8-K - SGST - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2025

Strategic Storage Trust VI, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-56545	85-3494431
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On March 7, 2025, Strategic Storage Trust VI, Inc. (the “Company”), through certain wholly-owned subsidiaries (the “Borrowers”), entered into a CAD $164.5 million financing (the “Loan”) whereby QuadReal Finance LP (“QuadReal”) acts as the servicer and certain affiliates of QuadReal serve as the lender (“Lenders”). Please see Item 2.03 below. The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described in Item 1.01, above, on March 7, 2025, the Company entered into the Loan with the Lenders pursuant to a commitment letter and charge setting forth the terms of the Loan (collectively, the “Loan Agreement”). The Loan is secured by a first mortgage on six of the Company’s properties in the Greater Toronto Area of Ontario, Canada and one property in Vancouver, British Columbia, Canada (the “Properties”). The aggregate amount is separated out by advances, whereby the Company may draw up to CAD $147.0 million as an initial advance (the “Initial Advance”) and may later draw up to an additional CAD $17.5 million upon the achievement of certain financial metrics as set forth in the Loan Agreement (the “Earnout Advance”). Upon the closing of the Loan, the Company drew an initial advance of $147.0 million. The proceeds of the Loan were primarily used to repay the Bank of Montreal Loan and National Bank of Canada – Ontario Loan.

The interest rate on the Initial Advance bears interest at an annual fixed rate equal to 5.59%, and the interest rate on the Earnout Advance will be based on the one-month Adjusted Term Canadian Overnight Repo Rate Average (“CORRA”), plus a CORRA adjustment of 2.5% at the time of the advance. The Loan has a term of five years, maturing on April 1, 2030. Payments under the loan are interest only during the term of the loan, payable monthly, with the full amount of the outstanding balance of the Loan due on the maturity date.

The Loan Agreement also contains customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default, all as set forth in the Loan Agreement. The Company serves as a non-recourse guarantor for the Loan. In addition, the Company provided the Lender with a debt service guarantee. However, the debt service guaranty may be terminated early based on achieving two consecutive fiscal quarters at a specific debt service ratio of not less than 1.1 to 1.0, as described in the Loan Agreement.

The information set forth above in this Item 2.03 does not purport to be complete and is qualified in its entirety by the full text of the Loan Agreement attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, which are incorporated into this Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

On March 13, 2025, the Company issued a press release announcing the Loan. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Commitment Letter, dated as of March 7, 2025

10.2 Charge, dated as of March 7, 2025

10.3 Debt Service Guaranty, dated as of March 7, 2025

99.1 Press Release, dated March 13, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STRATEGIC STORAGE TRUST VI, INC.
Date: March 13, 2025	By: /s/ Matt F. Lopez
	Matt F. Lopez
	Chief Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

March 7, 2025

The Borrowers, Beneficial Owners and Indemnitor (as defined herein)

c/o Smart Stop Self Storage REIT, Inc.

10 Terrace Road, Ladera Ranch California, USA, 92694

Attention: H. Michael Schwartz and James Barry Email: hms@smartstop.com and JBarry@smartstop.com

Dear Sirs/Madams:

Re: QuadReal Finance LP Mortgage Number:

Borrowers:

SST VI 19 ESANDAR DR, ULC
SST VI 1230 LAKESHORE RD E, ULC
SST VI 1770 APPLEBY LINE, ULC
SST VI 2068 S SHERIDAN WAY, ULC
SST VI 24-60 SANFORD AVE N, ULC
SST VI 411 CITYVIEW BLVD, ULC
SST VI 1615 FRANKLIN ST, ULC

Beneficial Owners:

SST VI 19 ESANDAR DR, LLC
SST VI 1230 LAKESHORE RD E, LLC
SST VI 1770 APPLEBY LINE, LLC
SST VI 2068 S SHERIDAN WAY, LLC
SST VI 24-60 SANFORD AVE N, LLC
SST VI 411 CITYVIEW BLVD, LLC
SST VI 1615 FRANKLIN ST, LLC

Indemnitor: STRATEGIC STORAGE TRUST VI, INC.

Properties:

19 Esandar Drive, Toronto, ON
1230 Lakeshore Road East, Mississauga, ON
1770 Appleby Line, Burlington, ON
2068 South Sheridan Way, Mississauga, ON
24-60 Sanford Avenue North, Hamilton, ON
411 Cityview Boulevard, Woodbridge, ON
1615, 1625 and 1633 Franklin Street, Vancouver, BC

QuadReal Real Estate Debt (Canada) GP Inc., in its capacity as general partner of QuadReal Real Estate Debt (Canada) Limited Partnership, or any affiliate appointed thereby (collectively, the “Lender”), on the basis of information provided in connection with the request from the Borrowers (as defined herein) for financing, and subject to the terms of this letter (as may be amended, supplemented or replaced, the

“Commitment Letter”), is pleased to advise that arrangements have been made for first mortgage financing (the “Loan”) for the above referenced properties as outlined herein including the attached schedules.

SERVICER:

The Borrowers, Beneficial Owners and Indemnitor acknowledge and agree that QuadReal Finance LP (the “Servicer”) shall provide mortgage administration services on behalf of the Lender, shall be the Servicer and shall act on behalf of the Lender and not on its own behalf.

PURPOSE:

To provide a blanket first freehold mortgage (the “Mortgage”) on the security of the following lands and buildings to assist the Borrowers with the refinancing of same:

19 Esandar Drive, Toronto, ON
1230 Lakeshore Road East, Mississauga, ON
1770 Appleby Line, Burlington, ON
2068 South Sheridan Way, Mississauga, ON
24-60 Sanford Avenue North, Hamilton, ON
411 Cityview Boulevard, Woodbridge, ON
1615, 1625 and 1633 Franklin Street, Vancouver, BC

(each individually a “Property”, and collectively, the “Properties”).

Full legal descriptions and ownership details for each Property are attached hereto as Schedule “A”.

BORROWERS and BENEFICIAL OWNERS:

Borrowers:

SST VI 19 ESANDAR DR, ULC
SST VI 1230 LAKESHORE RD E, ULC
SST VI 1770 APPLEBY LINE, ULC
SST VI 2068 S SHERIDAN WAY, ULC
SST VI 24-60 SANFORD AVE N, ULC
SST VI 411 CITYVIEW BLVD, ULC
SST VI 1615 FRANKLIN ST, ULC

(each a “Borrower” and collectively, the “Borrowers”)

SST VI 19 ESANDAR DR, LLC
SST VI 1230 LAKESHORE RD E, LLC
SST VI 1770 APPLEBY LINE, LLC
SST VI 2068 S SHERIDAN WAY, LLC
SST VI 24-60 SANFORD AVE N, LLC
SST VI 411 CITYVIEW BLVD, LLC
SST VI 1615 FRANKLIN ST, LLC

(each a “Beneficial Owner” and collectively, the “Beneficial Owners”)

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Each Borrower and Beneficial Owner shall be liable to the Lender on an unlimited joint and several basis for the payment of the Loan and the performance of all of the Borrowers’ other present and future obligations and liabilities to the Lender in connection with the Loan.

The Borrowers and Beneficial Owners represent and warrant that each of the Borrowers holds legal title to its respective Property described in Schedule “A” for and on behalf of its corresponding Beneficial Owner set out therein and for no other parties and that each of the Beneficial Owners is the only beneficial owner for whom its corresponding Borrower holds legal title. Each Beneficial Owner is the beneficial owner of its respective Property and holds such interest for and on behalf of its own account.

Schedule “F” sets out the ownership interests of each of the Borrowers and the Beneficial Owners and certain upstream affiliates more particularly described therein. No natural person owns 10% or more of any Borrower or Beneficial Owner (whether directly or indirectly).

INDEMNITOR:

Indemnities for the Lender’s typical recourse carveouts and environmental matters, as more particularly described in subsection (8) of the section captioned “SECURITY, COVENANTS, INDEMNITIES AND OPINIONS” (collectively, the “Indemnity”), shall be provided by each of the following until the Loan has been satisfactorily repaid in full:

STRATEGIC STORAGE TRUST VI, INC.

(the “Indemnitor”).

The Indemnity shall include a postponement of claims against the Borrowers, in favour of the Lender, subject to the provisions contained in this Commitment.

PRINCIPAL AMOUNT:

Up to $164,500,000 non-revolving facility, disbursed as follows:

Up to $147,000,000 of the Loan will be available to the Borrower in accordance with the provisions of this Agreement as an initial advance (the “Initial Advance”); and
Up to $17,500,000 of the Loan will be available to the Borrower in accordance with the provisions of this Agreement as a second advance (the “Earnout Advance” and an “Advance” shall mean either the Initial Advance or the Earnout Advance as applicable). Collectively, the Initial Advance and Earnout Advance shall be considered the “Aggregate Credit Facility”.

The aggregate credit available to the Borrowers under the Loan is not to exceed 64% of the appraised value of the Properties as set out in the appraisal delivered to the Lender pursuant to Section 3 of Schedule “B”.

TERM:

Commencing on the date of the Initial Advance to the date that is 60 months from the Interest Adjustment Date (the “Term”).

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AMORTIZATION:

The Loan will be interest only for the Term.

INTEREST RATE:

The interest rate for the Loan shall:

in respect of the Initial Advance, be 5.59% per annum, compounded semi-annually, not in advance; and
in respect of the Earnout Advance, if made, float monthly at one-month Adjusted Term CORRA plus 250bps in accordance with the provisions of Schedule “L” attached hereto.
INTEREST ADJUSTMENT DATE:

The “Interest Adjustment Date” means the first day of the month following the date of the Initial Advance (unless the Loan is advanced on the first day of a month, in which case the “Interest Adjustment Date” mean the date of the Initial Advance).

MATURITY DATE:

To expire 60 months from the Interest Adjustment Date (the “Maturity Date”).

TYPE OF MORTGAGE:

Conventional first mortgage.

REPAYMENT:

Interest only for the Term, with any balance to become due and payable on the Maturity Date.

All monthly Loan payments shall be made by way of automatic debit. Interest on the Initial Advance shall be applied on an ACTUAL/ACTUAL day count basis and interest on the Earnout Advance shall be applied on ACTUAL/365 day count basis. The attached Schedule “H” is to be completed and returned with this signed Commitment Letter.

TIME OF PAYMENTS:

In the event that any payment permitted or required to be made by the Loan shall be made after 12 noon, Pacific Time, on any payment date, that payment shall be deemed to have been made on the next following Business Day.

In this Commitment Letter, “Business Day” means a date, other than a Saturday, Sunday or statutory holiday, on which the Lender’s offices in Victoria, British Columbia and Toronto, Ontario are open.

PREPAYMENT PRIVILEGES:

The Loan may be repaid, in whole (or in part in connection with a partial discharge of any Property in accordance with the section captioned “Partial Discharge Provision”), prior to the Maturity Date, subject to the following:

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If such prepayment is to be made during the first 24 months of the Term following the date of advance of funds, upon payment to the Lender of an additional amount equal to the greater of:
three (3) months interest; or
an amount equal to, as of the date of payment, the sum by which the present value of the remaining future instalments of principal and/or interest due with respect to the prepaid amount as provided in this Loan plus the present value of the prepaid portion of principal which would have been due on the Maturity Date exceeds the prepaid portion of principal as of the date of prepayment as calculated by the Lender as set out below.

For the purpose of calculating the amount payable pursuant to this clause, the present value of the remaining future instalments of principal and/or interest with respect to the prepaid amount plus the present value of the prepaid portion of principal which would have been due on the Maturity Date shall be determined by using a discount rate equal to the ask side yield, as of the Business Day preceding payment, on a non-callable Government of Canada Bond determined by the Lender having a term most closely approximating the then remaining unexpired term of the Loan (the result of this calculation is referred to herein as the “Lost Yield”). The Borrowers agree that this amount represents a genuine pre-estimate of the lost yield and is not a penalty.

If the Loan is repaid between months 25 to 60 of the Term, upon payment to the Lender of an exit fee equal to 75bps of the then outstanding principal amount of the Loan.
PROCESSING FEE:

A non-refundable processing fee in the amount of $1,069,250.00 (65bps) shall be paid out of the Initial Advance on closing.

CONDITIONS PRECEDENT

The Borrowers, Beneficial Owners and Indemnitor acknowledge that there are conditions precedent to funding by the Lender set out in Schedule “B”. The conditions precedent to funding are not conditions precedent to the enforceability of this Commitment Letter, rather they represent the Lender’s requirements prior to funding.

REPRESENTATIONS, WARRANTIES AND COVENANTS

The representations, warranties and covenants of the Borrowers, Beneficial Owners and Indemnitor are set out in Schedule “C”.

SECURITY, COVENANTS, INDEMNITIES AND OPINIONS:

Required deliveries for this Loan, all in form and content satisfactory to the Lender and its solicitors, shall include:

this Commitment Letter;

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a first ranking charge/Mortgage over the Properties in the amount of $164,500,000, subject to those permitted encumbrances described in Schedule “A” (the “Permitted Encumbrances”);
a first ranking registered general assignment of all the Borrowers’ present and future interest in all rents and leases;
a beneficial owner agreement, beneficiary authorization and charge agreement or a beneficial charge binding each Beneficial Owner to each of the obligations of the Borrowers;
a general security agreement from each of the Borrowers and Beneficial Owners, which shall be perfected by registration under the provisions of the Personal Property Security Act (Ontario) or the Personal Property Security Act (British Columbia), as applicable, providing a first-ranking charge on all present and after-acquired personal property located on, used in association with or derived from the Properties, and all proceeds therefrom.

All collateral charged in favour of the Lender must not be subject to any prior or subsequent lien (other than Permitted Encumbrances), without the prior written consent of the Lender. Without limitation of the foregoing, the charge provided by the general security agreement shall extend to a first-ranking charge on all present and after-acquired contracts, contractual rights, purchase agreements, rights to receive profits or proceeds, all equipment such as air conditioning units, heating, ventilation and all other operating systems within any now existing or hereafter constructed building. Financing of personal property that becomes affixed shall not be permitted without the prior written consent of the Lender.

A financing statement in respect of the security interest created by the general security agreement shall be registered under the provisions of the Personal Property Security Act (Ontario) or the Personal Property Security Act (British Columbia), as applicable;

a first ranking assignment of all insurance policies, pertaining to the Properties;
priority agreements and postponement agreements, where requested by the Lender, each containing standstill period acceptable to the Lender and in a form satisfactory to the Lender and its solicitors. Each such agreement shall be registered on title, where available;
a full recourse carve-out indemnity, including an unlimited environmental indemnity, from each of the Borrowers, Beneficial Owners and Indemnitor, which will include an indemnity in respect of any losses suffered by the Lender as a result of any of the Obligors being non-residents of Canada for the purposes of Section 116 of the Income Tax Act (Canada);
a debt service guarantee from the Indemnitor, which shall terminate and be of no further force and effect upon the Properties, on a consolidated basis, achieving 2 consecutive fiscal quarters with the current Debt Service Ratio not less than 1:10:1:00, as determined by the Lender. The Debt Service Ratio for purposes of this calculation shall be defined as the Property Net Operating Income divided by the current debt service payments of the Initial Advance;
an opinion in respect of each of the Borrowers, Beneficial Owners and Indemnitor to be given by counsel to each as to the due authorization, execution, delivery; and enforceability

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of all documentation delivered by them to the Lender, together with all supporting certifications and resolutions; and
such other security, document, report or other matter as the Lender and its solicitors may, acting reasonably, deem necessary or advisable.

(collectively, the “Security Documents”).

PROPERTY MANAGEMENT:

The Properties shall at all times be managed by an affiliate of the Indemnitor, or by a professional property manager retained by the Beneficial Owners that is satisfactory to the Lender, acting reasonably. Where the Properties are managed by a professional property manager and where required by the Lender, the Beneficial Owners shall obtain a confirmation from such professional property manager specifying that, upon an Event of Default (as defined below) by any of the Borrowers, Beneficial Owners and/or Indemnitor, the professional property manager will, upon written notice from the Lender, accept instructions from the Lender in the name and in the stead of the Beneficial Owners, and without the Lender being considered a mortgagee in possession.

INSURANCE:

All insurance shall name the Lender as first loss payee and additional insured, with a provision that any amendment, non-renewal or cancellation shall not be permitted without notice to the Lender, with standard mortgages clauses, each in the form required by the Lender, acting reasonably. The Borrowers shall provide the Lender (or independent consultant as instructed) with evidence of the due renewal of acceptable insurance not later than sixty (60) days prior to the elapse thereof.

All insurance shall be reviewed initially, and at each policy expiry, by an independent consultant appointed by the Lender. The cost of such review and services shall be to the account of the Borrowers.

Further insurance requirements in connection with this Commitment Letter are set out in Schedule “G”.

OTHER FINANCING:

No other financing of all or any part of any of the Properties shall be permitted without the prior written consent of the Lender, including without limitation, financing of personal property that may be affixed or annexed to the Properties.

Where a lien is registered without the prior written consent of the Lender, in addition to the remedies available to the Lender, the Borrowers and Beneficial Owners covenant that they shall immediately cause such lien to be discharged from title to the applicable Property.

FINANCIAL REPORTING:

The Borrowers, Beneficial Owners and Indemnitor shall provide the Servicer with:

annually, within ninety (90) days of fiscal year-end, on at least a “notice to reader” basis, income statements and balance sheets for the Beneficial Owners;
annually, within ninety (90) days of fiscal year-end, audited financial statements prepared by a firm of independent public accountants, prepared in accordance with International

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Financial Reporting Standards (IFRS), Canadian Accounting Standards for Private Enterprises, or U.S. GAAP, whichever standard is applicable, for the Indemnitor;
quarterly, within ninety (90) days of quarter-end, a current rent roll, trailing 12-month operating statement and trailing 12-month occupancy history for each Property, including details of all capital expenditures; and
annually, no later than June 30 in each calendar year, internal certification as to the adjusted cost base and undepreciated cost amount, as applicable, of each Property together with such back up information as required by the Lender to verify same.
PROPERTY TAXES:

In accordance with the Mortgage, the property taxes shall be paid directly to the taxing authority, and the Borrowers shall provide the Lender with evidence of payment not less than annually, on demand, or on such other schedule as determined by the Lender, acting reasonably.

From and after the occurrence of an Event of Default beyond any cure period, where directed by the Lender, the Borrowers shall make monthly deposits to a realty tax reserve for the remainder of the Loan, in an amount reasonably determined by the Lender to be sufficient to pay such realty tax liability, as it becomes due.

EVENTS OF DEFAULT:

Without limiting the events of default to be incorporated into the Security Documents, the following events of default (the “Events of Default”, each an “Event of Default”) entitle the Lender to exercise its remedies under the Loan and the Security Documents, including, without limitation, the right to require the Borrowers to immediately pay the entire amount of principal and accrued interest then outstanding together with all fees, costs and expenses:

any default in the payment when due of any principal of or interest on the Loan, including the entire balance and accrued but unpaid interest due under the Loan on the Maturity Date, including on acceleration, and shall include default in the payment when due of any other amount payable to the Lender; or
failure to comply with the non-monetary terms and conditions of this Commitment Letter and/or the Mortgage and/or any of the Security Documents for a period of ten (10) days but only in the event such failure to comply is actually capable of being cured (provided that, if in the case of non-monetary defaults other than events of insolvency, rectification cannot reasonably be expected to be made within such period, then within a reasonable period of time thereafter provided that: (i) the Borrowers provide written notice to the Lender, and receive the Lender’s prior written consent approving the curative steps to be taken; and (ii) the defaulting party commences such rectification within the period and thereafter diligently pursues such rectification on the terms and conditions specified by the Lender); or
any representation, warranty or certification made by any party for the benefit of the Lender, the Servicer or any of them in any document (or in either case, any modification or supplement thereto), or in any certificate, report, financial statement or other item furnished to the Lender, the Servicer or any of them in connection with this transaction

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shall prove to have been false or misleading in any material respect as of the time made or furnished; or
any of the Security Documents fails to create or perfect the liens, rights, powers and privileges purported to be created thereby, and the Borrowers, and/or Beneficial Owners, as applicable, upon reasonable written notice from the Lender, fail to execute such further documents or instruments required by the Lender as may be reasonably necessary to effect the purpose of the Security Documents and carry out their provisions; or
any real or personal property (or any part thereof or interest therein) pledged or charged as security under the Commitment Letter and/or the Mortgage and/or any of the Security Documents becomes subject to any security interest, pledge, covenant, lien, or other encumbrance whether equal, junior or senior to the interest of the Lender, and whether by operation of law, or otherwise, other than Permitted Encumbrances; or
any collateral, real property or other interest (or any part thereof or interest therein) pledged or charged as security under the Commitment Letter and/or the Mortgage and/or any of the Security Documents is sold, assigned, transferred, conveyed or otherwise disposed of, or is the subject of any attempted sale, assignment, transfer or conveyance by any of the Borrowers or Beneficial Owners, without written consent of the Lender, whether directly or indirectly; or
any direct interest in a Borrower or Beneficial Owner becomes subject to any security interest, pledge, covenant, lien, or other encumbrance whether equal, junior or senior to the interest of the Lender and whether by operation of law or otherwise, save and except where the Lender has provided its prior written consent to same; or
any direct interest in a Borrower or Beneficial Owner is sold, assigned, transferred, conveyed or otherwise disposed of by either a Borrower or Beneficial Owner, or is the subject of any attempted sale, assignment, transfer or conveyance, without written consent of the Lender; or
any event which constitutes an event of default under the Mortgage; or
any Borrower or Beneficial Owner or the Indemnitor:
institutes proceedings for substantive relief in any bankruptcy, insolvency, debt restructuring, reorganization, readjustment of debt, dissolution, liquidation, winding-up or other similar proceedings (including proceedings under the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the incorporating statute of the relevant corporation or other similar legislation), including proceedings for the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official with respect to the relevant corporation or all or any material part of its property or assets;
makes an assignment for the benefit of its creditors;
is unable, or admits in writing its inability, to pay its debts as they become due or otherwise acknowledges its insolvency or commits any other act of bankruptcy or is taken to be insolvent under any applicable legislation;

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is terminated, dissolved or liquidated; or
acquiesces to, or takes any action in furtherance of, any of the foregoing; or
if any third party in respect of a Borrower or Beneficial Owner or the Indemnitor:
makes any application under the Companies’ Creditors Arrangement Act (Canada) or similar legislation;
files a proposal or notice of intention to file a proposal under the Bankruptcy and Insolvency Act (Canada) or similar legislation;
institutes a winding-up proceeding under the Winding-up and Restructuring Act (Canada), any relevant incorporating statute or any similar legislation;
presents a petition in bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any similar legislation; or
files, institutes or commences any other petition, proceeding or case under any other bankruptcy, insolvency, debt restructuring, reorganization, incorporation, readjustment of debt, dissolution, liquidation, winding-up or similar law now or hereafter in effect, seeking bankruptcy, liquidation, reorganization, dissolution, winding-up, composition or readjustment of debt of any of them, the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official for any of them, or any material part of any of their respective assets or any similar relief;

and if the application, filing, proceeding, petition or case is not dismissed, stayed or withdrawn within thirty (30) days of commencement thereof; or

failure by the Borrowers to perform and do all such things as are necessary to reasonably maintain the Properties and the improvements thereon to a standard as would a prudent owner of similar type properties; or
the occurrence of any event or conditions that has had or could reasonably be expected to have (i) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of any of the Borrowers, Beneficial Owners or Indemnitor, (ii) a material adverse effect on the ability of any of the Borrowers, Beneficial Owners or Indemnitor to perform its respective obligations under any Security Document to which it is a party, (iii) a material adverse effect on the rights and remedies of the Lender under any security Document, or (iv) a material adverse effect on the fair market value of any of the Properties or the income therefrom (in each case, a “Material Adverse Effect”).
REMEDIES:

The fact that this Commitment Letter provides for remedies shall not derogate from the rights of the Lender pursuant to the terms and conditions of the Security Documents, and any remedies noted herein shall be cumulative. Upon the occurrence of an Event of Default, the Lender may do any one or more of the following, in its sole and absolute discretion:

cease further funding under the Loan;
demand payment of the Loan, either in whole or in part;

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commence foreclosure or other recovery proceedings or commence any self-help remedies such as power of sale;
commence proceedings under the applicable Personal Property Security Act;
appoint a receiver or a receiver/manager to take possession of any or all of the assets charged in its favour;
commence proceedings to realize under any covenant or guarantee;
enforce the provisions of any one or more of the Security Documents; or
pursue any and all other rights or remedies available to it, whether at law, in equity or under any statute.
DUE ON SALE:

The Borrowers and Beneficial Owners covenant and agree with the Lender that in the event of any Borrower or Beneficial Owner selling, conveying, transferring or entering into an agreement for the sale or transfer of legal or beneficial title of any Property, prior to the Loan being repaid in full, to a purchaser or transferee not approved of in writing by the Lender (which consent may be withheld in the sole and absolute discretion of the Lender), at the option of the Lender, all amounts outstanding under the Loan shall be due and payable plus an amount as calculated by the Lender in accordance with the section captioned “Prepayment Privileges”, as if the Loan was being repaid prior to the Maturity Date, and the Lender shall be entitled to the applicable Lost Yield or exit fee in respect thereof.

