioning apparatus and equipment, garbage incinerators and receptacles, elevators and elevator machinery, boilers, furnaces, stoves, tanks, motors, sprinkler and fire detection and extinguishing systems, doorbell and alarm systems, window shades, screens, awnings, screen doors, storm and other detachable windows and doors, mantels, partitions, built-in cases, counters and other fixtures whether or not included in the foregoing enumeration (“Fixtures”);

C. Additional Appurtenances . All bridges, easements, rights of way, licenses, privileges, hereditaments, permits and appurtenances hereafter belonging to or enuring to the benefit of the Real Estate and all right, title and interest of Trustor in and to the land lying within any street or roadway adjoining any of the Real Estate and all right, title and interest of Trustor in and to any vacated or hereafter vacated streets or roads adjoining any of the Real Estate and any and all reversionary or remainder rights (“Additional Appurtenances”);

D. Awards . All of the right, title and interest of Trustor in and to any award or awards heretofore made or hereafter to be made by any municipal, county, state or federal authorities to the present or any subsequent owners of any of the Real Estate or the Land, or the Improvements, or the Fixtures, or the Additional Appurtenances, or the Leases or the Personal Property, including, without limitation, any award or awards, or settlements or payments, or other compensation hereafter made resulting from (x) condemnation proceedings or the taking of the Real Estate, or the Land, or the Improvements, or the Fixtures, or the Additional Appurtenances, or the Leases or the Personal Property, or any part thereof, under the power of eminent domain, or (y) the alteration of grade or the location or discontinuance of any street adjoining the Land or any portion thereof, or (z) any other injury to or decrease in value of the Mortgaged Property (as hereinafter defined)(“Awards”);

 

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E. Leases . All leases or subleases now or hereafter entered into of the Real Estate, or any portion thereof, and all rents, issues, profits, revenues, earnings and royalties therefrom, and all right, title and interest of Trustor thereunder, including, without limitation, cash, letters of credit, or securities deposited thereunder to secure performance by the tenants or occupants of their obligations thereunder, whether such cash, letters of credit, or securities are to be held until the expiration of the terms of such leases, subleases or occupancy agreements or applied to one or more of the installments of rent coming due prior to the expiration of such terms including, without limitation, the right to receive and collect the rents thereunder (“Leases”); and

F. Personal Property . All tangible and intangible personal property now owned or at any time hereafter acquired by Trustor of every nature and description, and used in any way in connection with the Real Estate, the Fixtures, the Additional Appurtenances, or any other portion of the Mortgaged Property, including, without limitation express or implied upon the generality of the foregoing, all Equipment, Goods, Inventory, Fixtures, Accounts, Instruments, Documents and General Intangibles (as each such capitalized term is defined in the Uniform Commercial Code in effect in the state where the Real Estate is situated) and further including, without any such limitation, the following whether or not included in the foregoing: materials; supplies; furnishings; chattel paper; money; bank accounts; security deposits; utility deposits; any insurance or tax reserves deposited with Agent; any cash collateral deposited with Agent; claims to rebates, refunds or abatements of real estate taxes or any other taxes; contract rights; plans and specifications; licenses, permits, approvals and other rights; the rights of Trustor under contracts with respect to the Real Estate or any other portion of the Mortgaged Property, or the Project; signs, brochures, advertising, the name by which the Mortgaged Property is known and any variation of the words thereof, and good will; copyrights, service marks, and all goodwill associated therewith; and trademarks; all proceeds paid for any damage or loss to all or any portion of the Real Estate, the Fixtures, the Additional Appurtenances, any other Personal Property or any other portion of the Mortgaged Property (“Insurance Proceeds”); all Awards; all Leases; all books and records; and all proceeds, products, additions, accessions, substitutions and replacements to any one or more of the foregoing (collectively, the “Personal Property”).

All of the Real Estate, Fixtures, Additional Appurtenances, Awards, Leases, Rents and Personal Property is hereinafter referred to collectively as the “Mortgaged Property.” The Trustor and the Agent and the Lenders hereby acknowledge that the Mortgaged Property does not, and shall not, consist of any Fixtures or Personal Property of any of the tenants of the Trustor, except to the extent that the Trustor has any rights, title, or interest in and to said Fixtures and Personal Property.