In the event of a prepayment earlier than the Maturity Date, whether in whole or in part, the Lender shall be entitled to the applicable Lost Yield or exit fee, pursuant to the section captioned “Prepayment Privileges".

The Borrowers agree that this amount represents a genuine pre-estimate of the lost yield and is not a penalty.

PARTIAL DISCHARGE PROVISION:

Provided that no default or Event of Default has occurred and is continuing, the Borrowers shall be entitled to a partial discharge of one or more Properties in connection with the sale thereof subject to repaying the Loan by an amount equal to 110% of the outstanding Allocated Loan Amount (as set out in Schedule “M”) attributable to such Property being discharged. It is agreed all prepayments resulting from the exercise by the Borrowers of this partial discharge provision will be subject to payment of the Lost Yield or exit fee payable pursuant to the section captioned “Prepayment Privileges” in respect of any such prepayment.

SMARTSTOP TRANSACTION:

Notwithstanding anything to the contrary contained in this Agreement, and subject to the Lender’s sole and absolute discretion in respect of an assumption by a New Borrower pursuant to (b), the Lender confirms, acknowledges and agrees that the following transfers and assumptions shall be permitted under this Agreement and under the other Security Documents subject to compliance with the second paragraph below (each, a “SmartStop Transaction”):

any change in control in any of the Borrowers, the Beneficial Owners or the Indemnitor that results in such entity being controlled by SmartStop REIT or any of its controlled subsidiaries; or

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an assumption of the Loan by SmartStop REIT or any of its controlled subsidiaries (the “New Borrower”).

The Lender hereby consents to any SmartStop Transaction provided that:

the Lender receives at least forty-five (45) days prior written notice of such transfer;
the Borrowers shall provide the Lender with such information as the Lender shall reasonably request for the Lender to conduct such “know your customer,” and other searches as are necessary to satisfy internal organizational requirements regarding “know your customer” and similar requirements (to be applied on a non-discriminatory basis), as the Lender shall require, and such SmartStop Transaction shall not be permitted if the Lender in good faith determines that such SmartStop Transaction would result in noncompliance with any of the foregoing requirements;
no Event of Default has occurred and is continuing both at the time such notice is given and as of the closing date of such SmartStop Transaction;
the organizational documents of the Borrowers, New Borrower, Beneficial Owners, Indemnitor, and/or SmartStop REIT, as applicable, and their respective sponsor(s) or principal(s) shall be in form and substance reasonably satisfactory to the Lender;
the Borrowers, New Borrower, Beneficial Owners, Indemnitor and/or SmartStop REIT, as applicable, shall pay any and all reasonable out-of-pocket costs incurred by the Lender in connection with the transfer (including, without limitation, the reasonable fees and disbursements of the Lender’s counsel and all recording fees, transfer taxes and title insurance premiums), it being acknowledged and agreed that the Borrowers shall have this obligation even if the applicable SmartStop Transaction is not consummated;
in connection with any assumption of the Loan, New Borrower shall assume all of the obligations of the applicable Borrower and Beneficial Owner (if applicable) under this Agreement and the other Security Documents by entering into an assumption agreement in form and substance reasonably satisfactory to the Lender and delivering such legal opinions as the Lender’s Counsel may reasonably require;
in connection with any assumption of the Loan, the New Borrower shall deliver an endorsement to the existing title insurance policy in form and substance reasonably acceptable to the Lender insuring the Security Documents as modified by the assumption agreement, as a valid first lien on the applicable Property(ies) and naming New Borrower as owner of such Property(ies), naming the Lender as the insured, bringing forward the date and time of the title insurance policy to the date and time of the recording of the assumption agreement or a memorandum thereof, and addressing such other matters as the Lender shall reasonably require, and which endorsement shall insure that as of the recording of the assumption agreement, such Property(ies) shall not be subject to any additional exceptions or liens other than those contained in the title insurance policy; and
the Lender shall reasonably cooperate with Borrowers, the Beneficial Owners, the Indemnitor, the New Borrower and SmartStop REIT, as applicable, in order to make reasonable and necessary amendments to the Security Documents to effectuate such SmartStop Transaction.

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CONVERSION:

None of the Properties shall be converted to a condominium, without prior written consent of the Lender, acting reasonably.
AUTHORIZATION AND DIRECTION OF MORTGAGE PROCEEDS:

The Lender may apply the Advance to any interest accruing to the Interest Adjustment Date (the “Interest Adjustment”), if any, and Transaction Costs in such order and manner as the Lender, in its sole and absolute discretion, may from time to time determine.

In this Commitment Letter, “Transaction Costs” means, at any point in time, the costs and expenses from time to time paid or incurred by the Lender including, but not limited to:

all legal fees incurred by the Lender in respect of the preparation, completion and registration, amendment and enforcement of the Mortgage;
the cost of title insurance; and
all sales, goods and services and value added taxes payable to any governmental authority in connection with any of the foregoing, including provincial sales taxes, federal goods and services taxes and harmonized sales taxes.

The Borrowers irrevocably direct and authorize the Lender and its solicitors to apply the Advance to any Interest Adjustment and the Transaction Costs.

FORCE MAJEURE:

In this Commitment Letter, “force majeure” mean acts of God, wars (declared or undeclared), acts of terrorism, revolution, riot, insurrection, civil commotion, pandemic, epidemic, fires, floods, storms, slides, strikes, lockouts, freight embargoes, power failures, mechanical or electronic breakdown or non-availability of any machinery, equipment or service provided by any person or entity, provided that any such event or circumstance is a major disabling event or circumstance in relation to the normal operations of the party concerned as a whole which is beyond the reasonable control of the party affected and results in a material delay, interruption or failure by the affected party in carrying out its duties, covenants or obligations under this Commitment Letter, provided always that lack of money, financing or credit shall not be deemed to be an event of force majeure.

Only those provisions expressly stated to be subject to force majeure shall be subject to this provision, otherwise each obligation expressed herein shall not be subject to force majeure. If an event of force majeure occurs or is likely to occur, the party directly affected shall notify the other party forthwith, and shall use its best efforts to remove, curtail, or contain the cause of the delay, interruption or failure, and to resume with the least possible delay compliance with its duties, covenants and obligations under this Commitment Letter. Neither party shall be liable to the other for any delay, interruption or failure in the performance of its respective duties, covenants or obligations under this Commitment Letter if an event of force majeure occurs, and in such event the time period for the performance or completion of any such obligation shall be automatically extended for the duration of the event of force majeure.

DISCHARGE DOCUMENTATION:

The Borrowers shall, at their sole cost and expense, prepare and deliver to the Lender’s solicitors all discharges and releases reasonably required by it from the Lender. All discharges and releases must be

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reviewed by, and be to the satisfaction of the Lender’s solicitors, acting reasonably. The Borrowers shall, on demand, pay all legal and other costs incurred by the Lender to provide such discharges and releases required by the Borrowers.

SYNDICATION:
The provisions of Schedule “E” shall govern syndication.
LIMITED RECOURSE TO LENDER:

Neither the Lender, Servicer or any related party to either of them, nor any of their respective assets shall have or be subject to any actions, proceedings, losses, damages, liabilities, claims, demands, costs or expenses of any kind or nature made by or on behalf of any party hereto arising from or relating to, directly or indirectly, the Loan, including the making or administration of the Loan or any default or other act or omission by any of the abovementioned lender entities under or relating to the Loan, any of the Security Documents or any other document delivered to the Lender, and each party hereto hereby agrees to indemnify and save each of the above mentioned Lender entities from and against all such matters.

WITHHOLDINGS:

This provision shall not apply to any deduction or withholding for taxes under the laws of Canada or any province thereof (“Canadian Taxes”) or for taxes of a country or jurisdiction other than Canada (“Foreign Taxes”) arising from or in respect of any Loan payment where such deduction or withholding arises solely as a result of a change in the current status of the Lender as a resident of Canada, or as a result of any assignment of the Loan by the Lender to a non-resident of Canada. Subject to the foregoing, to the extent that any payment on or in respect of the Loan by the Borrowers, the Beneficial Owners or the Indemnitors shall become subject to a deduction or withholding imposed on such Loan payment for Canadian Taxes or Foreign Taxes (including any deduction or withholding arising from a change in applicable laws), the amount of such Loan payment shall be automatically increased by an amount which ensures that the Lender receives, after such deduction or withholding is made (including any additional withholding or deduction on such additional amount) and without any credit to the Borrowers therefor, the full amount of the payment specified in the Loan document. The party responsible shall pay the sum of any such deduction or withholding to the applicable taxing authority as required by applicable laws and, upon request, provide the Lender with evidence of such payment.

NOTICE:

Any notice shall be deemed given if made in writing and given or delivered by mail or electronic transmission to the Lender:

QuadReal Real Estate Debt (Canada) GP Inc.

Suite 515 – 1515 Douglas Street

Victoria, BC V8W 2G4

Attention: Mortgage Servicing Department Email: mortgage.service@quadreal.com

with a copy to the Servicer at:

QuadReal Finance LP

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Suite 515 – 1515 Douglas Street

Victoria, BC V8W 2G4

Attention: Mortgage

Email: mortgage.service@quadreal.com

and, in the case of the Borrowers, at the address indicated in this Commitment Letter, and in the case of each of the Beneficial Owners and Indemnitor at the address indicated below his or her signature.

Any notice, demand, request or other document so given or delivered shall be deemed to have been validly served, given or delivered:

if by way of postal mail, upon the earlier of actual receipt (or refusal thereof) and four (4) Business Days after deposit in the mail as registered or certified mail, return receipt requested, with proper postage prepaid;
if by way of courier, one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; and
if by way of electronic mail, upon the later of the day of transmission if sent by 4:00 p.m. Pacific Time, or if not, on the next Business Day, and receipt in readable form.

Any party hereto may, from time to time, by notice in writing change its address or email address (or in the case of a corporate party, the designated recipient) for the purposes of this Commitment Letter and Security Documents.

LEGAL AND OTHER COSTS:

All costs incurred whether directly or indirectly by the Lender in connection with this Commitment Letter and the enforcement of the Mortgage, including but not limited to legal fees, disbursements, internal costs, fees and expenses of the Lender are payable by the Borrowers, whether or not the transaction proceeds as contemplated. At the option of the Lender, these fees, costs, expenses and/or disbursements may be deducted from an Advance or otherwise recovered by the Lender as a secured obligation.

OTHER FEES:

All administrative fees and costs as herein set out are in addition to any third party fees and costs provided in this Commitment Letter and are hereby acknowledged by the Borrowers, Beneficial Owners and Indemnitor to be reasonable fees and costs designed to compensate the Lender for the cost and time incurred and or expended by the Lender, its staff and or agents in administrating compliance by the Borrowers with the terms of the Loan. Such fees and costs, including without limitation, the below noted fees and costs (but excluding the Lender’s discharge fees and costs)‎, may be deducted from the proceeds of an Advance, at the sole discretion of the Lender.

Advance Fee: $ 500.00

Discharge Fees: $ 350.00 (per property)

Dishonoured Cheque/Payment: $ 100.00

Credit Bureau Fees: $ 50.00 (per person/entity)

Payout Statement 2nd & subsequent requests: $ 250.00 (per request)

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CRIMINAL CODE:

All of the terms and provisions of this Commitment Letter shall be construed in compliance with all applicable laws. If any charge or fee due hereunder is invalid, unenforceable or excessive under any law:

such charge or fee shall be deemed modified or reduced to the extent required by law; and
any such sums collected by the Lender in excess of the maximum amount permitted by such law shall, at the Lender’s option, be reapplied to any principal, interest, deficiency or other amounts due hereunder (or, once all such amounts have been paid in full, returned to the Borrowers), and the Lender shall have no further liability to the Borrowers as a result thereof.

Notwithstanding any provisions of this Commitment Letter, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by the Borrowers under the Security Documents exceed the effective annual rate of interest on the “credit advanced” (as defined in Section 347 of the Criminal Code (Canada)) under this Commitment Letter lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Commitment Letter in respect of “interest” (as defined in Section 347 of the Criminal Code (Canada)) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by the mutual mistake of the Borrowers and the Lender and the amount of such payment or collection shall be reapplied to any principal, interest, deficiency or other amounts due hereunder (or, once all such amounts have been paid in full, refunded to the Borrowers). For the purposes of this paragraph, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be prima facie evidence of such rate.

INTEREST ACT (CANADA):

For the purpose of the Interest Act (Canada), the yearly rate of interest to which interest calculated on the basis of a year of 365 days or any period less than a calendar year, as the case may be, is equivalent to the rate of interest determined as herein provided multiplied by the actual number of days in such year and divided by 365 or such lesser period, as the case may be.

LENDER RECORDS:

The entries made in the accounts maintained by the Lender shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that neither the failure of Lender to maintain such accounts, nor any error therein, shall in any manner affect the obligation of any party to repay the Loan, and other sums due in respect thereof, in accordance with the terms of this Commitment Letter.

TIME IS OF THE ESSENCE:

Time is of the essence.

LANGUAGE:

All financial statements, documents and third party reports shall be received in English and shall be in a form and content satisfactory to the Lender in its sole discretion.

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COUNTERPARTS:

This Commitment Letter may be executed in counterparts, and each of such counterparts shall constitute an original of this Commitment Letter and all such counterparts together shall constitute one and the same agreement. This Commitment Letter or counterparts hereof may be executed by any or all of the parties hereto electronically or cryptographically, in accordance with the provisions of the applicable provincial legislation as amended from time to time. A photocopy or a scanned and e-mailed copy of this executed Commitment Letter may be relied upon and enforced to the same extent as if it were an original executed version, and the delivery of an executed counterpart copy of this Commitment Letter by telecopy or by electronic transmission in portable document format (PDF) shall be deemed to be the equivalent of the delivery of an original executed copy thereof.

AMENDMENTS TO COMMITMENT LETTER:

No term or requirement of any Security Document may be waived or varied orally or by any course of any conduct of any of the Lender’s or the Servicer’s directors, officers, employees or agents and any amendment thereto must be in writing and signed by an authorized signatory of the Lender.

COMMITMENT NOT TRANSFERABLE OR ASSIGNABLE:

This Commitment Letter shall not be transferred or assigned by the Borrowers, Beneficial Owners or Indemnitor without the Lender’s express written consent and approval. Any request to transfer or assign this Commitment Letter must be accompanied by such information and documentation as may be requested by the Lender. The Lender, however, may, at its discretion, and without the consent of the Borrowers, Beneficial Owners or Indemnitor, and at no cost to the Borrowers and Beneficial Owners (other than any legal fees of the Borrowers and Beneficial Owners), assign, sell, syndicate, finance, collateralize, securitize, or transfer all or any portion of the Loan and all security therefor, save and except to any person or entity that either directly or indirectly, holds an equity interest in, or operates, a direct competing self-storage business, which shall be expressly prohibited. As part of any such transaction, the Lender is hereby authorized to provide prospective participants in such transactions all information received by the Lender regarding the Borrowers, Beneficial Owners, the Indemnitor and/or the Properties.

NON-MERGER:

It is understood and agreed that the execution, delivery and registration of the Mortgage and other security shall in no way extinguish this Commitment Letter or the terms and conditions hereof, which Commitment Letter shall survive and continue in full force and effect. In the case of any inconsistency or conflict with any of the provisions of the Mortgage or other security, the Lender shall determine in its sole discretion which provisions shall prevail.

CANCELLATION:

This Commitment Letter may be cancelled at the Lender’s option if any of the conditions set out herein are not complied with, are not satisfactorily fulfilled by the Commitment Expiry Date.

BINDING EFFECT:

Neither the preparation nor the registration of any of the documents contemplated in this Commitment Letter shall bind the Lender to advance funds.

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This Commitment Letter constitutes an offer to provide financing to the Borrowers on the terms and conditions set out herein and in the schedules hereto and shall be open for acceptance until 4:00 p.m. Pacific Time on March 7, 2025, after which the offer constituted hereby shall be null and void, at the Lender’s option.

This Commitment Letter may be accepted by the Borrowers, Beneficial Owners and Indemnitor signing and returning one executed copy of this Commitment Letter to the Lender and Servicer at the address above, together with:

payment of the amount of the Processing Fee(s) other fees outlined herein; and
the Contact Information Form (Schedule “I”) and Pre-Authorized Banking Form (Schedule “H”).

Acceptance of this Commitment Letter shall constitute the Lender’s authority to instruct its solicitors and consultants to conduct diligence and prepare all necessary Security Documents at the Borrowers’ cost and expense.

COMMITMENT EXPIRY:

The Loan must be advanced by March 24, 2025 (the “Commitment Expiry Date”), failing which the Lender at its option may cancel this commitment for failure on the part of the Borrowers to meet a condition precedent to disbursement of funds. If the Lender extends the Commitment Expiry Date, the Borrowers shall pay the Lender a late disbursement fee to be calculated by the Lender.

The late disbursement fee shall be based on the Loan amount and the difference between the interest rate on the Loan and the interest rate available to the Lender on short-term investments, for a duration equal to the time beyond March 17, 2025 and the actual funding date.

Yours truly, Andrew Black

E&OE

-Signature pages to follow-

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Exhibit 10.1

ACCEPTED by the Borrowers this ___7th____ day of __March________, 2025.

BORROWERS

SST VI 19 ESANDAR DR, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

SST VI 1230 LAKESHORE RD E, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

SST VI 1770 APPLEBY LINE, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

SST VI 2068 S SHERIDAN WAY, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

SST VI 24-60 SANFORD AVE N, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

SST VI 411 CITYVIEW BLVD, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

SST VI 1615 FRANKLIN ST, ULC

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer and President

I have the authority to bind the corporation

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Exhibit 10.1

BENEFICIAL OWNERS

SST VI 19 ESANDAR DR, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of ___March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

SST VI 1230 LAKESHORE RD E, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

SST VI 1770 APPLEBY LINE, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

SST VI 2068 S SHERIDAN WAY, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

SST VI 24-60 SANFORD AVE N, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

SST VI 411 CITYVIEW BLVD, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

SST VI 1615 FRANKLIN ST, LLC

By: STRATEGIC STORAGE TRUST VI, INC., its manager

ACCEPTED this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

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Exhibit 10.1

INDEMNITOR

STRATEGIC STORAGE TRUST VI, INC.

ACCEPTED by the Indemnitor this ___7th____ day of __March_______, 2025.

Per: _/s/ H. Michael Schwartz___________

Name: H. Michael Schwartz

Title: Chief Executive Officer I have the authority to bind the corporation

Address for notice: 10 Terrace Road, Ladera Ranch, California, USA, 92694

Exhibit 10.1

List of Schedules

Schedule “A” Legal Description

Schedule “B” Conditions Precedent

Schedule “C” Representations, Warranties and Covenants (as applicable)

Schedule “D” Intentionally Deleted

Schedule “E” Syndication (as applicable)

Schedule “F” Corporate Chart

Schedule “G” Insurance Requirements

Schedule “H” Payor’s Authorization for Pre-Authorized Debits for Business

Schedule “I” Contact Information

Schedule “J” Intentionally Deleted

Schedule “K” Request for Advance

Schedule “L” CORRA Provisions

Schedule “M” Allocated Loan Amounts

Exhibit 10.1

SCHEDULE “A”

BORROWERS, BENEFICIAL OWNERS, LEGAL DESCRIPTION & PERMITTED ENCUMBRANCES

Property Address	Legal / Beneficial Ownership	PIN / Legal Description
19 Esandar Drive, Toronto, ON	Legal Owner:<br><br>SST VI 19 ESANDAR DR, ULC<br><br>Beneficial Owner:<br><br>SST VI 19 ESANDAR DR, LLC	PIN 10369-0190(LT)<br><br>PT LT 13 CON 3 FTB TWP OF YORK PT 5 TO 7 64R10411; CITY OF TORONTO
1230 Lakeshore Road East, Mississauga, ON	Legal Owner:<br><br>SST VI 1230 LAKESHORE RD E, ULC<br><br>Beneficial Owner:<br><br>SST VI 1230 LAKESHORE RD E, LLC	PIN 13485-0304(LT)<br><br>PT LT 6 CON 3 SDS TORONTO PT 1, 43R20469; S/T TT119305; CITY OF MISSISSAUGA
1770 Appleby Line, Burlington, ON	Legal Owner:<br><br>SST VI 1770 APPLEBY LINE, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 1770 APPLEBY LINE, LLC	PIN: 07181-1327(LT)<br><br><br><br>PART BLOCK 3, PLAN M249, PART 1, PLAN 20R-21900; CITY OF BURLINGTON
2068 South Sheridan Way, Mississauga, ON	Legal Owner:<br><br>SST VI 2068 S SHERIDAN WAY, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 2068 S SHERIDAN WAY, LLC	PIN: 13429-0952(LT)<br><br><br><br>PART LOT 31, CONCESSION 2, SDS,(TORONTO) AS IN VS67469, RO510767, VS32808; SAVE AND EXCEPT PART 1, PLAN 43R38933; SUBJECT TO AN EASEMENT AS IN RO502828; SUBJECT TO AN EASEMENT AS IN VS420047; SUBJECT TO AN EASEMENT IN GROSS OVER PARTS 1 AND 2, 43R-39554 AS IN PR3694334; CITY OF MISSISSAUGA
24-60 Sanford Avenue North, Hamilton, ON	Legal Owner:<br><br>SST VI 24-60 SANFORD AVE N, ULC	PIN: 17199-0017(LT)<br><br>LTS 17, 18, 19, 20, 21, 22, 23 & 24, PL 46 ; PT LTS 25, 26, 27, 28, 29, 30, 31 & 32, PL 46 , AS IN VM231207 ;
	Beneficial Owner:<br><br>SST VI 24-60 SANFORD AVE N, LLC	LANE, PL 46 , AS CLOSED BY ORDERS HA118450 & HA130962, AS IN VM231207; HAMILTON
---	---	---
411 Cityview Boulevard, Woodbridge, ON	Legal Owner:<br><br>SST VI 411 CITYVIEW BLVD, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 411 CITYVIEW BLVD, LLC	PIN: 03327-8199<br><br>PT BLK 133, PL 65M3899, PTS 1 TO 5 PL 65R35515; S/T EASEMENT OVER PTS 1, 2 AND 3 PL 65R35515 AS IN YR651192; S/T EASEMENT OVER PTS 2 AND 4 PL 65R35515 AS IN YR773653; CITY OF VAUGHAN<br><br>S/T SUBSECTION 44(1) OF THE LAND TITLES ACT, R.S.O. 1990 EXCEPT PARAGRAPHS 3 & 14 THEREOF. NOV. 21, 2000. THE FOLLOWING REMARK HAS BEEN ADDED ON 2008/05/13 AT 16:05 BY SHARON COLES
1615, 1625 and 1633 Franklin Street, Vancouver, BC	Legal Owner:<br><br>SST VI 1615 FRANKLIN ST, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 1615 FRANKLIN ST, LLC	PID: 031-060-668<br><br>LOT A BLOCK C DISTRICT LOT 183 GROUP 1 NEW WESTMINSTER DISTRICT PLAN EPP86314

PERMITTED ENCUMBRANCES

“Permitted Encumbrances” means, as of any particular time, any of the following encumbrances on any of the Properties:

(i) privileges or Liens for realty taxes (which term includes charges, levies, rates and assessments), utilities (including levies or imposts for sewers and other municipal utility services) and governmental charges not yet due or if due, the validity of which is being contested at the time in good faith by or on behalf of the applicable Borrower and/or Beneficial Owner, and adequate provisions or reserves are maintained in respect of such Taxes, utilities or governmental charges;

(ii) a lien resulting from any judgment or from proceedings instituted or rendered against the applicable Borrower and/or Beneficial Owner, or any claim, judgment, order tender or writ of execution filed against the applicable Borrower and/or Beneficial Owner, which is being contested by or on behalf of the applicable Borrower and/or Beneficial Owner at the time in good faith and: (a) security for such judgment or claim has been deposited with the Lender on terms and in form satisfactory to the Lender, acting reasonably; or (b) the Lender is of the opinion, acting reasonably, that such liens are not material; or (c) with respect to which a stay of execution is in effect;

(iii) unregistered, undetermined or inchoate Liens and charges incidental to construction, maintenance, use or operation, a claim or notice for which shall not at the time have been registered against the applicable Property and of which notice in writing shall not at the time have been

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given to the applicable Borrower and/or Beneficial Owner or the Lender pursuant to the Construction Act (Ontario) or the Builders Lien Act (British Columbia), as applicable;

(iv) permits, reservations, covenants, servitudes, watercourse, right of water, right of access or user licenses, easements, rights-of-way and rights in the nature of easements (including, without in any way limiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which in the opinion of the Lender, acting reasonably, will not in the aggregate materially and adversely impair the use of the land concerned for the purpose of which it is held or used by the applicable Borrower and/or Beneficial Owner or in respect to which the applicable Borrower and/or Beneficial Owner has made satisfactory arrangements for relocation so that such use will not in the aggregate be materially and adversely impaired or which are contemplated or provided for, and which the applicable Borrower and/or Beneficial Owner is bound to enter into pursuant to any agreement with a municipal or other Governmental Authority entered into in connection with the development or operation of the applicable Property;

(v) encroachments, title defects or irregularities which in the opinion of the Lender, acting reasonably, are of a minor nature and will not in the aggregate materially impair the use of the applicable Property concerned for the purpose for which it is held by the applicable Borrower and/or Beneficial Owner;

(vi) all rights reserved to or vested in any governmental body by the terms of any lease, license, franchise, grant or permit held by the applicable Borrower and/or Beneficial Owner or affecting the relevant Property or by any statutory provision to terminate any such lease, license, franchise, grant or permit or to require annual or periodic payments as a condition of the continuance thereof or to distrain against or to obtain a lien on any property or assets of the applicable Borrower and/or Beneficial Owner in the event of failure to make such annual or other periodic payments, so long as in each event such annual or other periodic payments are being made;

(vii) subdivision agreements, site plan control agreements, development agreements, servicing agreements and other similar agreements with municipal and other governmental authorities affecting the development, servicing or use of the applicable Property so long as same have been complied with;

(viii) facility cost sharing, servicing, reciprocal or other similar agreements which are necessary or of advantage to the use and/or operation of the applicable Property;

(ix) any subsisting restrictions, exceptions, reservations, limitations, provisos and conditions (including, without limitation, royalties, reservation of mines, mineral rights and timber rights, access to navigable waters and similar rights) expressed in any original grants or patents from the Crown and any statutory limitations, exceptions, reservations and qualifications;

(x) zoning, land use and building restrictions, restrictive covenants, by-laws, regulations and ordinances of federal, provincial, municipal or other governmental bodies or regulatory authorities, including municipal by-laws and regulations, airport zoning regulations, restrictive covenants and other land use limitations, public or private, by-laws and regulations and other restrictions as to the use of the applicable Property, which, in the opinion of the Lender, acting reasonably, do not materially and adversely interfere with the use of such Property affected for the purposes for which such Property is held or used by the applicable Borrower and/or Beneficial Owner;

(xi) liens created by the Security Documents;

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(xii) the leases in respect of each Property (and any notices or caveats in respect thereof); and

(xiv) those encumbrances registered on title to the Properties and listed in the applicable loan title insurance policy delivered to the Lender pursuant to this Commitment.

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SCHEDULE “B”

CONDITIONS PRECEDENT

INITIAL ADVANCE OF THE LOAN

DISBURSEMENT OF FUNDS:

The following conditions precedent must be satisfied or waived by the Lender prior to the Initial Advance under the Loan. Notwithstanding the discretion of the Lender to waive any condition, in its sole and absolute discretion, the responsibility, cost, expense or deliverables noted in these conditions precedent, or in the Commitment Letter generally, shall be the sole responsibility of the Borrowers, Beneficial Owners and/or Indemnitor, including without limitation any third-party fee, cost or expense.

REQUEST FOR ADVANCE

No later than five (5) Business Days prior to the intended Initial Advance date, the Lender must be in receipt of a written draw request, substantially in the form “Request for Advance” attached hereto as Schedule “K”.

CREDIT AND FINANCIAL INFORMATION:

The Lender must be in receipt of satisfactory credit information, reports and financial statements, prepared in accordance with International Financial Reporting Standards (IFRS), Canadian Accounting Standards for Private Enterprises, or U.S. GAAP, whichever standard is applicable, relative to the Borrowers, Beneficial Owners and Indemnitor. The Borrowers, Beneficial Owners and Indemnitor hereby consent to the Lender commissioning and receiving credit reports on the Borrowers, Beneficial Owners, Indemnitor and major shareholders of the Borrowers, Beneficial Owners and Indemnitor.

The Borrowers, Beneficial Owners and Indemnitor acknowledge that all personal and financial information has been, or will be, provided to the Lender for the purpose of assessing credit risks associated with the Loan and that the Lender may, in order to fulfill its obligations or enforce its rights (including, without limitation, the enforcement of its security), confidentially disclose all such personal and financial information to third parties (including, without limitation, credit rating agencies) in the ordinary course of business.

The Borrowers, Beneficial Owners and Indemnitor agree to have the attached Pre-Authorized Banking Form (Schedule “H”), Contact Information Form (Schedule “I”), and Identification Verification Form provided by the Lender to the Borrower, completed and returned to the Servicer and the Lender’s solicitors a minimum of seventy-two (72) hours prior to the scheduled release of funds.

APPRAISAL:

The Lender must be in receipt of a satisfactory appraisal report on the Properties from an independent, AACI certified appraiser acceptable to the Lender, establishing a minimum market value for mortgage purposes of $257,100,000. The mortgage to value ratio must not exceed 64%. Should the appraisal not confirm this value satisfactorily to the Lender, the Loan amount shall be reduced accordingly or, at the option of the Lender, the Loan may be cancelled. The appraisal must authorize, or be accompanied by a reliance letter that authorizes, the Lender and the Servicer to utilize and rely on the appraisal for financing purposes in a form approved by the Lender or its solicitors.

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ENVIRONMENTAL SITE ASSESSMENT REPORT:

The Lender must be in receipt of a satisfactory Phase I environmental report(s) or audit(s) on each Property prepared by an environmental consultant satisfactory to the Lender (the “Consultant”). The Consultant must have a minimum of $5 million liability insurance coverage and $5 million E & O insurance coverage. The report(s) must be acceptable to the Lender and state that it “has been completed in accordance with the applicable provincial legislation governing environmental reports or site profiles.” If a Phase II environmental report is recommended, then the Borrowers and the Lender shall confer with the Consultant to determine the reasonable scope for the Phase II environmental report and, if practicable, provide the Consultant with express instructions to conduct such investigations as shall be required to permit the Consultant to issue the Phase II environmental report. Notwithstanding the foregoing, all environmental site assessment (“ESA”) reports must conform to the Canadian Standards Association. If the contemplated use of a certain Property located in the Province of Ontario is a change from the current use, the Lender requires that any ESA report be completed by a Qualified Person (as defined in Ontario Regulation 153/04, as amended by O.R. 511/09 (the “Ontario Regulations”)) and be completed in accordance with the requirements of the Ontario Regulations. In addition, the Lender requires that the Borrowers provides it with a draft of the required Record of Site Condition and that such proposed Record of Site Condition be acceptable to the Lender. If the contemplated use of a certain Property located in the Province of British Columbia is a change from the current use such that a site disclosure statement (“SDS”) is required under the British Columbia Environmental Management Act and Contaminated Sites Regulation, the Lender requires that a preliminary site investigation be completed within one (1) year following submission of the SDS to the British Columbia Ministry of Environment and Parks, and be completed in accordance with the requirements of the Environmental Management Act and the Contaminated Sites Regulation enacted thereunder. In addition, the Lender requires that the Borrowers provide it with a draft of the required SDS and preliminary site investigation and that such proposed SDS be acceptable to the Lender. The report(s) must authorize, or be accompanied by a reliance letter that authorizes, the Lender and the Servicer to utilize and rely on the report(s) for financing purposes in a form acceptable to the Lender.

The Mortgage shall contain Schedule “C” as attached wherein the Borrowers, Beneficial Owners and Indemnitor covenant and agree that to the best of their knowledge, there has not been and there are not currently and there will not in the future be any hazardous materials on the Properties, other than as utilized in the operations of the Properties in the normal course, and then, in compliance with applicable laws.

ENGINEERING REPORT:

The Lender must be in receipt of a satisfactory engineering report, from an independent engineering firm acceptable to the Lender, confirming the structural integrity of the building, the roof system therein and of all operating systems. The report shall further detail any deficiencies, recommend a repair schedule and provide cost estimates to remedy the identified deficiencies. The report must also verify that the building complies with the appropriate provincial and municipal regulations. The report must authorize, or be accompanied by a reliance letter that authorizes, the Lender and the Servicer to utilize and rely on the report for financing purposes in a form acceptable to the Lender.

CERTIFIED RENT ROLL:

The Lender must be in receipt of an up to date rent roll in respect of each of the Properties certified by a senior office of the Borrower as to its accuracy.

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FINANCIAL STATEMENTS:

Satisfactory review by the Lender of the Beneficial Owners’ and Indemnitor’s financial statements for the period ending no more than twelve (12) months prior to funding.

OPERATING STATEMENTS AND BUDGET:

The Lender must be in receipt of satisfactory current operating statements and budget for the Properties.

CLEAR TITLE:

The Lender must be in receipt of confirmation from the Lender’s solicitors that title to each Property is acceptable, free and clear of any encumbrances, other than Permitted Encumbrances.

TITLE INSURANCE:

A lender policy of title insurance in form and substance acceptable to the Lender, acting reasonably, and as customarily issued in the market in respect of similar type financing transactions.

BUILDING PLANS AND SPECIFICATIONS:

The Lender must be in receipt of copies of all building plans stamped by the appropriate city or municipal authority, development permits, building permits and other approvals as may be required by the Lender, acting reasonably, evidencing that each Property conforms with applicable zoning, bylaws and other governing legislation. Alternatively, the Lender’s title insurance policy shall contain a satisfactory zoning endorsement.

SURVEY:

The Lender and its solicitors must be in satisfactory receipt of all current survey certificates or real property reports for each of the Properties in each instance prepared by a land surveyor licensed in the jurisdiction where the Properties are located.

Each certificate or report must be satisfactory to the Lender in all respects and without limiting the generality of the foregoing must certify:

the boundaries and dimensions of each parcel described therein;
the location of all improvements on each parcel described therein;
the names and municipal block numbers of adjacent streets;
the location of all registered easements and rights-of-way on each parcel described therein;
that all improvements presently constructed on, over, under or above each parcel described therein are located within the boundaries of that parcel, comply with appropriate set-backs and do not encroach on, over, under or above any easement or adjacent land; and
that the improvements forming part of any land which is contiguous to each parcel described therein are located within its boundaries and do not encroach in, on, over or under any boundary of that parcel.

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If a survey certificate states that it was prepared for the exclusive use of the Borrowers or any other party, a letter of transmittal shall be provided to the Lender by the land surveyor, confirming that the Lender and the Servicer may rely on the survey certificate for mortgage lending purposes in a form acceptable to the Lender.

INSURANCE:

The Lender and its solicitors must receive satisfactory insurance, as determined by the Lender and its consultants. Please see attached Schedule “G” for insurance requirements.

Upon acceptance of this Commitment Letter, evidence of insurance must be forwarded to the Lender’s insurance consultants, as the Lender directs, for their review and recommendation.

FIRE CODE COMPLIANCE:

The Lender and its solicitors must receive satisfactory assurance that each of the Properties comply with all current fire code and related safety requirements. Any exceptions shall be subject to review and approval by the Lender prior to funding and subject to:

sufficient funds being withheld to cover 150% (the “Holdback”) of the estimated cost to achieve compliance. Such funds shall be held in a separate account assigned to the Lender pursuant to an assignment and pledge agreement;
specific items of non-compliance being approved in writing by the appropriate fire marshal’s office;
the fire insurance carrier for the Properties acknowledging and confirming that the non-compliance does not, in any way, affect the Borrowers’ obligation(s) under the policies in which the Lender is named as loss payee; and
if the Borrowers do not rectify items of non-compliance within thirty (30) days, the Servicer being able to complete the repairs at the cost and risk of the Borrowers including using the proceeds from the Holdback.
ZONING BY-LAW & TITLE:

All zoning by-laws and restrictive covenants applicable to the Properties must be complied with.

All Security Documents must be executed, delivered and registered (as applicable) and the Lender must be in receipt of a satisfactory report on registration of the Security Documents, together with the Lender’s solicitors’ confirmation that no adverse findings concerning the Borrowers, Beneficial Owners or Indemnitor in any department or agency of government which, in the Lender’s solicitors’ opinion, could affect the security or priority of the Mortgage.

MATERIAL ADVERSE EFFECT:

It is a condition for the Initial Advance that in the Lender’s opinion, acting reasonably, that there has been no Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES:

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All of the representations and warranties of the Borrowers, Beneficial Owners and Indemnitor contained in this Commitment Letter and the other Security Documents shall be true and correct in all material respects on the date of the Initial Advance under the Loan as if made on and as of such date.

NO EVENT OF DEFAULT:

No Event of Default shall have occurred and be continuing on the date of the Initial Advance under the Loan.

DUE DILIGENCE:

The Lender shall have completed and shall be satisfied with, in its sole and absolute discretion, all of its due diligence reviews in respect of the Borrowers, Beneficial Owners, Indemnitor, and the Properties (including the ownership thereof).

OTHER INFORMATION:

The Borrowers, Beneficial Owners and Indemnitor shall provide the Lender with such other information, certificate or Security Documents as the Lender may reasonably request, including but not limited to such other documents and certificates containing such assurances, information and covenants with regard to any one or more of the Borrowers, Beneficial Owners, Indemnitor, or the Properties.

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Exhibit 10.1

PART II.

The Borrowers shall, subject to this Agreement, be eligible for the Earnout Advance upon:

the Properties, on a consolidated basis, achieving 2 consecutive fiscal quarters with a weighted average occupancy of no less than 90% as determined by the Lender; and
the Properties, on a consolidated basis, achieving 2 consecutive fiscal quarters where the Total Property Debt Service Coverage Ratio is not less than 1:20:1:00, as determined by the Lender.
the Properties, on a consolidated basis, achieving a loan to value (based on updated appraisals in respect of the Properties) based on the Aggregate Credit Facility of no more than 65%.

For the purposes of this schedule, the following terms are used with their corresponding defined meanings:

“Property Net Operating Income” means, with respect to any Property, determined for any period on an aggregate basis, for any period, actual total revenue generated by such Property (but excluding asset management fees and straight-line rent accruals) during such period less operating expenses incurred for such Property (for greater certainty excluding depreciation and capital expenditures) for the same period.

“Total Property Debt Service Coverage Ratio” means, for any trailing 12 month period, the ratio obtained by dividing (a) Property Net Operating Income from all of the Properties for such 12 month period by (b) scheduled notional interest and principal payments (based on the then current Government of Canda 5 year bond rate plus 250 bps and a 30 year amortization) due in respect of the Aggregate Credit Facility secured by the Borrowers’ interest in the Properties, payable during such 12 month period, such calculation to be satisfactory to the Lender.

REQUIRED DOCUMENTATION:

No later than five (5) Business Days prior to the intended Earnout Advance date, the Lender must be in receipt of a written draw request, substantially in the form “Request for Advance” attached hereto as Schedule “K”.

OTHER REQUIREMENTS:

There shall have not occurred any Event of Default or an event that but for the giving of notice or the elapse of any applicable time period is reasonably likely to become an Event of Default, as determined by the Lender;
Confirmation has been provided to the satisfaction of the Lender in its sole and absolute discretion that there shall not have been registered any liens, including without limitation any liens for work performed on the Properties;
Title searches shall be conducted at the Borrowers’ expense by the Lender’s solicitors which searches must be acceptable to the Lender and shall not disclose any material new registrations;
All outstanding taxes, assessments and other sums, charged or levied against the Properties shall be paid by the Borrowers when due. The Servicer shall be at liberty to deduct such amounts from any advances made; and
In the Lender’s sole opinion the financial position of the Borrowers, Beneficial Owners, Indemnitor, and/or the Project given as security, and the Borrowers’, Beneficial Owners’ and Indemnitor’s representations and warranties, shall not have suffered any adverse material change or have been show to be incorrect; nor shall there be any action, suits, or pending proceedings against the Borrowers, Beneficial Owners, Indemnitor or Properties of which the Borrowers have knowledge; and that no event shall have occurred, which materially and adversely affects the whole or part of the value of the Properties or the financial position of the Borrowers, Beneficial Owners and/or Indemnitor.

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Exhibit 10.1

SCHEDULE “C”

RePRESENTATIONS, WARRANTIES and Covenants

The representations, warranties and covenants contained in this schedule shall be in addition to, and not in substation for any representation, warranty or covenant of any party in the Commitment Letter.

DEFINITIONS:

For the purposes of this schedule, or as otherwise noted in the environmental report(s) provided to the Lender, the following terms are used with their corresponding defined meanings:

“Environmental Activity” means any activity, event or circumstance in respect of a Hazardous Substance including its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation or its Release into the natural environment including movement through or in the air, soil, subsoil, surface water or groundwater.
“Environmental Laws” means all applicable federal, provincial, regional, state, municipal or local laws, common law, statutes, regulations, ordinances, codes, rules, guidelines, requirements, certificates of approval, licences or permits relating to a Hazardous Substance or any Environmental Activity, including without limitation (and in addition to any such laws relating to the environment generally) any such laws relating to public health, occupational health and safety, product liability or transportation.
“Hazardous Substance” means any substance, combination of substances or by-product of any substance which is or may become hazardous, toxic, injurious or dangerous to any person, property, air, land, water, flora, fauna or wildlife; and includes but is not limited to contaminants, pollutants, wastes and dangerous, toxic, deleterious or designated substances as defined in or pursuant to any Environmental Laws.
“Release” means the method by which a Hazardous Substance comes to be in the environment at large and includes discharging, spraying, injection, abandonment, depositing, spilling, leaking, seeping, pouring, emitting, emptying, throwing, dumping, placing and exhausting, and when used as a noun has a correlative meaning.
REPRESENTATIONS AND WARRANTIES:

Each of the Borrowers, Beneficial Owners and Indemnitor represents and warrants that:

Right to Encumber - Each of the Borrowers and each of the Beneficial Owners has the right, full power and lawful authority to grant, assign, transfer, mortgage and charge such Property as provided in and by this Commitment Letter.

Each of the Borrowers has good legal title and each of its corresponding Beneficial Owners has good beneficial title to its respective Property in Schedule “A”, subject to the Permitted Encumbrances.