Notwithstanding the forgoing, to the extent that the Credit Agreement provides for particular rights in favor of Borrower related to the handling, processing or treatment of specific portions of the Mortgaged Property, including but not limited to use of proceeds of any Awards, rights of receipt and collection of rents in connection with Leases and rights related to particular portions of the Personal Property, the definition of Mortgaged Property shall include and the Mortgaged Property shall be subject to any such particular rights as are expressly provided to Borrower in the Credit Agreement.

 

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TO HAVE AND TO HOLD said Mortgaged Property bargained and described, together with all and singular the lands, tenements, privileges, water rights, hereditaments and appurtenances thereto belonging or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all of the estate, right, title, claim and demands whatsoever of Trustor, either in law or in equity, of, in and to the above-bargained Mortgaged Property forever, as security for the faithful performance of the Obligations under the Note secured hereby and as security for the faithful performance of each and all of the covenants, agreements, terms and conditions of this Deed of Trust, FOR THE PURPOSE OF SECURING THE OBLIGATIONS:

The term “Obligations” shall mean and include:

A. The payment of the principal sum, interest at variable rates as may be adjusted from time to time, charges and indebtedness evidenced by certain promissory notes (hereinafter individually and collectively referred to as the “Note”) issued under and in accordance with 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 Trustor under and pursuant to this Deed of Trust 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, including those incurred in proceedings under 11 U.S.C., and liabilities incurred by Agent and the Lenders in connection with the enforcement of any of Agent’s or any Lender’s rights or remedies under this Deed of Trust, 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 Trustor to Agent or any Lender, whether now existing or hereafter arising, direct or indirect, absolute or contingent, and including, without limitation express or implied upon the generality of the foregoing, each liability and obligation of Borrower under any one or more of the Loan Documents and any 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, including, without limitation, those arising in connection with any Hedging Obligations.

This instrument is sometimes referred to as “this Deed of Trust”.

 

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Trustor hereby grants to Agent, on behalf of the Lenders, a continuing security interest in all of the Mortgaged Property in which a security interest may be granted under the Uniform Commercial Code as such is in effect in the State of California including, without limitation, the Fixtures and the Personal Property, together with all proceeds and products, whether now or at any time hereafter acquired and used in any way in connection with the development, construction, marketing or operation of the Real Estate, or in connection with the Project, to secure all Obligations.

This Deed of Trust creates a lien on the Mortgaged Property, and to the extent the Mortgaged Property is not real property under applicable law this Deed of Trust constitutes a security agreement under the California Uniform Commercial Code and any other applicable law and is filed as a fixture filing. If required by Agent, at any time during the term of this Deed of Trust, Trustor will execute and deliver to Agent, in form satisfactory to Agent, additional security agreements, financing statements and/or other instruments covering all Personal Property or Fixtures of Trustor which may at any time be furnished, placed on, or annexed or made appurtenant to the Real Estate or used, useful or held for use, in the operation of the Improvements.

Trustor covenants, warrants, represents and agrees with Agent, its successors and assigns, that:

 

1.

Title . Trustor has good record and marketable title to the Mortgaged Property and has good right, full power and lawful authority to grant and convey the same in the manner aforesaid; and that the Mortgaged Property are free and clear of all encumbrances and exceptions, except for the schedule of exceptions, if any, listed in the title insurance policy insuring Agent’s interest in the Mortgaged Property which are incorporated into this Deed of Trust, and specifically Exhibit B hereof, by this reference (the “Permitted Title Exceptions”). Trustor shall make any further assurances of title that Agent may in good faith require including, without limitation, such further instruments as may be requested by Agent to confirm the assignment to Beneficiary of all Awards.

 

2.

Performance of Obligations . Trustor shall pay the Note and interest thereon as the same shall become due and payable, and pay and perform and observe all of the obligations and conditions set forth in each of the Note, this Deed of Trust, the Assignment of Leases and Rents, the Credit Agreement, and each of the other Loan Documents or other agreements, if any, executed by Trustor in connection with the Loan.

 

3.

Protection and Maintenance . Consistent with the Credit Agreement and, in all cases, ordinary wear and tear excepted, Trustor shall protect and maintain, or cause to be maintained, in good, first-class and substantial order, repair and tenantable condition at all times, including, where applicable, construction of the Improvements contemplated by the Credit Agreement, the buildings and structures now standing or hereafter erected on the Mortgaged Property, and any additions and improvements thereto, and all Personal Property now or hereafter situated therein, and the utility services on the Mortgaged

 

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Property, the parking areas and access roads on the Mortgaged Property, and all building fixtures and equipment and articles of personal property now or hereafter acquired and used in connection with the operation of the Mortgaged Property. Trustor shall promptly replace any of the aforesaid which may become lost, destroyed or unsuitable for use with other property of similar character, consistent with any applicable provisions of the Credit Agreement.