Permitted Encumbrances - Each Property is free and clear of any claims including any mortgages, charges, pledges, liens, privileges, security interests or other encumbrances of
any nature, except the Permitted Encumbrances. The Permitted Encumbrances do not materially interfere with any of the value, use, enjoyment and operation of the Properties.
Due Organization and Qualification - Each of the Borrowers, Beneficial Owners and Indemnitor, is:
duly incorporated or otherwise formed, organized and validly existing under the laws of their jurisdictions of incorporation, formation or organization; and
duly qualified to conduct business in all jurisdictions in which their businesses are conducted and shall become duly qualified to conduct business in all jurisdictions into which their businesses expand.
Due Authorization, No Conflict and Enforceability - The execution, delivery and performance of all obligations of the Borrowers, Beneficial Owners and Indemnitor under this Commitment Letter and all other documents and Security Documents, are within the Borrowers’, Beneficial Owners’ and Indemnitor’s powers, have been duly authorized and are not in conflict with the Borrowers’, Beneficial Owners’ and Indemnitor’s organizational documents or bylaws, nor shall they constitute an event of default under any agreement by which the Borrowers, Beneficial Owners and/or Indemnitor are bound. This Commitment Letter and all the other documents and Security Documents constitute valid and binding obligations of the Borrowers, Beneficial Owners and Indemnitor, enforceable in accordance with their terms, subject to such standard qualifications customarily accepted in respect of similar financings and Security Documents.
Compliance with Laws and Regulations – To their knowledge, the Borrowers, Beneficial Owners and Indemnitor are in material compliance with all statutes, laws, rules, regulations, ordinances, orders and directives applicable to them and the conduct of their businesses, including without limitation, all Environmental Laws.
Litigation, Tax Claims, etc. - There is no litigation, tax claim, proceeding or dispute pending or threatened or affecting the Borrowers, Beneficial Owners and/or Indemnitor, except as disclosed in writing to the Lender prior to the date hereof, and the execution and delivery by the Borrowers, Beneficial Owners and Indemnitor of, and performance by the Borrowers, Beneficial Owners and Indemnitor of all obligations under, the Commitment Letter, any documents and Security Documents, are not, to their knowledge, in conflict with any statute, law, rule, regulation, ordinance, order or directive, or in conflict with any agreement or undertaking, to which the Borrowers, Beneficial Owners and/or Indemnitor are parties or by which the Borrowers, Beneficial Owners and/or Indemnitor may be bound or affected.
Non-Resident - Each of the Borrowers is a non-resident of Canada for the purposes of Section 116 of the Income Tax Act (Canada). Each of the Beneficial Owners is a non-resident of Canada for the purposes of Section 116 of the Income Tax Act (Canada) and agrees to provide to the Lender (or any receiver or receiver and manager appointed by the Lender from time to time) as soon as possible upon request all information requested by the Lender or such receiver or receiver and manager with respect to the adjusted cost base and undepreciated capital cost of the Properties and all other information as may be required by the Lender or such receiver or receiver and manager in connection with an application for a Form T2064 or other similar certificate from Canada Revenue Agency or other applicable tax authority as may be required or desirable by the Lender in connection

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with any sale of a Property (a "116 Certificate"). Each of the Borrowers and Beneficial Owners hereby grants to the Lender, with full power of substitution, an irrevocable power of attorney, and coupled with an interest, for the purpose of applying for and obtaining a 116 Certificate.
Financial Statements - All the Borrowers’, Beneficial Owners’ and Indemnitor’s financial statements that have been delivered to the Lender fairly and accurately reflect the Borrowers’, Beneficial Owners’ and Indemnitor’s financial condition, as the case may be, as of the date of their submission to the Lender, and, since that date, there has been no material adverse change in the Borrowers’, Beneficial Owners’ or Indemnitor’s financial condition or business.
No Orders, Notices, etc. – Save and except as previously disclosed by the Borrower to the Lender, in writing, are no outstanding orders, notices or similar requirements relating to any Property issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority, and there are no matters under discussion with any such authorities relating to orders, notices or similar requirements.
Environmental - Except as disclosed herein:
the Properties and the activities and operations of the Borrowers, and to the Borrowers’, Beneficial Owners’ and Indemnitor’s knowledge, those of any owner, lessee, licensee or other occupant comply in all material respects with all Environmental Laws, and are not subject to any existing judicial, governmental, regulatory or other investigations, proceedings, inquiries or notices, and neither has the Borrowers, nor any present lessee, licensee or other occupant of any Property or any part thereof, or any person having the charge, management or control thereof, filed any notice or report pursuant to any Environmental Laws in connection with such Property;
the Borrowers, Beneficial Owners and Indemnitor have no knowledge of any Environmental Activity in respect of the Release of any Hazardous Substance at, upon, under, over, within or with respect to the Properties or any contiguous real or immovable property to or from which the Release of a Hazardous Substance could reasonably be anticipated, other than in the normal course of operations thereon, and then, in compliance with Environmental Laws;
neither the Borrowers nor any other party has been, or is, involved in any operations at, or with respect to the Properties in contravention of Environmental Laws which could lead to the imposition of liability on the Borrowers, Beneficial Owners or on any subsequent or former owner or occupier or person who has or will have the charge, management or control of any Property, or the creation of an encumbrance or charge on any Property under any Environmental Laws; and
no underground storage tanks or surface impoundments or equipment containing, or that have contained PCBs or related chemical substances, are located on or under any Property.

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COVENANTS:

Until such time as the Loan has been terminated and all obligations of the Borrowers under this Commitment Letter and under each of the other documents and Security Documents have been irrevocably paid and performed in full, each of the Borrowers, Beneficial Owners and Indemnitor covenants and agrees as follows:

Permitted Encumbrances - The Borrowers and Beneficial Owners shall not without the prior consent of the Lender in writing create, incur, assume, or permit any encumbrance, mortgage, deed of trust, pledge, lien, security interest, assignment or charge (including without limitation, any conditional sale or other title retention agreement) of any nature, upon any Property or any other real or personal property now owned or hereafter acquired, including without limitation, leases and the income derived therefrom, other than Permitted Encumbrances.
Transfer or Sale – So long as the Loan and all obligations of the Borrowers under this Commitment Letter and the Security Documents remain outstanding, it shall not sell, convey, transfer or enter into an agreement for the sale or transfer of legal or beneficial title of any Property to a purchaser or transferee not approved of in writing by the Lender, which consent may be withheld in the Lender’s sole and absolute discretion.
Corporate Existence - The Borrowers, the Beneficial Owners and Indemnitor shall maintain in full force and effect their corporate existence and good standing in their jurisdictions of incorporation and good standing in each other jurisdiction where they carry on business.
Compliance with Laws, Regulations and Environmental Requirements - The Borrowers, Beneficial Owners and Indemnitor shall comply with all statutes, laws, rules, regulations, ordinances, orders or directives applicable to the Borrowers, Beneficial Owners and/or Indemnitor, the collateral and the conduct of the Borrowers, Beneficial Owners and/or Indemnitor businesses, including without limitation, any Environmental Laws and shall obtain and maintain all licences, approvals and agreements required for the Borrowers, Beneficial Owners and/or Indemnitor to carry on their businesses. The Borrowers, Beneficial Owners and/or Indemnitor shall not carry on any activity contrary to any Environmental Laws or cause or permit any Hazardous Substance to be stored in or to be present in any form in or under any Property contrary to any Environmental Laws.
Payment of Taxes - Each of the Borrowers, Beneficial Owners and Indemnitor shall promptly pay and discharge, when due, all taxes charged to or payable by it and all obligations which may result in liens (other than as permitted hereunder) on its properties or assets unless the relevant tax or obligation is being actively and diligently contested in good faith by appropriate proceedings and is adequately reserved in the financial statements disclosed to the Lender. The Borrowers, Beneficial Owners and Indemnitor shall notify the Lender of each contest promptly upon forming the intention to contest the relevant payment, tax or obligation.
Access/Inspection - The Borrowers shall permit the Lender or its representatives, from time to time, to visit and inspect the Properties and related assets and examine and obtain copies of the Borrowers’ records, and discuss the Borrowers’ affairs with the auditors, counsel and other professional advisers of the Borrowers.

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Notice of Litigation, Disputes, Defaults, etc. - Each of the Borrowers and Beneficial Owners shall promptly give written notice to the Lender of:
any litigation or administrative or regulatory proceeding affecting it where the amount of the claim is $500,000.00 or more, or where the granting of the requested relief would have a material adverse effect on its financial condition or business;
any substantial dispute between it and any governmental or regulatory authority;
any Event of Default; and
any other matter that has resulted or may result in a Material Adverse Effect.
Additional Covenants - The Borrowers and Beneficial Owners shall not:
engage in business other than of the same general type as now conducted by it;
become indebted for money (except in the ordinary course of business (including in respect of any unsecured inter-company loans advanced to a Beneficial Owner by an affiliate and utilized in the operation and maintenance of the applicable Property), or become liable as a guarantor, surety or accommodation party or otherwise for the debt of any other person;
convey, sell, transfer, lease or otherwise dispose of any assets except for fair consideration in the ordinary course of business, or where such assets are obsolete;
amalgamate, merge or consolidate with or into any other person, whether or not the Borrowers would be the surviving entity, continue its existence under the laws of any other jurisdiction, or consent to the transfer of any shares, issuance of shares or other transactions which results in any change of control of any of them;
use the proceeds of the Loan, or any portion thereof, for any purpose other than as set out herein;
make or incur any loan, advance or investment to or in any other person except: (A) in the ordinary course of business, and (B) unsecured inter-company loans advanced to a Beneficial Owner by an affiliate and utilized in the operation and maintenance of the applicable Property;
upon the occurrence of an Event of Default that is continuing, pay any dividends or make any other distributions or payment on account of or in redemption, retirement or purchase of any capital stock; or
enter into, or continue, any transaction with any person under the control of the Borrowers, in control of the Borrowers, or under common control with the Borrowers, except upon arm’s length terms that are no less favorable to the Borrowers than could be obtained from an unrelated third party.

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INDEMNITY:

Each of the Borrowers, Beneficial Owners and Indemnitor hereby:

indemnifies the Lender and the Servicer, inclusive of their officers, directors employees, agents and shareholders, and of all unitholders of any pooled funds under their management, and agrees to hold each of them harmless from and against any and all losses liabilities, damages, costs, expenses and claims of any and every kind whatsoever, hereinafter “claim”, which at any time or from time to time may be paid, incurred or asserted against any of them for, with respect to, or as a result of, the presence on or under, or the Release from, any Property or into any land, the atmosphere, or any watercourse, body of water or wetland, of any Hazardous Substance where it has been proven that the source of the Hazardous Substance is such Property, including, without limitation:
the costs of defending, claiming and/or counter-claiming against third parties in respect of any claim; and
any cost, liability or damage arising out of a settlement of any claim entered into by the Lender or the Servicer;
agrees that the provisions of any undertakings and indemnification set out in this schedule shall survive the satisfaction and release of the Security Documents and payment and satisfaction of the Loan and liability of the Borrowers and Beneficial Owners and Indemnitor to the Lender pursuant to this Commitment Letter; and
agrees that the indemnity contained herein in favour of the Lender and Servicer shall enure to the benefit of the Lender’s and Servicer’s successors and permitted assignees of the Loan.

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Exhibit 10.1

SCHEDULE “D”

[Intentionally Deleted]

Exhibit 10.1

SCHEDULE “E” SYNDICATION

We reserve the right, prior to and after the execution of definitive documentation, to syndicate this Loan (for the purposes of this schedule, “you”) to a group of lenders identified by us (being the “Proposed Lenders”, and the Lender together with [[*] (the “Arranger”)], the “Commitment Parties” or “we” or “us”).]

You agree, prior to the earlier of:

termination by the Arranger of this Loan;
the date on which a Successful Syndication (as defined in a fee letter in respect of the syndication of this Loan, being the “Fee Letter”) is achieved; and
[the later of [DATE] and [NUMBER] days following [*] (the “Closing Date”)],

to actively assist the Commitment Parties in completing a syndication reasonably satisfactory to you and the Commitment Parties.

Such assistance shall include:

your using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships;
direct contact between your senior management and advisors and the Proposed Lenders at times and locations reasonably acceptable to you;
to the extent requested by the Arranger, your preparing and providing to the Commitment Parties all information with respect to you and your subsidiaries, including all financial information as the Commitment Parties may reasonably request in connection with the arrangement and syndication of this Loan and your assistance in the preparation of one or more confidential information memoranda (each, a “Confidential Information Memorandum”) and other marketing materials to be used in connection with the syndication (all such information, memoranda and materials, “Information Materials”);
your hosting, with the Commitment Parties, of one or more meetings of Proposed Lenders at times and locations to be mutually agreed;
ensuring that neither you or any of your subsidiaries shall syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt of you or any of your subsidiaries (other than this Loan), including any renewal or refinancing of any existing debt, in each case to the extent any such syndication, issuance, announcement or authorization could reasonably be expected to impair the syndication of this Loan, without the prior written consent of the Arranger; and
[your ensuring that the Arranger shall be afforded a period of at least [NUMBER] consecutive Business Days prior to the Closing Date and after delivery of any Information Materials to syndicate this Loan.] [You further agree that any references to the Arranger or any of its affiliates made by you or your affiliates in advertisements
or other marketing materials shall be subject to the prior written approval of the Arranger, which approval shall not be unreasonably withheld or delayed.]

[Without limiting your obligations to assist with syndication efforts as set forth herein, we agree that the Lender shall not be released from its several commitments hereunder in connection with any such syndication or assignment to any Proposed Lender unless:

any such Proposed Lender has entered into an amendment or joinder with respect to this Commitment Letter committing to provide a portion of this Loan (in which case the Lender’s several commitments hereunder shall be reduced ratably at such time by an amount equal to the commitment assumed by such Proposed Lender); or
such Proposed Lender shall have entered into the applicable Security Documents and funded the portion of this Loan required to be funded by it on the Closing Date. [For the avoidance of doubt, any reduction in the commitments of the Lender hereunder shall be applied rateably to all the Lender’s commitments in respect of this Loan.]

It is understood and agreed that the Arranger shall manage all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when commitments will be accepted, which institutions will participate, any naming or title rights, the allocation of the commitments among the Proposed Lenders and the amount and distribution of fees among the Proposed Lenders. You hereby acknowledge that the Arranger shall have no responsibility other than to arrange the syndication as set forth herein and in no event shall the Commitment Parties be subject to any fiduciary or other implied duties, or any liability whatsoever.

If requested by the Commitment Parties, you agree to assist in the preparation of a version of each Confidential Information Memorandum or other Information Materials (a “Public Version”) consisting exclusively of information with respect to you and your subsidiaries that is either publicly available or not material with respect to you and your subsidiaries, and any of your respective securities for purposes of applicable securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or your subsidiaries or representatives and conspicuously marked “Public” (collectively, the “Public Information”), may be distributed by us to Proposed Lenders who have advised us that they wish to receive only Non-MNPI (such lenders, “Public Lenders”, all other Proposed Lenders, “Private Lenders”), and you shall be deemed to have authorized the Public Lenders to treat such Public Versions as containing Non-MNPI. You acknowledge and agree that, in addition to Public Information and unless you promptly notify us otherwise: (a) drafts and final definitive documentation with respect to this Loan; (b) administrative materials prepared by the Commitment Parties for Proposed Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notifications of changes in the terms of this Loan may be distributed to Public Lenders. [If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Arranger shall not distribute such materials to Public Lenders.]

In connection with our distribution to Proposed Lenders of any Confidential Information Memorandum and, upon our request, any other Information Materials, you shall execute and deliver to us a customary authorization letter authorizing such distribution and, in the case of any Public Versions thereof, representing that it only contains Non-MNPI. Each Confidential Information Memorandum shall be accompanied by a disclaimer exculpating you and us with respect to any use thereof and of any related Information Materials by the recipients thereof.

[You shall be solely responsible for the contents of the Information Materials and all other information, documentation or other materials delivered to us in connection therewith and you

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acknowledge that we shall be using and relying upon such information without independent verification thereof.]

Notwithstanding anything to the contrary in this Commitment Letter (including this Schedule “E” ), the Fee Letter, the Security Documents or otherwise, in no event shall the Lender be entitled to assign, sell, syndicate, finance, collateralize, securitize, or transfer all or any portion of the Loan, the Security Documents and all other security therefor, to any person or entity that either directly or indirectly, holds an equity interest in, or operates, a direct competing self-storage business.

Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or otherwise, neither the commitments hereunder nor the completion of the syndication of this Loan shall constitute a condition to the Closing Date.

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Exhibit 10.1

SCHEDULE “F”

CorPORATE CHART

[TO BE INSERTED]

Exhibit 10.1

SCHEDULE “G”

Insurance Requirements

HAZARD INSURANCE I

PERMANENT STRUCTURES

It is clearly understood and agreed that the insurance requirements contained herein shall be a minimum guide and, although they must be adhered to throughout the life of the Loan, they in no way represent the Lender’s opinion or advice as to the full scope of insurance coverage a prudent borrower would arrange to adequately protect its interest.

If the Borrowers fail to take out, keep in force or provide the Lender with evidence of such minimum insurance as is required hereunder, then the Lender may, but shall not be obligated to, take out and keep in force such insurance for the benefit of the Lender, at the immediate sole cost and expense of the Borrowers.

GENERAL CONDITIONS:
All insurance policies shall be in a form and with insurers reasonably acceptable to the Lender. Deductibles, where used, shall be allowed only as they may be reasonably acceptable to the Lender.
The Borrowers shall provide the Lender with satisfactory evidence that the required insurances are in place.
The Lender retains the right to update and change the requirements at any time during the term of the Loan.
The applicable Borrowers and Beneficial Owners shall be a named insured on all policies.
All losses under the property, equipment breakdown and rental income insurance shall be payable to the Lender as first mortgagee and loss payee and the policies shall include an Insurance Bureau of Canada Standard Mortgage Clause.
If there is currently a first mortgagee on the property, then the Lender shall show as mortgagee and loss payee as their interest may appear, until the insurer has received a release of interest from the prior lender at which time the policies shall be endorsed to show the Lender as first mortgagee and loss payee.
The policy shall contain a clause that the Insurer shall neither terminate nor alter the policy to the prejudice of the Lender except by registered letter to the Lender giving notification of at least thirty (30) days. The Borrowers shall replace any terminated policy providing similar coverage with no cessation in coverage.
PROPERTY INSURANCE:

The Borrowers shall insure and keep insured the improvements and all insurable property forming part of each Property, in an amount not less than the replacement cost thereof:

on a broad form/all risk basis, including, without limitation,:
flood;
earthquake;
sewer backup; and
blanket building by-laws.
subject to a stated amount co-insurance clause or no co-insurance requirement; and
coverage shall be subject to a replacement cost endorsement with no requirement to replace on the same or an adjacent site.
EQUIPMENT BREAKDOWN INSURANCE (BOILER AND MACHINERY):

The Borrowers shall also maintain equipment breakdown insurance with a limit of loss equal to that insured under Section 2, to cover all building equipment and machinery (and production machinery, if applicable) for explosion, electrical loss or damage and mechanical breakdown and including repair & replacement and by-laws.

BUSINESS INTERRUPTION INSURANCE:

The Borrowers shall effect and maintain business interruption insurance on the profits or gross rents form for 100% of the annual rents as detailed in the rent roll for a minimum period of twenty-four (24) months or such greater period as the Lender may require. This insurance shall apply to both the property and boiler coverages.

LIABILITY INSURANCE:

The Borrowers shall effect and maintain public liability insurance in an amount of not less than $5,000,000.00 on either a comprehensive general liability or commercial general liability form. The Lender shall be added as an additional insured to the liability insurance.

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Exhibit 10.1

SCHEDULE “H” Payor’s Authorization forM

Pre-Authorized Debits for Business (PAD)

Mortgage No.: __ MERGEFIELD Loan «Loan»____________

This Authorization is dated for reference the day of , 20 .

British Columbia Investment Management Corporation (the “Payee”)

Suite 330 – 1515 Douglas St

Victoria BC, V8W 2G4 Tel: (778) 401-5900 Fax: (778) 401-0434

E-mail: Mortgage.Service@quadreal.com

Payor’s Name and Address – please print or type In this Agreement, “we”, “us” and “our” refer to the Payor and its successors and permitted assigns.

We warrant and represent that the following information is true and accurate.

Company Name (the “Payor”):
Address:
City & Province:
Postal Code:
Telephone:
Fax:
Mortgaged Property:

The account that the Payee is authorized to draw upon is indicated below. We have attached to this Payor authorization (the “Authorization”) a specimen cheque for this account marked “VOID”. We will inform the Payee of any change in the information provided in this section of the Authorization prior to the next due date of the Pre-authorized Debit (“PAD”), as defined in Canadian Payments Association (“CPA”) Rule H1.

Payor’s Financial Institution (the “Processing Member”):
Address:
City & Province:
Postal Code:
Accountholder Name (if different than Payor):
Bank Transit & Account Number:

We acknowledge that the Authorization is provided for the benefit of the Payee and the Processing Member and is provided in consideration of the Processing Member agreeing to process debits against our account, as listed above (the “Account”), in accordance with the Rules of the CPA.
We warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this Agreement.
We hereby authorize the Payee to issue a PAD drawn on the Account for the purpose of effecting payments and fees for the loan transaction herein described.
We may cancel the Authorization at any time upon written notice being provided by us, with proper authorization to verify the identity of the Payor, within 30 days before the next PAD is to be issued. We acknowledge that, in order to revoke the Authorization, we must provide written notice of revocation to the Payee. A sample cancellation form, or further information on our right to cancel a PAD Agreement may be obtained at our financial institution or by visiting www.cdnpay.ca.

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We acknowledge that revocation of the Authorization does not terminate the loan transaction herein described, or relieve us of our obligation to pay all amounts owing to the Payee by a method of payment that is satisfactory to the Payee. We acknowledge that the Authorization applies only to the method of payment and does not otherwise affect our contractual payment obligations.
We acknowledge that the provision and delivery of the Authorization to the Payee constitutes delivery by us to the Processing Member. Any delivery of the Authorization to the Payee constitutes delivery by us.
We authorize the Payee to debit the Account for any and all payments and fees due from time to time under the loan transaction herein described when each such payment and/or fee is due.
We acknowledge that the Processing Member is not required to verify that a PAD has been issued in accordance with the particulars of the Authorization including, but not limited to, the amount, or that any purpose of payment for which the PAD was issued has been fulfilled by the Payee as a condition to honouring a PAD issued or caused to be issued by the Payee on the Account.
We may dispute a PAD only if: (i) the PAD was not drawn in accordance with this Authorization; or (ii) the Authorization was revoked. We acknowledge that in order to be reimbursed, a declaration to the effect that either (i) or (ii) above took place, must be completed and presented to the Processing Member holding the Account up to and including ten (10) business days after the date on which the PAD in dispute was posted to the Account. We acknowledge that when disputing any PAD beyond the time allowed in this section, it is a matter to be resolved solely between us and the Payee.

We have certain recourse rights if any debit does not comply with this agreement. For example, we have the right to receive reimbursement for any debit that is not authorized or is not consistent with the PAD Agreement. To obtain more information on our recourse rights, contact our financial institution or visit www.cdnpay.ca.

We agree that the information contained in the Authorization may be disclosed to the Royal Bank of Canada as required to complete any PAD transaction.
We acknowledge and agree that by executing this Agreement, we waive pre-notification of all amounts, whether fixed or variable, that the Payee will debit to the Account and of the due dates for the payment of those amounts.
We understand and accept the terms of participating in this PAD plan.
This Authorization will be effective as of the date first above written.
All dollar amounts expressed in this Agreement refer to lawful currency of Canada.

________________________________

COMPANY NAME (the “Payor”)

by: _______________________ by: ______________________

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Authorized Signatory Authorized Signatory

Name: Name: Title: Title:

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Exhibit 10.1

SCHEDULE “I” Contact Information

QuadReal Finance LP Mortgage Number:

Please provide the information below as appropriate with the Borrowers’ contact information, and return to the Servicer by email, fax, or return mail. Please note that the Servicer may copy the originating broker, if applicable, on any renewal or extension related requests, unless specifically asked by the Borrowers not to do so.

Borrower: MERGEFIELD "Company" “Company”

Address:

City: Province: Postal Code:

COMPLETE THE FOLLOWING (or attach a business card):

Name Contact:

Email Address Contact:

Company Telephone Number:

Direct Telephone Number or Extension:

Company Fax Number:

Borrowers Authorization:

The Borrowers designate the person(s) above to be the primary contact person for the Servicer and to receive correspondence related to the Loan until it notifies the Servicer in writing otherwise. The Borrowers acknowledge that this contact may designate additional staff to receive copies of correspondence relating

to certain subjects, such as insurance, taxes, or financial statements, though the contact may not re-designate the primary contact person.

I have authority to bind the corporation.	Name (please print)	Date

Alternate Contacts

QuadReal Finance LP Mortgage Number:

Borrowers:

Please provide the information below, if appropriate, with contact information, and return to the Servicer by email, fax, or return mail.

INSURANCE contact:

Same as Page 1

Name and/or Title:

Email Address: Telephone Number:

PROPERTY TAX INFORMATION contact:

Same as Page 1

Name and/or Title:

Email Address: Telephone Number:

FINANCIAL INFORMATION contact:

Same as Page 1

Name and/or Title:

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Email Address: Telephone Number:

OTHER contact:

Same as Page 1

Name and/or Title:

Email Address: Telephone Number:

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Exhibit 10.1

SCHEDULE “J” [Intentionally Deleted]

Exhibit 10.1

SCHEDULE “K” REQUEST FOR ADVANCE

[To be placed on Borrowers’ letterhead]

[Date Request for Advance was delivered]

QuadReal Finance LP 330, 1515 Douglas Street,

Victoria, BC V8W 2G4

Attention: [*]

Dear Sirs/Madams:

The undersigned, [*] (the “Borrowers”), refer to the commitment letter [dated] [to be dated on or about] [*] (as amended, supplemented and/or restated from time to time, the “Commitment Letter”, the terms defined therein being used herein as therein defined) entered into between, among others, the Borrowers and QuadReal Real Estate Debt (Canada) GP Inc., in its capacity as general partner of QuadReal Real Estate Debt (Canada) Limited Partnership (collectively, the “Lender”). Pursuant to Schedule “B”, Section 1 of the Commitment Letter, the Borrowers hereby give you notice that it requests an advance of funds under the Loan and, accordingly, provides the information relating to such advance (the “Advance”) set forth below:

The date of the Advance, being a Business Day, is [*] (the “Advance Date”).
The aggregate amount of the Advance is [*].
The Borrowers hereby confirm that:
No Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Advance;
The representations and warranties contained in Schedule “C” of the Commitment Letter and in any other Security Document are true and correct on the date hereof as if they were as if they were made on this date and will be true and correct on the date of the Advance, except for any representation and warranty that is stated to be made only as of a certain date (and then as of such date);
In the event that:
the transaction for which the Advance is being funded does not close for any reason; or
the funds are not released to the Borrowers on the Advance Date,

the Borrowers shall in any event remain liable for interest on the amount of the Proposed Advance accruing on the Advance at the rate specified in the Commitment Letter from and after the Advance Date.

Yours truly,

[Borrowers names]

Per: _______________________________

I/We have the authority to bind the corporation

Print name: _______________________________

Per: _______________________________

I/We have the authority to bind the corporation

Print name: _______________________________

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Exhibit 10.1

SCHEDULE “L” TERMS AND CONDITIONS GOVERNING CORRA LOANS

CORRA Loans will be subject to the following terms and conditions:

Definitions

For the purposes of this Agreement, the following terms shall have the following meanings unless something in the subject matter or context is inconsistent therewith:

“Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment; provided that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA shall be deemed to be the Floor.

“Available Tenor” means, as of any date of determination and with respect to the then current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 6(d) of this Schedule “L”. For greater certainty, as of the date of this Agreement, the sole Available Tenor is one-month.

“Benchmark” means, initially, the Term CORRA Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 6(a) of this Schedule “L”.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the Lender and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Canadian Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Security Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Lender and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or

then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Canadian Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Lender, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 6 of this Schedule “L” and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 6 of this Schedule “L”.

“Conforming Changes” means, with respect to the use or administration of a Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of draw requests or prepayment notices, the applicability and length of lookback periods, the applicability of Section 6 of this Schedule “L” and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Security Documents).

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Margin” means 2.50% per annum.

“Floor” means a rate of interest equal to 5.50%.

“Interest Period” means, with respect to each Term CORRA Loan, the initial period commencing on and including the Drawdown Date applicable to such Term CORRA Loan and ending on the first day of the next calendar month, and thereafter, each successive period (subject to availability) of one (1) month commencing on and including the last day of the prior Interest Period and ending on the first day of the next calendar month; provided that in any case the last day of each Interest Period will be also the first day of the next Interest Period (provided that for the purposes of calculation of interest payable by the Borrower, the last day of each Interest Period shall not be included in such Interest Period but shall be included in the calculation of interest payable for the subsequent Interest Period) and further provided that the last day of each Interest Period will be a Business Day.

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“Relevant Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

"Term CORRA” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a one-month tenor on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of the applicable Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day.

“Term CORRA Adjustment” means a percentage equal to 0.29547% (29.547 basis points) for an Available Tenor of one-month’s duration.

“Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Loan” means a Loan that bears interest at a rate based on Adjusted Term CORRA.

“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

Rates

The Lender does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the continuation of, administration of, submission of, calculation of or any other matter related to Term CORRA, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as Term CORRA, or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. The Lender and its affiliates or other related entities may engage in transactions that affect the calculation of Term CORRA, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Lender may select information sources or services in its reasonable discretion to ascertain Term CORRA, or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, the Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Lender is under no obligation and shall not be responsible to verify or confirm the existence or validity of, or to monitor or verify the Lender’s compliance with, or the status and standing of, any licenses, permits

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or approvals from TMX Datalinx (or any successor licensor of the Term CORRA Reference Rate) required for the use of the Term CORRA Reference Rate with respect to the issue of Canadian Dollar loans and other loan products including the making or advance of Loans or other grants or extensions of credit pursuant to or as otherwise contemplated under this Agreement and the other Security Documents.

Restrictions on Borrowing
Any CORRA Loan must be in the minimum amount of $500,000.00.
Drawdown Notices
A Drawdown Notice requesting a CORRA Loan must be given no later than 11:00 a.m. (Pacific time) five (5) Business Days prior to the requested Drawdown Date.
Interest
The Loans comprising each Term CORRA Loan shall bear interest at a rate per annum equal to the greater of (i) Adjusted Term CORRA for the applicable Interest Period plus the CORRA Margin, and (ii) the Floor.
Accrued interest on each Term CORRA Loan shall be payable in arrears on each Interest Payment Date, provided that in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.
All interest under this Section 5 shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
For the purposes of the Interest Act (Canada), whenever interest to be paid under this Agreement is to be calculated on the basis of any period of time that is less than a calendar year (including on the basis of a year of 365 days in a leap year), the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or such other number of days in such period, as the case may be.
Benchmark Replacement Setting
Benchmark Replacement. Notwithstanding anything to the contrary in the Credit Agreement or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lender without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.
Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Lender will have the right to

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make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lender will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 6(d) of this Schedule “L” and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Lender pursuant to this Section 6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 6.
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term CORRA) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Drawdown of Loans, which are of the type that have a rate of interest determined by reference to the then-current Benchmark, to be made during any Benchmark Unavailability Period.
Inability to Determine Rates
If, on or prior to the first day of any Interest Period for any Term CORRA Loan, Section 6 of this Schedule “L” does not apply and:
the Lender determines (which determination shall be conclusive and binding absent manifest error) that “Term CORRA” cannot be determined pursuant to the definition thereof, for reasons other than a Benchmark Transition Event, or
the Lender determines that for any reason in connection with any request for a Term CORRA Loan, that Term CORRA for any requested Interest Period with respect to a

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proposed Term CORRA Loan does not adequately and fairly reflect the cost to the Lender of making and maintaining such Loan,

the Lender will promptly so notify the Borrower and each Lender.

Upon delivery of such notice by the Lender to the Borrower under Section 7(a) of this Schedule “L”, any obligation of the Lender to make Term CORRA Loans shall be suspended (to the extent of the affected Term CORRA Loans) until the Lender revokes such notice.
Upon receipt of such notice by the Lender to the Borrower under Section 7(a) of this Schedule “L”, the Borrower will be deemed to have converted any request for a Drawdown of Term CORRA Loans into a request for a borrowing of prime rate loans, in the amount specified therein and any outstanding affected Term CORRA Loans will be deemed to have been converted, at the end of the applicable Interest Period, into prime rate loans. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.
Illegality

If the Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender to make, maintain or fund Loans whose interest is determined by reference to Term CORRA, or to determine or charge interest rates based upon Term CORRA, then, on notice thereof by the Lender to the Borrower through the Lender, any obligation of the Lender to make Term CORRA Loans shall be suspended until the Lender notifies the Lender and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon three Business Days’ notice from the Lender (with a copy to the Lender), prepay or, if applicable, convert all Term CORRA Loans of the Lender to prime rate loans, either on the last day of the Interest Period, if the Lender may lawfully continue to maintain such Term CORRA Loans to such day, or immediately, if the Lender may not lawfully continue to maintain such Term CORRA Loans. Each Lender agrees to notify the Lender and the Borrower in writing promptly upon becoming aware that it is no longer illegal for the Lender to determine or charge interest rates based upon Term CORRA. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

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EX-10.2

Exhibit 10.2

CHARGE

THIS CHARGE made as of March 7, 2025.

BETWEEN:

QUADREAL REAL ESTATE DEBT (CANADA) GP INC., IN ITS CAPACITY AS GENERAL PARTNER OF QUADREAL REAL ESTATE DEBT (CANADA) LIMITED PARTNERSHIP

(the “Chargee”)

and -

SST VI 19 ESANDAR DR, ULC

SST VI 1230 LAKESHORE RD E, ULC

SST VI 1770 APPLEBY LINE, ULC

SST VI 2068 S SHERIDAN WAY, ULC

SST VI 24-60 SANFORD AVE N, ULC

SST VI 411 CITYVIEW BLVD, ULC

(each a “Chargor” and collectively, the “Chargors”)

WHEREAS:

A each of the Chargors is the registered owner, subject to registered encumbrances, liens and interests, if any, of its respective Property as set out in Schedule “A” attached hereto.

NOW THEREFORE in consideration of the Chargee providing the Loan to the Borrower Entities and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

- INTERPRETATION
Definitions. In this Charge, unless something in the subject matter or context is inconsistent therewith:

“Applicable Laws” means all applicable federal, provincial or municipal laws, statutes, regulations, rules, by-laws, policies and guidelines, orders, permits, licenses, authorization, approvals and all applicable common laws or equitable principles whether now or hereafter in force and effect, whether in Canada, the United States of America or elsewhere.

“Borrower Entity” or “Borrower Entities”, as the context may require, means any of/all of the Chargors, each guarantor of all or part of the Loan Indebtedness, each Indemnitor, and any Person having a beneficial ownership interest (whether registered or unregistered) in all or any part of any Property from time to time and further provided that where a Borrower Entity is a partnership (whether general or limited), such term shall also include each general and limited partner, as applicable, thereof.

“Business Day” means a date, other than a Saturday, Sunday or statutory holiday, on which the Chargee’s offices in Victoria, British Columbia and Toronto, Ontario are open.

“Charge” means this Charge and any amendments thereto, to which the Chargors and the Chargee are parties and which is dated as of the date of registration of the Charge.

“Chargee” means QUADREAL REAL ESTATE DEBT (CANADA) GP INC., IN ITS CAPACITY AS GENERAL PARTNER OF QUADREAL REAL ESTATE DEBT (CANADA)

Exhibit 10.2

LIMITED PARTNERSHIP, and any person who acquires the right, title and interest of the Chargee under the Loan Documents.

“Chargors” means collectively, the Persons named as a Chargor in this Charge, and Chargor means any one of them as the context requires.

“Commitment Letter” means the commitment letter governing the Loan.

“Costs” means all reasonable fees, costs, charges and expenses of any Lender Entity for or incidental to (i) preparing, executing and registering the Loan Documents and making each advance of the Loan; (ii) collecting, enforcing and realizing on or under the Loan or the Loan Documents; (iii) inspecting, protecting, securing, completing, insuring, repairing, equipping, taking and keeping possession of, managing, selling or leasing any Property, including curing any defaults under or renewing any leasehold interest; (iv) appointing a receiver (under this Charge or otherwise) and such receiver’s fees and expenses (including all agents’ and legal fees and disbursements); (v) obtaining any environmental audits or other inspections, tests or reports with respect to any Property; (vi) complying with any notices, orders, judgments, directives, permits, licenses, authorizations or approvals with respect to any Property; (vii) performing the obligations of any Borrower Entity under the Loan Documents; (viii) all reasonable legal fees and disbursements in connection with the Loan, on a full indemnity (or equivalent) basis, and (ix) any other fees, costs, charges or expenses payable to any Lender Entity under any of the Loan Documents or Applicable Laws. “Costs” include interest at the Interest Rate on all such fees, costs, charges and expenses.

“Environmental Activity” means any activity, event or circumstance in respect of a Hazardous Substance including its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation or its Release into the natural environment including movement through or in the air, soil, subsoil, surface water or groundwater

“Environmental Laws” means all applicable federal, provincial, regional, state, municipal or local laws, common law, statutes, regulations, ordinances, codes, rules, guidelines, requirements, certificates of approval, licences or permits relating to a Hazardous Substance or any Environmental Activity, including without limitation (and in addition to any such laws relating to the environment generally) any such laws relating to public health, occupational health and safety, product liability or transportation.

“Environmental Proceeding” has the meaning set out in Subsection 4.02(m) of this Charge.

“Event of Default” or “default” means any of the following events shall have occurred and be continuing: (a) any default by the Chargors in payment of all or any portion of the Loan Indebtedness when due or in payment of any reserves due under the Loan Documents; (b) any Borrower Entity defaults in observing or performing any other covenant, condition or obligation under any Loan Document on its part to be observed or performed which default is not cured within the applicable grace or cure period, or if no such period is provided, within ten (10) days following written notice of such default to such Borrower Entity but only in the event such failure to comply is actually capable of being cured (provided that, if in the case of non-monetary defaults other than events of insolvency, rectification cannot reasonably be expected to be made within such period, then within a reasonable period of time thereafter provided that: (i) the Borrower Entity provides written notice to the Lender, and receives the Lender’s prior written consent approving the curative steps to be taken; and (ii) the defaulting party commences such rectification within the period and thereafter diligently pursues such rectification on the terms and conditions specified by the Lender; (c) any representation or warranty of any Borrower Entity in any Loan Document, or in any financial statement or other document at any time delivered by or on behalf of any such Borrower Entity to any Lender Entity in connection with the Loan, is incorrect or misleading in any material respect as of the time made or furnished; (d) any Borrower Entity becomes insolvent, makes any assignment in bankruptcy, makes any assignment for the benefit of creditors or makes any proposal to or seeks relief from its creditors under any bankruptcy, insolvency, reorganization, liquidation, moratorium, receivership or other similar laws affecting or relating to creditor’s rights, any order, declaration or judgement of any court is made adjudging or declaring any Borrower Entity bankrupt or insolvent or ordering the liquidation, winding-up, reorganization or arrangement of any Borrower Entity or granting any Borrower Entity protection from its creditors or appointing

Exhibit 10.2

any trustee, receiver, receiver and manager, sequestrator or other Person with similar powers in respect of any Borrower Entity or all or any part of its assets, or any proceedings are commenced by or against any Borrower Entity seeking any such order, declaration or judgement; (e) any default by any Borrower Entity under any Lien of all or any part of any Property ranking in priority to or subsequent to the security of this Charge or the other Loan Documents that is not cured within the applicable grace or cure period, or any attornment of rents, power of sale, judicial sale, foreclosure or other enforcement proceedings are commenced against or in respect of any Borrower Entity or any part of any Property under or in respect of such Lien or any holder of such Lien takes possession or control of any part of any Property; (f) the occurrence of any event or conditions that has had or could reasonably be expected to have (i) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of any of any Borrower Entity, (ii) a material adverse effect on the ability of any of the Borrower Entities to perform its respective obligations under any Loan Document to which it is a party, (iii) a material adverse effect on the rights and remedies of the Lender under any Loan Document, or (iv) a material adverse effect on the fair market value of any of the Properties or the income therefrom; (g) any part of any Property is condemned or expropriated and, in the opinion of the Chargee in respect of any expropriation, such expropriation materially impairs the value of any Property, the validity, enforceability or priority of the security of the Loan Documents, or the ability of any Borrower Entity to fulfil its obligations to the Chargee in respect of the Loan; (h) if any Transfer occurs in breach or in violation of the provisions of the Loan Documents; or (i) any other Event of Default under any Loan Document.

“Governmental Authority” means any federal, provincial, municipal or other form of government or any political subdivision or agency thereof, any body or authority exercising any functions of government, and any court, whether in Canada, the United States of America or elsewhere.

“Hazardous Substance” means any substance, combination of substances or by-product of any substance which is or may become hazardous, toxic, injurious or dangerous to any person, property, air, land, water, flora, fauna or wildlife; and includes but is not limited to contaminants, pollutants, wastes and dangerous, toxic, deleterious or designated substances as defined in or pursuant to any Environmental Laws.

“Indemnitor” means the Person(s) named as Indemnitor in the Commitment Letter or who delivers an Indemnity.

“Interest Adjustment Date” means April 1, 2025.

“Interest Rate” means 5.59% per annum, which rate of interest shall be calculated semi-annually, not in advance, both before and after maturity, demand, default and judgment.

“Lender Entity” means each of the Chargee and each Person having an ownership interest in the Loan from time to time, any receiver and their respective employees, officers and directors.

“Lien” means any mortgage, charge, pledge, hypothec, assignment, lien, lease, sublease, easement, preference, priority, trust or other security interest or encumbrance of any kind or nature whatsoever with respect to any property or asset, including any title reservations, limitations, provisos or conditions.

“Loan” means the loan made by the Chargee to the Chargors in the Principal Amount pursuant to the Loan Documents.

“Loan Documents” means, collectively, all documents, instruments, agreements and opinions now or hereafter evidencing, securing, guaranteeing and/or relating to the Loan and the Loan Indebtedness or any part thereof, including the Commitment Letter and this Charge.

“Loan Indebtedness” means the aggregate of (i) the Principal Amount, (ii) all interest and compound interest at the Interest Rate, (iii) Costs, (iv) the Prepayment Charge, if any, (v) any amount, cost, charge, expense or interest added to the Loan Indebtedness under the Loan Documents or Applicable Laws or which is otherwise due and payable thereunder or secured thereby from time to time, and (vi) the payment, performance, discharge and satisfaction of all other obligations of any Borrower Entity under or in respect of the Loan and Loan Documents.

Exhibit 10.2

“Maturity Date” means April 1, 2030.

“Monthly Payment” means each monthly payment of principal and interest to be paid by the Chargors to the Chargee on account of the Loan, each in the amount of $675,394.50.

“Payment Date” means the first day of each calendar month in each and every year commencing on the first day of the first calendar month following the Interest Adjustment Date and ending on the Maturity Date.

“Permitted Encumbrances” has the meaning ascribed thereto in the Commitment Letter.

“Person” means any individual, general or limited partnership, joint venture, sole proprietorship, corporation, unincorporated association, trust, trustee, executor, administrator, legal representative or Governmental Authority.

“Prepayment Charge” means, with respect to any acceleration or prepayment of the Principal Amount, an amount equal to the greater of (A) three (3) months’ interest at the Interest Rate on the Principal Amount then outstanding, and (B) the positive difference, if any, between (x) the present value on the date of such acceleration or prepayment of all future monthly payments which the Chargors would otherwise be required to pay under the Loan during the remainder of the Term of the Loan absent such prepayment or acceleration, including the unpaid Principal Amount which would otherwise be due upon the Maturity Date absent such acceleration or prepayment, with such present value being determined by the use of a discount rate equal to the ask side yield on the date of such acceleration or prepayment of Government of Canada bonds having the term to maturity closest to what otherwise would have been the remainder of the Term of the Loan absent such acceleration or prepayment, and (y) the Principal Amount on the date of such prepayment. If there is more than one Government of Canada bond with a maturity equally close to what otherwise would have been the remaining Term of the Loan absent the repayment by reason of such acceleration or prepayment, as the case may be, the selection of the applicable bond shall be made by the Chargee, acting reasonably.

“Principal Amount” means the principal amount of the Loan advanced and outstanding from time to time, being initially $164,500,000.

“Properties” means the lands and premises municipally and legally described in Schedule “A” hereto, together with all buildings, structures, fixtures, and improvements of any nature or kind now or hereafter located on such lands, and all other appurtenances thereto, and “Property” means any of them as the context requires.

“Realty Taxes” means all taxes, duties, rates, imposts, levies, assessments and other similar charges, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, including municipal taxes, school taxes and local improvement charges, and all related interest, penalties and fines which at any time may be levied, assessed, imposed or be a Lien on any Property or any part thereof.

“Release” means the method by which a Hazardous Substance comes to be in the environment at large and includes discharging, spraying, injection, abandonment, depositing, spilling, leaking, seeping, pouring, emitting, emptying, throwing, dumping, placing and exhausting, and when used as a noun has a correlative meaning.

“Rents” means all revenues, receipts, income, credits, deposits, profits, royalties, rents, additional rents, recoveries, accounts receivable and other receivables of any kind and nature whatsoever arising from or relating to any Property.

“Term” means the date of the initial advance of the Loan to the date that is 60 months from the Interest Adjustment Date.

“Transfer” shall mean (a) any conveyance, assignment, transfer, sale, granting or creation of an option or trust with respect to, or other disposition of (voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any direct legal or beneficial interest in any Property (whether registered or unregistered) or any part thereof; or (b) any change in the effective voting control of any Person comprising any Chargor of any part of any Property from that existing as of the initial Loan advance (including any change of ownership of 50% or

Exhibit 10.2

more of the voting securities representing an interest in any such Person) and shall include any agreement to do or complete any of the matters referred to in (a) or (b) above.