 

4.

Insurance Coverages . Trustor shall insure (or cause to be insured) the Mortgaged Property and the operation thereof with such coverages and in such amounts as are required by the provisions of the Credit Agreement and shall at all times keep such insurance in full force and effect and pay all premiums therefor annually, in advance. Trustor hereby irrevocably appoints Agent its true and lawful attorney-in-fact, with full power of substitution, to assign any such policy in the event of the foreclosure of this Deed of Trust or other transfer of title to the Mortgaged Property in extinguishment, in whole or in part of the Obligations secured hereby.

 

5.

Insurance Proceeds . Subject to the provisions of the Credit Agreement relating to the application of insurance proceeds, the proceeds of any hazard insurance shall be applied to or toward the indebtedness secured hereby in such order as Agent may determine. Notwithstanding anything in this Section 5 to the contrary, however, if the insurer denies liability to Trustor, Trustor shall not be relieved of any obligation under Section 3 of this Deed of Trust. If, pursuant to the provisions hereof and of the Credit Agreement, Agent and the Lenders applies insurance proceeds to the Loan and does not release the same to Trustor, the obligation of Trustor to repair, restore or rebuild shall be limited to taking all actions reasonably required to make the Mortgaged Property safe and in compliance with Legal Requirements and to restore the undamaged portion to an economically functional unit to the extent that it is reasonably possible to do so, taking into consideration, without limitation, the economic viability of such unit within the context of the then current condition of the overall Mortgage Property.

 

6.

Eminent Domain . Subject to the provisions of the Credit Agreement relating to the application of condemnation proceeds, the Awards of damages on account of any condemnation for public use of, or injury to, the Mortgaged Property shall be paid to Agent; such Awards shall, at the option of Agent, be applied to or toward the indebtedness secured hereby in such order as Agent may determine, or in the case of a partial taking, at Agent’s discretion, may be so applied or released to Trustor upon such conditions as Agent may prescribe to be applied to restoration of that part of the Mortgaged Property which remains, but not more than such portion of such Awards as may be required to restore or repair such damage or injury shall be so released; and any balance remaining shall be applied by Agent to or toward the indebtedness secured hereby in such order as Agent may determine. If Agent and the Lenders apply such Awards to the Loan and do not release the same to Trustor, the obligation of Trustor to repair, restore or rebuild shall be limited to taking all actions reasonably required to make

 

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the Mortgaged Property, or what remains thereof, safe and in compliance with Legal Requirements and to restore the remaining portion to an economically functional unit to the extent that it is reasonably possible to do so, taking into consideration, without limitation, the economic viability of such unit within the context of the then current condition of the overall Mortgage Property.

 

7.

No Waste; Compliance With Law . Trustor shall not commit or suffer any strip or waste of the Mortgaged Property, or any portion thereof (ordinary wear and tear excepted), or any violation of any law, rule, regulation, ordinance, license or permit, or the requirements of any licensing authority affecting the Mortgaged Property or any business conducted thereon, and shall not commit or suffer any demolition, removal or material alteration of any of the Mortgaged Property (except for the replacement of Fixtures and Personal Property in the ordinary course of business, so long as items of comparable value and quality are installed free and clear of liens in favor of any other party), without the express prior written consent of Agent in each instance which consent shall not be unreasonably withheld or delayed, and shall not violate nor suffer the violation of the covenants and agreements, if any, of record against the Mortgaged Property, and in all respects Trustor shall do all things necessary to comply with, and keep in full force and effect all licenses, permits and other governmental authorizations for the operation of the Mortgaged Property for its intended purposes, including, without limitation express or implied, the licenses, permits and authorizations referenced in the Credit Agreement.

 

8.

Environmental and Related Matters; Indemnification . The Trustor shall at all times comply with all of the terms, conditions and provisions imposed on Trustor under the Environmental Indemnity.

 

9.

Payment of Taxes and Prevention of Liens . Trustor shall pay before delinquent or before any penalty f


 
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