Construction. In this Charge: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) the word “including” shall mean “including, without limitation,”; (c) any reference to a statute shall mean the statute in force as at the date hereof, together with all regulations promulgated thereunder, as the same may be amended, re-enacted, consolidated and/or replaced from time to time, and any successor statute thereto; (d) any reference to the Commitment Letter, any Loan Document, any lease or other agreement or instrument shall include all amendments, addenda, modifications, extensions, renewals, restatements, supplements or replacements thereto from time to time; (e) reference to the Chargee, Chargors, Indemnitor, any guarantor, Lender Entity, Borrower Entities, any beneficial owners of the Properties, and any other Person shall include their respective successors and permitted assigns, and reference to “corporation” shall include a company or other form of body corporate; (f) all dollar amounts are expressed in Canadian dollars; (g) the division of this Charge into separate Articles, Sections, Subsections and Schedule(s), and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Charge; (h) the Chargee’s right to give or withhold any consent or approval, make any determination or exercise any discretion shall be exercised by the Chargee acting reasonably unless otherwise expressly provided, except that following an Event of Default, the Chargee shall be entitled to exercise same in its sole discretion; (i) the Loan Documents are the result of negotiations between the parties hereto and shall not be construed in favour of or against any party by reason of the extent to which any party or its legal counsel participated in its preparation; (j) notwithstanding the actual date of execution or registration of this Charge, this Charge may be referred to in the Loan Documents as having been executed as of the date of registration; (k) if more than one Person is named as, or otherwise becomes liable for or assumes the obligations and liabilities of the Chargors, then the obligations and liabilities of all such Persons shall be joint and several; (l) time shall be of the essence; (m) all obligations of the Chargors in this Charge will be deemed to be covenants by the Chargors in favour of the Chargee; and (n) the term “sole discretion” shall mean sole, absolute and subjective discretion. Where any reference is made in this Charge to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other than relating to the constitution or existence of the trust) by or with respect to, a trust, such reference shall be construed and applied for all purposes as if it referred to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against or a covenant, representation or warranty (other than relating to the constitution or existence of the trust) by or with respect to, the trustee(s) of the trust. In the event of any conflict or inconsistency between any provision of this Charge and the provision of any other Loan Document, the provision of this Charge shall prevail to the extent of any such conflict or inconsistency. This Charge is intended to supplement and not derogate from the other Loan Documents. The delivery of this Charge for registration by direct electronic transmission shall have the same effect for all purposes as if this Charge was in written form, signed by the Chargors and delivered to the Chargee.
Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and obligations of each Borrower Entity in the Loan Documents shall (i) survive the making of any advance or repayment of the Loan, any full or partial release, termination or discharge of any Loan Document, and any enforcement proceedings taken by any Lender Entity under any Loan Document or Applicable Laws and shall not be affected or discharged by any bankruptcy, liquidation, winding-up, dissolution or insolvency of any Borrower Entity; (ii) enure to the benefit of the Chargee for itself and on behalf of each Lender Entity (including each Person having a beneficial or unregistered ownership interest in the Loan), and (iii) be fully effective and enforceable by the Chargee notwithstanding any due diligence performed by or on behalf of any Lender Entity or any breach by any Borrower Entity of any of its obligations and liabilities in respect of the Loan or other information (to the contrary or otherwise) known to any Lender Entity at any time. Without limiting the foregoing, the representations, warranties, covenants and obligations of the Chargors under the Loan Documents shall be fully binding upon and enforceable against the Chargors when beneficial owner of the Properties and when a trustee, agent or nominee of the Properties for any other Person. The representations and warranties of each Borrower Entity in the Loan Documents are deemed to be made to the Chargee on the date of execution of each Loan Document by such Borrower Entity and are deemed repeated on the date of each Loan

Exhibit 10.2

advance. Each Chargor agrees that all enforcement actions or proceedings may be brought by the Chargee under or in respect of the Loan and the Loan Documents on behalf of all Person(s) having a beneficial or unregistered ownership interest therein and waives any requirement that any such Person(s) be a party thereto.
- CHARGE
Charge. As security for the payment and performance to the Chargee of the Loan Indebtedness and the performance of each of the Borrower Entities’ obligations and covenants hereunder and under the Loan Documents, each of the Chargors hereby mortgages, charges and grants a security interest in the Properties to and in favour of the Chargee.
Continuing Security. Without limiting any other provision hereof, this Charge secures, inter alia, a current or running account of the Principal Amount advanced by the Chargee in and the amount of such advance when so made will be secured by this Charge and be repayable with interest at the Interest Rate and this Charge will be security for the ultimate balance owing to the Chargee arising from the current and running accounts represented by the advance of the Principal Amount with interest at the Interest Rate and all other amounts secured hereby and notwithstanding any change in the amount, nature and form of the Loan Indebtedness from time to time. If the whole or any part of the Principal Amount or other amount secured hereby is repaid, this Charge shall be and remain valid security for any subsequent advance or readvance by the Chargee to the Chargors until such time as the Chargee has executed and delivered to the Chargors a complete discharge of this Charge. The provisions relating to defeasance contained in Subsection 6(2) of the Land Registration Reform Act (Ontario) are hereby expressly excluded from this Charge.
- PAYMENT PROVISIONS
Covenant to Pay. The Chargors acknowledge themselves indebted and promise to pay the Loan Indebtedness to the Chargee as and when provided in this Charge, without set-off, deduction or abatement.
Interest. The Principal Amount shall bear interest at the Interest Rate both before and after default, demand, maturity and judgment until paid.
Payment Provisions. The Chargors will pay the Loan Indebtedness to the Chargee as follows: (a) interest at the Interest Rate on the Principal Amount or such portion as may be advanced from time to time, calculated from the date of the initial advance of the Loan, which shall become due and payable on the first day of each calendar month following the date of advance to and including the Interest Adjustment Date (at the option of the Chargee, such interest may be deducted from such advance); (b) from and after the Interest Adjustment Date, the Principal Amount and interest thereon at the Interest Rate computed from the Interest Adjustment Date will become due and payable by payments each in the amount equal to the Monthly Payment (which shall include principal and interest) on each Payment Date (such payments to be applied as provided in Section 3.09 hereof) and the balance of the Principal Amount with interest at the Interest Rate will become due and payable on the Maturity Date; (c) any part of the Loan Indebtedness that is not principal or interest on principal will be payable on demand with interest thereon at the Interest Rate; and (d) the balance of the Loan Indebtedness then remaining together with any interest thereon at the Interest Rate will become due and be paid on the Maturity Date.
Compound Interest. Interest shall accrue on overdue interest at the Interest Rate from time to time, both before and after default, demand, maturity and judgment until paid and shall be due and payable by the Chargors to the Chargee forthwith. If such overdue interest and compound interest are not paid within the interest calculation period (being semi-annually not in advance) provided in this Charge from the time of default, a rest will be made and compound interest at the Interest Rate will be payable on the aggregate amount then due, both before and after maturity, default and judgment, and so on from time to time until paid. All compound interest shall be added to the Loan Indebtedness and secured by this Charge.
Receipt of Payment. Payment will not be deemed to have been made until the Chargee has actually received such money. The Chargors assume all risk if payments are lost or delayed. Any payment received after 12:00 o’clock noon Victoria time on any day will be deemed, for the purpose of calculation of interest, to have been made and received on the next Business Day.

Exhibit 10.2

Payments shall be made to the Chargee at such place as the Chargee may designate from time to time.
Wire Transfer/Pre-authorized Chequing. The Chargors, on written request from the Chargee, and at the Chargee’s option, will make all payments pursuant to this Charge by pre-authorized chequing or electronic debit entry on an account maintained by the Chargors and will execute and provide such written authorizations and sample cheques as the Chargee may require.
Dishonoured Cheques or Payments. If any of the Chargors’ cheques are not honoured when presented for payment or if a pre-authorized payment is not honoured, the Chargors will immediately pay the Chargee a reasonable servicing fee as determined by the Chargee or its servicer to cover the administration costs and expenses arising therefrom. Until paid, such servicing fee, together with interest thereon at the Interest Rate shall be added to the Loan Indebtedness and secured by this Charge.
No Right of Prepayment. The Loan may be repaid in whole (or in part in accordance with the Commitment Letter) prior to the Maturity Date, subject to the following:
if the Loan is repaid during the first twenty-four (24) months of the Term following the date of advance, upon payment to the Lender of the Prepayment Charge;
if the Loan is repaid between months 25 to 60 of the Term, payment to the Lender of the Pre payment Charge plus the Chargors will be required to pay to the Lender an exit fee equal to 75bps of the then outstanding Principal Amount of the Loan.

For greater certainty, such Prepayment Charge(s) shall form part of the Loan Indebtedness and shall be secured by the Charge and the other Loan Documents. The Chargors acknowledge that the Prepayment Charge represents reasonable and fair compensation for the loss that the Chargee may sustain from any acceleration or prepayment of the Principal Amount of the Loan prior to the Maturity Date, provided nothing herein shall create any right to prepay all or any portion of the Principal Amount at any time or in any circumstances prior to the Maturity Date.

Application of Payments. Prior to an Event of Default, all Monthly Payments and other payments received by the Chargee on account of the Loan Indebtedness shall be applied as follows, regardless of any other designation of such payments as principal, interest or other charges: first, to the repayment of sums advanced by the Chargee pursuant to the Loan or any Loan Document for any reason (other than the Principal Amount), including sums advanced to pay Realty Taxes, Costs, insurance premiums or other charges against the Properties (together with interest thereon at the Interest Rate from the date of advance until paid), then to the payment of accrued but unpaid interest which is then due and payable, and finally, to reduction of the Principal Amount. Following an Event of Default, all payments received by the Chargee shall, regardless of any direction or statement of any Borrower Entity to the contrary, be applied by the Chargee to principal, interest and/or such other charges due under this Charge or the other Loan Documents in such order as the Chargee shall determine in its sole discretion.
Costs. The Chargors covenant to pay all Costs to the Chargee forthwith upon demand whether or not all or any part of the Principal Amount is advanced. Until paid, all Costs together with interest thereon at the Interest Rate shall be added to the Loan Indebtedness and secured by this Charge.
Deemed Re-investment. There shall be no allowance or deduction for deemed re-investment with respect to any amounts paid to the Chargee on account of interest under the Loan.
- REPRESENTATIONS, WARRANTIES AND COVENANTS
Statutory Covenants. The implied covenants under subsection 7(1) of the Land Registration Reform Act (Ontario) are expressly incorporated in this Charge but shall be varied so that they shall apply to the Chargors when the beneficial owner of the Properties and to the Chargors when a trustee of the Properties for any other Person. The covenants in this Charge supplement and do not derogate from such implied covenants.
Representations, Warranties and Covenants. The Chargors represent and warrant to and covenants with the Chargee:

Exhibit 10.2

Authorization. Each Borrower Entity (i) which is a corporation is a duly organized and validly existing corporation under the laws of its governing jurisdiction; (ii) which is a partnership is a valid and subsisting general or limited partnership, as the case may be, under the laws of its governing jurisdiction; (iii) which owns an interest in any Property (whether legal or beneficial, registered or unregistered) has full power, authority and legal right to own such Property and to carry on its business thereon in compliance with all Applicable Laws and is duly licensed, registered or qualified in all jurisdictions where the character of its undertaking, property and assets or the nature of its activities makes such licensing, registration or qualification necessary or desirable; (iv) has full power, authority and legal right to enter into each of the Loan Documents to which it is a party and to do all acts and execute and deliver all other documents as are required to be done, observed or performed by it in accordance with their respective terms; (v) has taken all necessary action and proceedings to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to observe and perform the provisions of each in accordance with its terms; (vi) shall maintain in good standing its existence, capacity, power and authority as a corporation or partnership, as the case may be, and shall not liquidate, dissolve, wind-up, terminate, merge, amalgamate, consolidate, reorganize or restructure or enter into any transaction or take any steps in connection therewith; and (vii) which is a Chargor, is a corporation resident in Canada for the purposes of the Income Tax Act (Canada).
Enforceability. The Loan Documents constitute valid and legally binding obligations of each Borrower Entity enforceable against each of them in accordance with their terms. Neither execution and delivery of the Loan Documents, nor compliance with the terms and conditions of any of them, (i) has resulted or will result in a violation of the constating documents governing any Borrower Entity, including any unanimous shareholders’ agreement, or any resolution passed by the board of directors, shareholders or partners, as the case may be, of any Borrower Entity, (ii) has resulted or will result in a breach of or constitute a default under any agreement or instrument to which any Borrower Entity is a party or by which it or any Property or any part thereof is bound or (iii) requires any approval or consent of any Person except such as has already been obtained.
Title and Security. Each Chargor is the sole legal owner of its respective Property in Schedule “A” attached hereto. Each Chargor has good and marketable legal title in fee simple to its respective Property in Schedule “A” free and clear of all Liens (other than Permitted Encumbrances), and this Charge and the other Loan Documents shall be at all times a good and valid mortgage, charge, assignment of and security interest in such Property in priority to all other Liens, other than Permitted Encumbrances. Each Chargor shall defend title to its respective Property in Schedule “A” for the benefit of the Chargee from and against all actions, proceedings and claims of all Persons. Each Chargor shall not subject its respective Property in Schedule “A” or any part thereof to a condominium regime or any other form of multiple ownership or governance.
Transfers and Liens. No Transfer shall be made or permitted to be made without the prior written consent of the Chargee in its sole discretion. No Liens, other than Permitted Encumbrances, shall be created, issued, incurred or permitted to exist (by operation of law or otherwise and whether prior, pari passu or subordinate to the security of this Charge and the other Loan Documents) on any part of any Property or any interest therein (except in favour of the Chargee as security for the Loan), without the prior written consent of the Chargee in its sole discretion. Any Lien not permitted hereby shall be vacated and discharged from the Properties by the Chargors, within twenty (20) days of receipt by the Chargors, of written notice thereof. Subject to the foregoing, if, without the prior consent of the Chargee, any Transfer or any Lien of any part of any Property or any interest therein is made, created, incurred or permitted to exist, then the Chargee, at its sole option, may declare the Loan Indebtedness (including the Prepayment Charge) to be immediately due and payable by the Chargors to the Chargee. If the Chargee elects to provide its consent to any Transfer in its sole discretion, such consent shall be subject to satisfaction of the following terms and conditions (each of which shall be an obligation of the Chargors to promptly satisfy prior to completion of such Transfer): (i) no Event of Default shall have occurred and be uncured and no event shall have occurred and be uncured which, with the passing of time or the giving of notice or both, would be an Event of Default, (ii) the Chargee shall have approved in its sole discretion the financial condition, managerial capacity and ownership structure of the transferee, (iii) the transferee and each other Borrower Entity shall execute and deliver, in the Chargee’s form, an assumption agreement and such other indemnities, confirmations, insurance policies (including title insurance) and opinions as the Chargee may require in its sole discretion, (iv) the Chargors shall pay all fees, costs, expenses, charges and disbursements relating to such

Exhibit 10.2

Transfer including the reasonable fees, costs, expenses, charges and disbursements of the Chargee, its counsel and its servicer for review of Chargors’ compliance with the requirements hereof and the preparation and review and/or recording of any and all documentation, accounting certifications or legal opinions relating thereto, including any governmental or third-party fees, costs, taxes or assessments thereon, (v) the Chargors shall pay to the Chargee an assumption fee as determined by the Chargee, and (vi) the Chargors shall satisfy all other conditions imposed by the Chargee in respect of such Transfer in its sole discretion. Following any such Transfer, the Chargors and each beneficial owner of the Properties including each transferee, shall be a corporation resident in Canada. No Transfer permitted by this Charge shall in any way affect the validity, priority or enforceability of the Loan Documents or the security thereof or release, discharge, modify or otherwise affect the respective obligations of the transferor or any other Borrower Entity thereunder.
Realty Taxes and Utility Charges. The Chargors shall pay or cause to be paid all Realty Taxes and utility charges when due. The Chargors shall provide the Chargee with evidence of payment of such Realty Taxes not less than annually, on demand, or on such other schedule as determined by the Chargee, acting reasonably.
Litigation. There are no existing or, to any Borrower Entity’s knowledge, threatened actions, proceedings or claims against or relating to any Property or any Borrower Entity that would have a material adverse effect on its financial condition or business. The Chargors shall promptly give written notice to the Chargee of: (i) any litigation or administrative or regulatory proceeding affecting it where the amount of the claim is $500,000.00 or more, or where the granting of the requested relief would have a material adverse effect on its financial condition or business, and (ii) any substantial dispute between a Chargor and any governmental or regulatory authority.
Property. Each Property is in good condition and repair, complies with all Applicable Laws in all material respects, title encumbrances and material agreements, and the present use and location of the buildings, structures and other improvements are legal conforming uses under all Applicable Laws. No buildings, structures or other improvements have been made, altered or removed from the Properties since the date of the surveys provided to the Chargee prior to the initial Loan advance and such surveys accurately show the location thereof. The Chargors are not aware of any action, proceedings, notices, judgments, orders or claims by any Person alleging or relating to any non-compliance by the Properties with any Applicable Laws, title encumbrances or material agreements or any permits, licenses or approvals and the Chargors shall promptly notify and provide the Chargee with all information concerning same as the Chargee may require from time to time. All services and utilities necessary for the use and operation of any Property are located in the public highway(s) abutting the Properties (or within easements disclosed to and approved by the Chargee in writing prior to the initial Loan advance) and are connected and available for use. Each Property has unrestricted and unconditional rights of public access to and from public highways (completed and available for public use) abutting such Property at all existing access points. The Chargors are not aware of any existing or threatened expropriation or other similar proceeding in respect of any Property or any part thereof.
Use and Maintenance. The Chargors shall not change the use of or abandon the Properties, commit or permit any waste of the Properties. The Chargors shall diligently maintain, use, manage, operate and repair the Properties in a safe and insurable condition, in accordance with Applicable Laws, title encumbrances, material agreements, permits, licenses and approvals, in a prudent and business-like manner, and in keeping with the standards of a prudent owner for similar properties in the locality in which the Properties are situate. The Chargors shall promptly make or cause to be made at its expense all necessary repairs and replacements to the Properties necessary to comply with this Charge in a good and workmanlike manner and at least equal in quality to the original work, and in compliance with all Applicable Laws, title encumbrances, applicable material agreements, permits, licenses and approvals.
Changes to Properties. The Chargors shall not demolish, remove, or alter (in any material way) any Property or any portion thereof, nor consent to or permit any such action, without obtaining in each instance the Chargee’s prior written consent in its sole discretion.
Management. The manager of each Property shall be an affiliate of the Chargor. The manager shall not be removed or replaced and the management agreement shall not be terminated

Exhibit 10.2

or amended without the prior written consent of the Chargee in its sole discretion. Upon an Event of Default, the Chargee may terminate, or require the Chargors to terminate, such management agreement(s) and may retain, or require the Chargors to retain, a new manager approved by the Chargee (in each case at the Chargors’ sole expense). Each management agreement shall contain termination provisions consistent with this Subsection.
Right of Inspection. The Chargee, its servicer and their respective agents and employees shall have the right, subject to the rights of tenants under existing leases, to enter and inspect any Property at all reasonable times and, except in an emergency or following an Event of Default, upon reasonable notice (which notice need not be in writing) to the Chargors. The Chargee shall not be a mortgagee in possession by reason of its exercise of any such right.
Permits. The Chargors (i) have obtained all necessary permits, agreements, rights, licences, authorizations, approvals, franchises, trademarks, trade names and similar property and rights (collectively “Permits”) necessary to permit the lawful occupancy, operation and use of the Properties; (ii) are not in default under such Permits and shall maintain all such Permits in good standing and in full force and effect; (iii) shall not terminate, amend or waive any of its rights and privileges under any Permits without the Chargee’s prior written consent in its reasonable discretion; and (iv) are not aware of any proposed changes or any notices or proceedings relating to any Permits (including pending cancellation, termination or expiry thereof). The Chargors shall promptly notify and deliver to the Chargee particulars of any such changes, notices or proceedings that may arise from time to time.
Representations Regarding Environmental Matters. Except as otherwise disclosed in the Commitment Letter: (i) the Properties and the activities and operations of the Chargors thereon, and to the knowledge of each of the Borrower Entities, those of any lessee, licensee or other occupant comply in all material respects with all Environmental Laws and are not subject to any existing judicial, governmental, regulatory or other investigations, proceedings, inquiries or notices, and neither has the Chargors, nor any present lessee, licensee or other occupant of any Property or any part thereof, or any person having the charge, management or control thereof, filed any notice or report pursuant to any Environmental Laws in connection with such Property (each an “Environmental Proceeding”); (ii) the Borrower Entities have no knowledge of any Environmental Activity in respect of the Release of any Hazardous Substance at, upon, under, over, within or with respect to the Properties or any contiguous real or immovable property to or from which the Release of a Hazardous Substance could reasonably be anticipated, other than in the normal course of operations thereon, and then, in compliance with Environmental Laws; (iii) neither the Chargors nor any other Person has been, or is, involved in any operations at, or with respect to the Properties in contravention of Environmental Laws which could lead to the imposition of liability on the Chargors or on any subsequent or former owner or occupier or Person who has or will have the charge, management or control of any Property, or the creation of an encumbrance or charge on any Property under any Environmental Laws; and (iv) no underground storage tanks or surface impoundments or equipment containing, or that have contained PCBs or related chemical substances, are located on or under any Property.
Covenants Regarding Environmental Matters. The Chargors shall: (i) ensure that the Properties and the Chargors comply with all Environmental Laws at all times; (ii) not permit any Hazardous Substance to be located, manufactured, stored, spilled, discharged or disposed of at, on or under the Properties (except in the ordinary course of business of the Chargors or any tenant and in compliance with all Environmental Laws); (iii) notify the Chargee promptly of any threatened or actual Environmental Proceedings that may arise from time to time and provide particulars thereof; (iv) remediate and cure in a timely manner any non-compliance by the Properties or the Chargors with Environmental Laws, including removal of any Hazardous Substances, and provide the Chargee promptly upon request with such information and documents (all at the Chargors’ expense) as may be required by the Chargee to confirm and/or ensure such compliance by the Properties and the Chargors with Environmental Laws.
Environmental Indemnity. Without limiting any other provision of any Loan Document, the Chargors shall indemnify and pay, protect, defend and save the Chargee harmless from and against all actions, proceedings, losses, damages, liabilities, claims, demands, judgments, costs and expenses (including legal fees and disbursements on a solicitor and its own client basis) (collectively “Environmental Claims”) occurring, imposed on, made against or incurred by the Chargee arising from or relating to, directly or indirectly, whether or not disclosed by any

Exhibit 10.2

environmental audit obtained by any Lender Entity prior to the initial Loan advance and whether or not caused by the Chargors or within their control: (i) any actual or alleged breach of Environmental Laws relating to or affecting the Properties, (ii) the actual or alleged presence, release, discharge or disposition of any Hazardous Substance in, on, over, under, from or affecting all or part of any Property or surrounding lands, including any personal injury or property damage arising therefrom, (iii) any actual or threatened Environmental Proceeding affecting any Property including any settlement thereof, (iv) any assessment, investigation, containment, monitoring, remediation and/or removal of all Hazardous Substances from all or part of any Property or surrounding areas (and emanating from any Property) or otherwise complying with Environmental Laws; or (v) a breach by any Borrower Entity of any Loan Document or Applicable Law relating to environmental matters (including Subsections 4.02(m) and (n) above). Notwithstanding any other Loan Document, the Chargors agree that the Chargee shall have full and unrestricted recourse to the Chargors and all of its property and assets for all such Environmental Claims.
Statement of Disclosure. Each Borrower Entity has received all statements of disclosure in respect of the Loan as required by and in compliance with Applicable Laws.
Financial and Other Information. All financial statements and other information delivered to any Lender Entity by or on behalf of each Borrower Entity in connection with the Loan are complete and correct in all material respects and include, as applicable, all material facts and circumstances concerning the financial or other condition or status of the Properties, each Borrower Entity or its business and operations necessary to ensure all such statements and information so provided are not misleading as of the date of delivery to such Lender Entity or as of such other date specified therein. There has been no subsequent material adverse change in the financial or other condition of the Properties, any Borrower Entity or its business and operations. No Borrower Entity has any material liability (contingent or otherwise) or other unusual or forward commitment not reflected in such financial statements. Each Borrower Entity has filed all tax returns required by Applicable Laws and has paid, when due, all taxes, surtaxes, duties, rates, withholdings and other similar charges (including related interest, penalties and fines) imposed on it by Applicable Laws or any Governmental Authority.
Financial Statements. The Chargors shall provide the financial reporting required by the Commitment Letter, at the time or times required therein.
Not a Construction Loan. The Chargors covenant, represent and warrant that the Loan and the proceeds thereof are not to be used for the purpose of securing the financing of any improvement (within the meaning of the Construction Act (Ontario)) to the Properties or for repaying any charge which was taken to secure the financing of an improvement to any of the Properties.
Performance of Covenants and Default. The Chargors shall observe and perform and cause to be observed and performed all covenants, provisos and conditions contained in this Charge and the other Loan Documents. The Chargors represent and warrant to the Chargee that no Event of Default has occurred and no event has occurred which with the giving of notice, lapse of time or both would constitute an Event of Default. Upon becoming aware of any such Event of Default or event, the Chargors shall promptly deliver to the Chargee a notice specifying full particulars of same.
- INSURANCE
Insurance Coverage. The Chargors shall maintain at their sole expense the following insurance coverages with respect to the Properties for the benefit of Chargee until the Loan Indebtedness has been fully paid and satisfied: (a) insurance against loss or damage by fire, casualty and other hazards as are now or subsequently covered by an “all risk” policy with such endorsements as the Chargee may reasonably require from time to time, covering one hundred percent (100%) of the full replacement cost of the buildings, structures and improvements comprising any Property (including footings and foundations) including, without limitation, flood, earthquake, sewer backup and blanket building by-laws with no requirement to replace same on the same or adjacent site; (b) rental insurance covering one hundred percent (100%) of the total Rents from any Property for not less than a twenty-four (24) month period (to be determined once each calendar year); (c) comprehensive broad form boiler and machinery coverage; (d) “Comprehensive General Liability Form” of commercial general liability insurance coverage with

Exhibit 10.2

the “Broad Form CGL” endorsement, providing coverage on a per occurrence basis in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence; and (e) such other insurance as required by the Chargee pursuant to the Commitment Letter. The Chargors represent and warrant to the Chargee that all such insurance is in full force and effect from and after the initial Loan advance.
Policy Terms. All insurance required by this Article shall be subject to a stated amount of co-insurance or no co-insurance requirement, have a term of not less than one year and shall be in the form and amount and with such deductibles, endorsements and insurers as are acceptable to the Chargee from time to time in its sole discretion. Original or certified copies of all insurance policies and all renewals thereof shall be delivered by the Chargors to the Chargee prior to the initial Loan advance or policy expiry, as the case may be. If insurance certificates or binders evidencing such insurance and acceptable to the Chargee are delivered prior to the initial Loan advance or renewal, as the case may be, the original or certified copies of such insurance policies may be delivered to the Chargee within ninety (90) days thereafter. All property, income and boiler and machinery policies shall (i) contain either a stated amount endorsement or a waiver of any co-insurance provision, (ii) contain Canadian standard mortgage clauses in favour of the Chargee, and (iii) shall name the Chargee (or an insurance trustee on terms approved by the Chargee in its sole discretion) as first loss payee. The Chargors shall not carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required hereunder. If any insurance required by this Charge is not maintained by the Chargors at any time, the Chargee may (but is not obligated to) effect such insurance in any manner it shall determine in its sole discretion and all costs and expenses incurred by or on behalf of the Chargee in maintaining such insurance shall be payable by the Chargors to the Chargee forthwith on demand. Until paid, such costs and expenses together with interest thereon at the Interest Rate shall be added to the Loan Indebtedness and secured by this Charge. As additional and separate security for payment of the Loan Indebtedness, the Chargors hereby assign, transfer and set over to the Chargee, as a first Lien thereon, all legal and beneficial right, title and interest in and to all present and future insurance proceeds in respect of any Property and the Chargors hereby authorize and direct the issuer of any such insurance proceeds to distribute such proceeds as expressly provided pursuant to this Charge. Upon an Event of Default, all insurance proceeds and expropriation awards arising in respect of any Property shall, at the option of the Chargee in its sole discretion, be applied in reduction of the Loan Indebtedness.
Comply with Insurance Policies. The Chargors shall pay all premiums relating to all insurance required by this Article when due and, upon reasonable request of the Chargee, shall promptly deliver to the Chargee receipted invoices or other evidence of payment. The Chargors shall comply with all the terms of each insurance policy required by this Article and all requirements of the insurer of each such policy. The Chargors shall not by any action or omission invalidate any insurance policy required to be carried hereunder or materially increase the premiums on any such policy above the normal premium charged by the carrier of such policy.
- DAMAGE AND DESTRUCTION
Damage and Destruction/Restoration. If any damage or destruction in excess of One Million Dollars ($1,000,000.00) occurs to any Property, the Chargors shall: (i) give prompt written notice to the Chargee of any damage or destruction to such Property and cause such Property to be secured in a safe manner; (ii) promptly notify the Chargee of the Chargors’ good faith estimate of the cost of the work and materials required to repair or restore such damage or destruction (the “Restoration Work”); (iii) promptly commence and diligently prosecute the Restoration Work to completion in accordance with all Applicable Laws (including, without limitation, the Construction Act (Ontario)), to a standard at least equal to the replacement value and general utility of such Property immediately prior to such damage or destruction; and (iv) pay all costs and expenses incurred by any Lender Entity in connection with the recovery and administration of all insurance proceeds and the Restoration Work, including approving plans and specifications, inspecting the Restoration Work, and all reasonable architects’, adjusters’, lawyers’, engineers’ and other consultants’ fees and disbursements.
Application of Insurance Proceeds.
So long as no Event of Default has occurred and is continuing, the proceeds of all casualty insurance referred to in Section 5.01 (other than third party liability insurance, which may be

Exhibit 10.2

remitted to the applicable Borrower Entity without condition or further action by the Chargee) shall: (i) if the total amount of such proceeds is less than One Million Dollars ($1,000,000.00), be payable to the applicable Borrower Entity; (ii) if the total amount of such proceeds equals or exceeds One Million Dollars ($1,000,000.00) be payable to the Chargee to be held as additional security for the payment of the Loan Indebtedness, to be released by it to the applicable Borrower Entity upon receipt of: (1) an certificate of a senior officer of the applicable Borrower Entity stating that the proceeds of such insurance together with other funds held or arranged by such Borrower Entity is sufficient to fully repair, rebuild or replace the damage or destruction in respect of which the insurance proceeds are payable (and in which case such proceeds shall be released as and when needed and in such amounts as may be required to pay amounts in respect thereof); (2) a letter of undertaking of the applicable Borrower Entity to fully repair, rebuild and replace the damage or destruction in respect of which the insurance proceeds are payable; and (3) in the case of damage to any of the buildings on a Property, an opinion of an independent construction consultant that the funds requested, from time to time, will be sufficient to repair, replace or rebuild the damage or destruction in respect of which the insurance proceeds are payable; and (iii) the proceeds of business interruption insurance shall be paid to the applicable Borrower Entity.
If an Event of Default has occurred and is continuing: (i) the proceeds of all insurance other than third party liability and business interruption insurance shall be payable to the Chargee to be held by the Chargee as additional security for the payment of the Loan Indebtedness, to be applied by it, at the option of the Chargee, in reduction of such Loan Indebtedness or released to the applicable Borrower Entity in accordance with the provisions of Section 6.02(a) above; and (ii) the proceeds of business interruption insurance shall be payable to the Chargee to be held by the Chargee as additional security for the payment of the Loan Indebtedness, to be applied on account of ongoing obligations of the applicable Borrower Entity hereunder or in respect of the Properties as the same fall due from time to time and, to the extent of any surplus, firstly to arrears of such payments and thereafter, if the Chargee has opted to release proceeds of insurance as provided above, then the balance of the proceeds of business interruption insurance shall be payable to the applicable Borrower Entity failing which the balance, if any, remaining after application of such proceeds as aforesaid shall be paid to the Chargee as a partial prepayment of the Loan Indebtedness.
The proceeds of all insurance held by the Chargee shall, unless and until the same are applied or released to the applicable Borrower Entity as aforesaid, constitute continuing collateral security for the Loan Indebtedness.
Proceeds of Expropriation. All proceeds of expropriation (if such proceeds do not exceed Two Hundred and Fifty Thousand Dollars ($250,000.00)) shall be paid to the Applicable Borrower Entity and shall be re-invested in the Properties. All proceeds of expropriation which exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) (or following an Event of Default, all expropriation proceeds) shall be paid to and held by the Chargee and may be applied by the Chargee, in its sole option exercisable in its sole discretion, to reduction of the Loan Indebtedness then due or may be held by the Chargee as security for the Loan Indebtedness. As additional and separate security for payment of the Loan Indebtedness, the Chargors hereby assign, transfer and set over to the Chargee, as a first Lien thereon, all legal and beneficial right, title and interest in and to all present and future expropriation awards to be paid to the Chargee in respect of any Property in accordance with this Section 6.03, and the Chargors hereby authorize and direct the issuer of any such expropriation awards to make any such payment to be made to Chargee as provided in the preceding sentence, directly to the Chargee.
- EVENT OF DEFAULT AND REMEDIES
Acceleration. Upon the occurrence of an Event of Default, the entire Loan Indebtedness shall, at the option of the Chargee in its sole discretion, immediately become due and payable, with interest thereon at the Interest Rate to the date of actual payment thereof, all without notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, each of which are hereby expressly waived, and all the Chargee’s rights and remedies under this Charge, the other Loan Documents, and otherwise at law and in equity shall immediately become enforceable.

Exhibit 10.2

Power of Sale. Upon the occurrence of an Event of Default, the Chargee, upon giving the minimum notice required by Applicable Laws, may enter on, lease or sell the Properties. Any sale of any Property by the Chargee may be by public auction or private sale for such price and on such terms as to credit and otherwise with such conditions of sale as the Chargee in its sole discretion deems proper and in accordance with Applicable Laws. If any sale is for credit or for part cash and part credit, the Chargee will not be accountable for or be charged with any moneys until they are actually received. The Chargee may rescind or vary any contract or sale and may buy and re-sell any Property without being answerable for loss occasioned thereby. No purchaser will be bound to inquire into the legality, regularity or propriety of any sale or be affected by notice of any irregularity or impropriety. The Chargee may sell without entering into actual possession of any Property and while in possession will be accountable only for moneys which are actually received by it. The Chargee may, subject to the restrictions of Applicable Laws, sell parts of any Property from time to time to satisfy any portion of the Loan Indebtedness, leaving the remainder of such Property as security for the balance of the Loan Indebtedness. The Chargee may sell any Property or any portion of any Property subject to the balance of the Loan Indebtedness not yet due at the time of such sale. The costs of any sale or other enforcement proceedings pursuant to this Charge, whether such sale proves abortive or not, including taking, recovering or keeping possession of any Property or enforcing any other remedies pursuant to the Charge, shall be payable upon demand by the Chargors to the Chargee with interest thereon at the Interest Rate and until paid shall be added to the Loan Indebtedness and secured by this Charge.
General Rights of Chargee. Upon the occurrence of an Event of Default, the Chargee may, but will not be obligated to, perform or cause to be performed any obligations of the Chargors pursuant to this Charge and the other Loan Documents, and for such purpose may do such things as may be required, including entering upon the Properties and doing such things upon or in respect of the Properties as the Chargee reasonably considers necessary. No such performance by the Chargee shall relieve the Chargors from any default hereunder. The costs of all such actions taken by the Chargee shall be payable by the Chargors to the Chargee forthwith upon demand. Until paid, such costs together with interest thereon at the Interest Rate shall be added to the Loan Indebtedness and secured by the Charge.
Possession. Upon the occurrence of an Event of Default, the Chargee may enter into and take possession of any Property and shall be entitled to have, hold, use, occupy, possess and enjoy any Property without let, suit, hindrance, interruption or denial of the Chargors or any other Person. The Chargee may maintain, repair and complete the construction of any Property, inspect, manage, take care of, collect Rents and lease any Property or any part thereof for such terms and for such rents (which may extend beyond the Maturity Date) and on such conditions and provisions (including providing any leasehold improvements and tenant inducements) as the Chargee may determine in its sole discretion, which lease(s) shall have the same effect as if made by the Chargors, and all costs, charges and expenses incurred by the Chargee in the exercise of such rights (including allowances for the time, service or effort of any Person appointed by the Chargee for the above purposes, and all reasonable legal fees and disbursements incurred as between a solicitor and his own client), together with interest thereon at the Interest Rate, shall be payable forthwith by the Chargors to the Chargee, and until paid shall be added to the Loan Indebtedness and shall be secured by this Charge. Each lease or renewal of lease made by the Chargee while in possession of any Property shall continue for its full term notwithstanding the termination of the Chargee’s possession. No Lender Entity shall be liable for any loss or damage sustained by the Chargors or any other Person resulting from any lease entered into by the Chargee, any failure to lease any Property, or any part thereof, or from any other act or omission of the Chargee or any receiver in managing any Property, nor shall any Lender Entity be obligated to perform or discharge any obligation or liability of the Chargors under any lease, Loan Document or otherwise at law or in equity.
Carry on Business. Upon the occurrence of an Event of Default, the Chargee may in its sole discretion, carry on, or concur in the carrying on of all or any part of the business or undertaking of the Chargors relating to the Properties and enter on, occupy and use the Properties without charge by any Borrower Entity.
Borrow on the Security of the Properties. Upon the occurrence of an Event of Default, the Chargee may raise money on the security of the Properties or any part thereof in priority to this Charge or otherwise, as reasonably required for the purpose of the maintenance, preservation,

Exhibit 10.2

protection or completion of the Properties or any part thereof or to carry on all or any part of the business of the Chargors relating to the Properties.
Receiver. Upon the occurrence of an Event of Default, the Chargee may in its discretion, with or without entering into possession of any Property or any part thereof, by instrument in writing, appoint a “Receiver” (which shall include a receiver, a manager or a receiver and manager) of such Property or any part thereof with or without security and may from time to time remove any Receiver with or without appointing another in his stead, and in making such appointment or appointments or removing a Receiver the Chargee shall be deemed to be acting for the Chargors (provided that no such appointment shall be revocable by the Chargors). Upon the appointment of any such Receiver from time to time, and subject to the provisions of the instrument appointing such Receiver, the following provisions shall apply: (a) such Receiver may, in the discretion of the Chargee and by writing, be vested with all or any of the rights, powers and discretions of the Chargee; (b) such Receiver, so far as concerns the responsibility for his acts or omissions, shall be deemed the agent or attorney of the Chargors and not the agent of the Chargee (unless specifically appointed by the Chargee as the agent of the Chargee); (c) neither the appointment, removal or termination of such Receiver by the Chargee nor any act or omission by such Receiver shall incur or create any liability on the part of the Chargee to the Receiver in any respect or constitute the Chargee a chargee or mortgagee in possession of the Properties or any part thereof; (d) such Receiver shall be the irrevocable agent or attorney of the Chargors (unless the Chargee specifically appoints such Receiver as the agent for the Chargee) for the collection of all Rents falling due in respect of the Properties or any part thereof; (e) the rights and powers conferred herein in respect of the Receiver are supplemental to and not in substitution of any other rights and powers which the Chargee may have; (f) the Chargee may from time to time fix the remuneration for such Receiver, who shall be entitled to deduct the same out of revenue or sale proceeds of the Properties; (g) such Receiver shall have the power from time to time to lease any portion of the Properties which may become vacant for such term (which may extend beyond the Maturity Date) and shall have the power to accept surrenders of or terminate any lease, in each case on such terms and conditions as it may determine in its sole discretion and in so doing, such Receiver shall act as the attorney or agent of the Chargors and shall have authority to execute under seal any lease or surrender of any such premises or notice(s) of termination in the name of and on behalf of the Chargors, and the Chargors agree to ratify and confirm whatever any Receiver may do in the Properties; (h) such Receiver may make such arrangements, at such time or times as it may deem necessary without the concurrence of any other persons, for the repairing, completing, adding to, or managing of the Properties, including completing the construction of any incomplete building or buildings, structures, services or improvements on the Properties, and constructing or providing for leasehold improvements notwithstanding that the resulting cost may exceed the original Principal Amount; (i) such Receiver shall have full power to manage, operate, amend, repair or alter the Properties or any part thereof in the name of the Chargors for the purpose of obtaining rental and other income from the Properties or any part thereof; (j) no Receiver shall be liable to the Chargors to account for monies other than monies actually received by it in respect of the Properties and out of such monies so received from time to time such Receiver shall pay in the following order: (i) its remuneration aforesaid, (ii) all obligations, costs and expenses made or incurred by it, including any expenditures in connection with the management, operation, amendment, repair, construction or alteration of the Properties or any part thereof or any business or undertaking carried on by the Receiver thereon, (iii) interest, principal and other monies which may be or become a Lien upon the Properties from time to time in priority to this Charge, including all Realty Taxes, (iv) to the Chargee, all Loan Indebtedness and all reserves payable to the Chargee under the Commitment Letter, to be applied in such order as the Chargee in its discretion shall determine, and (v) at the discretion of the Receiver, interest, principal and other monies which may from time to time constitute a Lien on the Properties subsequent in priority or subordinate to the interest of the Chargee under this Charge, and such Receiver may retain in its discretion reasonable reserves to satisfy accruing amounts and anticipated payments in connection with any of the foregoing; (k) the Chargee may at any time and from time to time terminate any receivership by notice in writing to the Chargors and to any Receiver; and (l) the Chargors hereby release and discharge the Chargee and every Receiver from every claim of every nature, whether sounding in damages for negligence or trespass or otherwise, which may arise or be caused to the Chargors or any Person claiming through or under it by reason or as a result of anything done by the Chargee or any Receiver under the provisions of this paragraph. The Chargors agree to ratify and confirm all actions of any Receiver taken or made pursuant to this provision and agrees that neither the Receiver nor any other Lender Entity shall be liable for any loss sustained by the Chargors or any other Person resulting from any such action or failure to act.

Exhibit 10.2

Power of Attorney. The Chargors hereby grant to the Chargee, with full power of substitution, an irrevocable power of attorney coupled with an interest for the following purposes, in each case, solely during the occurrence of an Event of Default: (i) to make any of the leases referred to in Section 7.04, (ii) to obtain, collect and receive any insurance proceeds or expropriation awards however arising with respect to the Properties, to compromise or settle any claims relating to such proceeds or awards, to endorse any cheques, drafts or other instruments representing such proceeds or awards, and to execute and deliver all instruments, proofs of loss, receipts, and releases reasonably required in connection therewith, (iii) to correct any mistakes in and otherwise completing and perfecting any Loan Documents, (iv) to protect, perfect, preserve the security of the Loan Documents and to collect, enforce and realize on or under the Loan or the Loan Documents including the exercise of any of the rights, powers, authority and discretion of the Chargors in respect of the Properties, including collection of Rents and other money that may become or are now due and owing to the Chargors and (v) without limiting the foregoing, to make all necessary conveyances, deeds, transfers, assurances, receipts and other documents and instruments as may be necessary to transfer good and marketable title to all or any of the Properties and to complete all other matters pertaining thereto. The Chargors hereby ratify all actions of the Chargee pursuant to such power of attorney and confirms that no Lender Entity shall be liable for any loss sustained by the Chargors or any other Person resulting from any such action or any failure to act.
Concurrent Remedies. The Chargee may exercise all rights and remedies provided for in this Charge, any other Loan Document or otherwise under Applicable Laws concurrently or in such order and at such times as it may see fit and will not be obligated to exhaust any right or remedy before exercising any of its other rights or remedies provided for in this Charge, any other Loan Document or otherwise under Applicable Laws.
Judgments. The taking of a judgment or judgments against the Chargors or any other Person for breach of its obligations contained in this Charge or any other Loan Document will not merge or extinguish such obligations or affect the Chargee’s rights to interest on the Loan Indebtedness at the Interest Rate. Any such judgment may provide that interest thereon will be computed at the Interest Rate until such judgment is fully paid and satisfied.
Remedies Cumulative. The rights and remedies of the Chargee under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies otherwise provided under Applicable Laws. No right or remedy of the Chargee shall be exclusive of or dependent on any other right or remedy and any one or more of such rights and remedies may be exercised independently or in combination from time to time. Any single or partial exercise by the Chargee of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in any Loan Document shall not waive, alter, affect or prejudice any other right or remedy to which the Chargee may be lawfully entitled for such default or breach.
Extension of Time and Waiver. Neither any extension of time given by the Chargee to the Chargors or any Person claiming through the Chargors, nor any amendment to any Loan Document or other dealing by the Chargee with a subsequent owner of any Property will in any way affect or prejudice the rights of the Chargee against the Chargors or any other Person or Persons liable for payment of the Loan Indebtedness. The Chargee may waive any Event of Default in its sole discretion. No waiver will extend to a subsequent Event of Default, whether or not the same as or similar to the Event of Default waived, and no act or omission by the Chargee will extend to, or affect, any subsequent Event of Default or the rights of the Chargee arising from such Event of Default. Any such waiver must be in writing and signed by the Chargee. No failure on the part of the Chargee or the Chargors to exercise, and no delay by the Chargee or the Chargors in exercising, any right pursuant to this Charge or any other Loan Document will operate as a waiver of such right. No single or partial exercise of any such right will preclude any other or further exercise of such right or the exercise of any other right.
Discharge of Charge and Release. The Chargors shall, at their sole cost and expense, prepare and deliver to the Chargee’s solicitors, all discharges and releases reasonably required by the Chargors from the Chargee in respect of the Properties. All discharges and releases must be reviewed by, and be to the satisfaction of the Chargee’s solicitors, acting reasonably. The Chargor’s shall, on demand, pay all legal and other costs incurred by the Chargee to provide such discharges and releases required by the Chargors. All such discharges shall be executed and delivered by the Chargee to the Chargors, upon payment by the Chargors to the Chargee of all

Exhibit 10.2

Loan Indebtedness applicable thereto. Interest at the Interest Rate will continue to run and accrue on all Loan Indebtedness until full payment has been received by the Chargee. The Chargee may release in its discretion and at any time any Person or any part or parts of any Property from all or any part of the Loan Indebtedness or any security of the Loan Documents either with or without any consideration and without releasing any other part of any Property or any other Person from the Loan Documents or from any of the covenants contained in the Loan Documents, and without being accountable to the Chargors for the value of the land released or for any money except that actually received by the Chargee. Every part or lot into which any Property is or may hereafter be divided will stand charged with the entire Loan Indebtedness. The Chargee may grant time, renewals, extensions, indulgences, releases and discharges, may take securities from and give the same up, may abstain from taking securities from or from perfecting securities, may accept compositions and proposals, and may otherwise deal with the Chargors and all other Persons and securities as the Chargee may see fit without prejudicing the rights of the Chargee under the Loan or the Loan Documents.
- INDEMNITY
General Indemnity. Without limiting any other provision of any Loan Document, the Chargors shall indemnify and pay, protect, defend and save harmless the Chargee from and against all actions, proceedings, claims, demands, judgments, losses, damages, liabilities, costs or expenses (including legal fees and disbursements on a substantial indemnity or equivalent basis), imposed upon, made against or incurred by the Chargee arising from or relating to directly or indirectly (i) any breach of any Loan Document by any Borrower Entity or any remedial or other proceedings taken by any Lender Entity thereunder or pursuant thereto, (ii) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) any use, non use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iv) performance of any labour or services or the furnishing of any materials or other property in respect of any Property or any part thereof, (v) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with the Loan, any lease or other transaction involving any Property or any part thereof, (vi) any taxes, fees, costs or expenses attributable to the execution, delivery, filing, or recording of any Loan Document, (vii) any Lien or other claim arising on or against any Property or any part thereof or asserted against any Lender Entity with respect thereto; and/or (viii) the claims of any tenant or other Person arising under or relating to any lease. Any amounts payable to the Chargee hereunder shall constitute part of the Loan Indebtedness, bear interest at the Interest Rate until paid and shall be secured by this Charge.
- MISCELLANEOUS
Notice
Any notice, demand or other communication required or permitted to be given or made to the Chargors pursuant to this Charge may be given or made in any manner permitted or provided by the laws applicable thereto, notwithstanding any provision of any other Loan Document to the contrary. Subject to the foregoing, any such notice, demand or communication may be given or made, at the option of the Chargee by personal delivery, by prepaid ordinary or registered mail (to the address for service of the Chargors set out in this Charge or to the last known address of the Chargors as shown in the Chargee’s records) or by facsimile transmission to the facsimile number of the Chargors set out in Subsection 9.01(2) or the last known facsimile number of the Chargors as shown in the Chargee’s records. Such notice will be sufficient although not addressed to any Person by name or designation and notwithstanding that any Person to be affected thereby may be unknown, unascertained or under a disability. Subject to Applicable Laws, the giving of such notice in the manner aforesaid will be as effective as if the notice had been personally served on all Persons required to be served therewith.
Subject to Subsection 9.01(1), any demand, notice or communication to be made or given in connection with this Charge or any of the Loan Documents shall be in writing and may be made or given by personal delivery, by registered mail or by facsimile transmission addressed to the recipient as follows:

Exhibit 10.2

(i) to the Chargors:

c/o Smart Stop Self Storage REIT, Inc.10 Terrace Road, Ladera Ranch California, USA, 92694

Attention: H. Michael Schwartz and James Barry Email: hms@smartstop.com and JBarry@smartstop.com

(ii) to the Chargee:

c/o QuadReal Finance LP

Suite 515-1515 Douglas Street

Victoria, BC V8W 2G4

Attention: Mortgage

Email: mortgage.service@quadreal.com

or to such other address, individual or facsimile number as any party may designate by notice given to the other(s) in accordance with this Section. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been made or given on the day of actual delivery thereof, and if made or given by registered mail, on the third Business Day following the deposit thereof in the mail, and if made or given by facsimile transmission, on the first Business Day following the transmittal thereof. If the party giving any demand, notice or other communication knows or reasonably ought to know of any difficulties with the postal system that might affect the delivery of mail, such demand, notice or other communication shall not be mailed, but shall be given by personal delivery or by facsimile transmission.

Severability. If any term, covenant, obligation or agreement contained in this Charge, or the application thereof to any Person or circumstance, shall be invalid or unenforceable to any extent, the remaining provisions of this Charge or the application of such term, covenant, obligation or agreement to such other Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, obligation or agreement contained herein shall be separately valid and enforceable to the fullest extent permitted by law.
Governing Law. This Charge shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without application of any principle of conflict of laws which may result in laws other than the laws in force in Ontario applying to this Charge; and the Chargors consent to the jurisdiction of the courts of the Province of Ontario and irrevocably agrees that, subject to the Chargee’s election in its sole discretion, all actions or proceedings arising out of or relating to this Charge shall be litigated in such courts and the Chargors unconditionally accepts the non-exclusive jurisdiction of the said courts and waives any defense of forum non-conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Charge, provided nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Chargee to bring proceedings against the Chargors or any other Borrower Entity in the courts of any other jurisdiction.
Non-Merger. The terms and conditions of the Loan Documents will remain binding and effective on the parties to this Charge and will not merge in this Charge nor in any other Loan Document.
Successors and Assigns. This Charge will enure to the benefit of and be binding upon the Chargors, the Chargee and their respective successors and permitted assigns.
No Obligation to Advance. Neither the preparation, execution nor registration of this Charge will bind the Chargee to advance all or any part of the Principal Amount. The advance of a part of the Principal Amount will not bind the Chargee to advance any unadvanced portion of the Principal Amount. Each advance of the Loan shall be subject to and governed by the terms and conditions of the Commitment Letter.

Exhibit 10.2

Consent to Disclosure. The Chargors acknowledge and agree that the Loan may be sold, transferred or assigned, in whole or in part, by the Lender Entity to other more Persons without further notice to or the consent of the Chargors. Each Lender Entity from time to time may release, disclose, exchange, share, transfer and assign as it may determine in its sole discretion, all information and materials (including financial statements and information concerning the status of the Loan, such as existing or potential Loan defaults, lease defaults or other facts or circumstances which might affect the performance of the Loan) provided to or obtained by any Lender Entity relating to any Borrower Entity, the Properties or the Loan (both before and after any Loan advance and/or default) without restriction and without notice to or the consent of the Chargors or any other Borrower Entity as follows: (i) to any other Lender Entity; (ii) to any subsequent or proposed purchaser of the Loan, including any subsequent or proposed Lender Entity, and their respective third party advisors and or agents, such as lawyers, accountants, consultants, appraisers and credit verification sources; (iii) to the public or any private group in any offering memorandum, prospectus or other disclosure document (including all initial and continuing disclosure requirements), regardless of format or scope of distribution; (iv) to the public or other interested Persons, directly or indirectly through information service providers or other market participants, for the purpose of providing market information from time to time relating to the status of the Loan or any interest therein regardless of format or scope of distribution; (v) to any Governmental Authority having jurisdiction over any trade of any interest in the Loan; and (vi) to any other Person in connection with the sale, assignment or participation of the Loan or in connection with any collection or enforcement proceedings taken under or in respect of the Loan and/or the Loan Documents. The Chargors irrevocably consent to the collection, obtaining, release, disclosure, exchange, sharing, transfer and assignment of all such information and materials.

Notwithstanding anything to the contrary in this Charge, the Commitment Letter or any other Loan Document, in no event shall the Chargee be entitled to assign, sell, syndicate, finance, collateralize, securitize, or transfer all or any portion of the Loan, the Loan Documents and all other security therefor, to any Person that either directly or indirectly, holds an equity interest in, or operates a direct competing self-storage business.

Maximum Rate of Return. Notwithstanding any provision of any Loan Document to the contrary, in no event will the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable under the Loan exceed the effective annual rate of interest lawfully permitted under that Section and, if any payment, collection or demand pursuant to the Loan in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand will be deemed to have been made by mutual mistake of the Chargors and Chargee and the amount of such payment or collection shall either be applied to the Loan Indebtedness (whether or not due and payable), and not to the payment of interest (as defined in Section 347 of the said Criminal Code), or be refunded to the Chargors at the option of the Chargee. For purposes of each Loan Document, the effective annual rate of interest will be determined in accordance with generally accepted actuarial practices and principles over the Term of the Loan on the basis of annual compounding of the lawfully permitted rate of interest. In the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Chargee will be conclusive for the purposes of such determination.
Assignment. Save and except as expressly provided otherwise pursuant to Section 9.07 above, this Charge may be assigned by the Chargee at any time without prior notice to or consent of the Chargors. The Chargors shall not assign any of its rights and obligations under this Charge.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the Chargors have executed this Charge as of the date first noted above.

SST VI 19 ESANDAR DR, ULC
By:	/s/ H. Michael Schwartz
Name:	H. Michael Schwartz
Title:	Chief Executive Officer and President
I have authority to bind the Corporation.
SST VI 1230 LAKESHORE RD E, ULC
---	---
By:	/s/ H. Michael Schwartz
Name:	H. Michael Schwartz
Title:	Chief Executive Officer and President
I have authority to bind the Corporation.
SST VI 1770 APPLEBY LINE, ULC
---	---
By:	/s/ H. Michael Schwartz
Name:	H. Michael Schwartz
Title:	Chief Executive Officer and President
I have authority to bind the Corporation.
SST VI 2068 S SHERIDAN WAY, ULC
---	---
By:	/s/ H. Michael Schwartz
Name:	H. Michael Schwartz
Title:	Chief Executive Officer and President
I have authority to bind the Corporation.
SST VI 24-60 SANFORD AVE N, ULC
---	---
By:	/s/ H. Michael Schwartz
Name:	H. Michael Schwartz
Title:	Chief Executive Officer and President
I have authority to bind the Corporation.
SST VI 411 CITYVIEW BLVD, ULC
---	---
By:	/s/ H. Michael Schwartz
Name:	H. Michael Schwartz
Title:	Chief Executive Officer and President
I have authority to bind the Corporation.

Signature Page – Charge (Ontario)

Schedule “A”

Properties

Property Address	Legal / Beneficial Ownership	PIN / Legal Description
19 Esandar Drive, Toronto, ON	Legal Owner:<br><br>SST VI 19 ESANDAR DR, ULC<br><br>Beneficial Owner:<br><br>SST VI 19 ESANDAR DR, LLC	PIN 10369-0190(LT)<br><br>PT LT 13 CON 3 FTB TWP OF YORK PT 5 TO 7 64R10411; CITY OF TORONTO
1230 Lakeshore Road East, Mississauga, ON	Legal Owner:<br><br>SST VI 1230 LAKESHORE RD E, ULC<br><br>Beneficial Owner:<br><br>SST VI 1230 LAKESHORE RD E, LLC	PIN 13485-0304(LT)<br><br>PT LT 6 CON 3 SDS TORONTO PT 1, 43R20469; S/T TT119305; CITY OF MISSISSAUGA
1770 Appleby Line, Burlington, ON	Legal Owner:<br><br>SST VI 1770 APPLEBY LINE, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 1770 APPLEBY LINE, LLC	PIN: 07181-1327(LT)<br><br><br><br>PART BLOCK 3, PLAN M249, PART 1, PLAN 20R-21900; CITY OF BURLINGTON
2068 South Sheridan Way, Mississauga, ON	Legal Owner:<br><br>SST VI 2068 S SHERIDAN WAY, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 2068 S SHERIDAN WAY, LLC	PIN: 13429-0952(LT)<br><br><br><br>PART LOT 31, CONCESSION 2, SDS,(TORONTO) AS IN VS67469, RO510767, VS32808; SAVE AND EXCEPT PART 1, PLAN 43R38933; SUBJECT TO AN EASEMENT AS IN RO502828; SUBJECT TO AN EASEMENT AS IN VS420047; SUBJECT TO AN EASEMENT IN GROSS OVER PARTS 1 AND 2, 43R-39554 AS IN PR3694334; CITY OF MISSISSAUGA
24-60 Sanford Avenue North, Hamilton, ON	Legal Owner:<br><br>SST VI 24-60 SANFORD AVE N, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 24-60 SANFORD AVE N, LLC	PIN: 17199-0017(LT)<br><br>LTS 17, 18, 19, 20, 21, 22, 23 & 24, PL 46 ; PT LTS 25, 26, 27, 28, 29, 30, 31 & 32, PL 46 , AS IN VM231207 ; LANE, PL 46 , AS CLOSED BY ORDERS HA118450 & HA130962, AS IN VM231207; HAMILTON
411 Cityview Boulevard, Woodbridge, ON	Legal Owner:<br><br>SST VI 411 CITYVIEW BLVD, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 411 CITYVIEW BLVD, LLC	PIN: 03327-8199<br><br>PT BLK 133, PL 65M3899, PTS 1 TO 5 PL 65R35515; S/T EASEMENT OVER PTS 1, 2 AND 3 PL 65R35515 AS IN YR651192; S/T EASEMENT OVER PTS 2 AND 4 PL 65R35515 AS IN YR773653; CITY OF VAUGHAN<br><br>S/T SUBSECTION 44(1) OF THE LAND TITLES ACT, R.S.O. 1990 EXCEPT PARAGRAPHS 3 & 14 THEREOF. NOV. 21, 2000. THE FOLLOWING REMARK HAS BEEN ADDED ON 2008/05/13 AT 16:05 BY SHARON COLES

EX-10.3

Exhibit 10.3

DEBT SERVICE GUARANTEE

TO:	QuadReal Real Estate Debt (Canada) GP Inc., in its capacity as general partner of QuadReal Real Estate Debt (Canada) Limited Partnership
AND TO:	McCarthy Tétrault LLP
RE:	QuadReal Real Estate Debt (Canada) GP Inc. in its capacity as general partner of QuadReal Real Estate Debt (Canada) Limited Partnership (the “Lender”) loan to SST VI 19 Esandar Dr, ULC, SST VI 1230 Lakeshore Rd E, ULC, SST VI 1770 Appleby Line, ULC, SST VI 2068 S Sheridan Way, ULC, SST VI 24-60 Sanford Ave N, ULC, SST VI 411 Cityview Blvd, ULC and SST VI 1615 Franklin St, ULC (collectively, the “Borrowers”) secured by, inter alia, a Charge/Mortgage registered on title to the lands and premises municipally and legally described in Schedule “A” attached hereto (collectively, the “Properties”) pursuant to a commitment letter dated as of March 7, 2025 among, inter alios, the Borrowers, as borrowers, and QuadReal Finance LP on behalf of the Lender, as amended, supplemented, restated and replaced from time to time (the “Commitment”)<br><br>Loan No. 100567
DATE:	March 7, 2025

IN CONSIDERATION OF the Lender making the initial advance under the above‑noted loan transaction (the “Loan”) and the sum of TWO DOLLARS ($2.00) paid by the Lender to the undersigned, the receipt and sufficiency of which are acknowledged by them, the undersigned hereby jointly and severally irrevocably undertakes, covenants and agrees as follows:

to pay all amounts incurred or arising on account of debt servicing for the Properties when due (“Debt Service Amounts”);
to pay all Debt Service Amounts when and if the same arise and, in any event, upon demand for same by the Lender or its authorized agent. If any Debt Service Amounts are not promptly paid by the Borrowers forthwith after demand therefor by the Lender or its authorized agent, the Lender may, at its option, make any such payment on the Borrowers' behalf and any amount so paid shall become immediately due and payable to the Lender together with interest thereon at the rate then payable under the Loan calculated from the date of payment by the Lender until the date of repayment by the Borrowers;
that failure by the undersigned to comply with the foregoing undertakings, covenants and agreements shall constitute default by the Borrowers under the Loan and all security given in connection therewith, whereupon the Lender shall be entitled, at its option, to enforce all remedies available to it;
all debts and liabilities, present and future, of the Borrowers to Strategic Storage Trust VI, Inc. (the “Guarantor”) are assigned to the Lender and postponed to the obligations of the Borrowers to the Lender and all money received by the Guarantor in respect thereof will be held in trust for the Lender and forthwith upon receipt will be paid over to the Lender, the whole without in any way lessening or limiting the liability of the Guarantor hereunder

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‑ 2 ‑
and this assignment and postponement will remain in full force and effect until, in the case of the assignment, such amounts have been repaid. The Guarantor will not be entitled to subrogation until the Guarantor performs or makes payment to the Lender of all amounts owing by the Guarantor to the Lender under this Debt Service Guarantee and until all obligations owing by the Borrowers to the Lender under the Commitment, the Security Documents and all other loan documents (including, without limitation, all Loans and other amounts owing thereunder) have been repaid in full. Thereafter, the Lender will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, at the Guarantor’s expense, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the obligations of the Borrowers to the Lender and any security held therefor resulting from such performance or payment by the Guarantor;
liability under this Debt Service Guarantee is unlimited; and
this Debt Service Guarantee may be executed and delivered by telecopier, in PDF form or by other electronic transmission, and, if so executed and transmitted, shall be for all purposes as effective as if the parties had delivered an executed original document.

[signature page follows]

DATED as of the date first above written.

STRATEGIC STORAGE TRUST VI, INC.
Per:	/s/ H. Michael Schwartz
	Name: H. Michael Schwartz
	Title: Chief Executive Officer and President
I have authority to bind the corporation.

Signature Page – Debt Service Guarantee

SCHEDULE “A”

PROPERTIES

Property Address	Legal / Beneficial Ownership	PIN / Legal Description
19 Esandar Drive, Toronto, ON	Legal Owner:<br><br>SST VI 19 ESANDAR DR, ULC<br><br>Beneficial Owner:<br><br>SST VI 19 ESANDAR DR, LLC	PIN 10369-0190(LT)<br><br>PT LT 13 CON 3 FTB TWP OF YORK PT 5 TO 7 64R10411; CITY OF TORONTO
1230 Lakeshore Road East, Mississauga, ON	Legal Owner:<br><br>SST VI 1230 LAKESHORE RD E, ULC<br><br>Beneficial Owner:<br><br>SST VI 1230 LAKESHORE RD E, LLC	PIN 13485-0304(LT)<br><br>PT LT 6 CON 3 SDS TORONTO PT 1, 43R20469; S/T TT119305; CITY OF MISSISSAUGA
1770 Appleby Line, Burlington, ON	Legal Owner:<br><br>SST VI 1770 APPLEBY LINE, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 1770 APPLEBY LINE, LLC	PIN: 07181-1327(LT)<br><br>PART BLOCK 3, PLAN M249, PART 1, PLAN 20R-21900; CITY OF BURLINGTON
2068 South Sheridan Way, Mississauga, ON	Legal Owner:<br><br>SST VI 2068 S SHERIDAN WAY, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 2068 S SHERIDAN WAY, LLC	PIN: 13429-0952(LT)<br><br>PART LOT 31, CONCESSION 2, SDS,(TORONTO) AS IN VS67469, RO510767, VS32808; SAVE AND EXCEPT PART 1, PLAN 43R38933; SUBJECT TO AN EASEMENT AS IN RO502828; SUBJECT TO AN EASEMENT AS IN VS420047; SUBJECT TO AN EASEMENT IN GROSS OVER PARTS 1 AND 2, 43R-39554 AS IN PR3694334; CITY OF MISSISSAUGA
24-60 Sanford Avenue North, Hamilton, ON	Legal Owner:<br><br>SST VI 24-60 SANFORD AVE N, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 24-60 SANFORD AVE N, LLC	PIN: 17199-0017(LT)<br><br>LTS 17, 18, 19, 20, 21, 22, 23 & 24, PL 46 ; PT LTS 25, 26, 27, 28, 29, 30, 31 & 32, PL 46 , AS IN VM231207 ; LANE, PL 46 , AS CLOSED BY ORDERS HA118450 & HA130962, AS IN VM231207; HAMILTON

DOCPROPERTY "DocID" \* MERGEFORMAT 218322/597055 MTDOCS 60340053

411 Cityview Boulevard, Woodbridge, ON	Legal Owner:<br><br>SST VI 411 CITYVIEW BLVD, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 411 CITYVIEW BLVD, LLC	PIN: 03327-8199<br><br>PT BLK 133, PL 65M3899, PTS 1 TO 5 PL 65R35515; S/T EASEMENT OVER PTS 1, 2 AND 3 PL 65R35515 AS IN YR651192; S/T EASEMENT OVER PTS 2 AND 4 PL 65R35515 AS IN YR773653; CITY OF VAUGHAN<br><br>S/T SUBSECTION 44(1) OF THE LAND TITLES ACT, R.S.O. 1990 EXCEPT PARAGRAPHS 3 & 14 THEREOF. NOV. 21, 2000. THE FOLLOWING REMARK HAS BEEN ADDED ON 2008/05/13 AT 16:05 BY SHARON COLES
1615, 1625 and 1633 Franklin Street, Vancouver, British Columbia	Legal Owner:<br><br>SST VI 1615 FRANKLIN ST, ULC<br><br><br><br>Beneficial Owner:<br><br>SST VI 1615 FRANKLIN ST, LLC	PID: 031-060-668<br><br>LOT A BLOCK C DISTRICT LOT 183 GROUP 1 NEW WESTMINSTER DISTRICT PLAN EPP86314

EX-99.1

Exhibit 99.1

Strategic Storage Trust VI, Inc. Successfully Refinances Loans for Seven Properties

LADERA RANCH, Calif. – March 13, 2025 – Strategic Storage Trust VI, Inc. (“SST VI”), a publicly registered non-traded real estate investment trust sponsored by an affiliate of SmartStop Self Storage REIT, Inc. (“SmartStop”), has successfully refinanced loans on seven of its Canadian properties. This refinancing proactively addresses the loans’ upcoming 2025 maturities while lowering SST VI’s interest rate by approximately 170 basis points (bps) and reduces the annual interest expense by approximately $2.4M CAD as compared to the previous loans.

The refinanced portfolio consists of six properties in the Greater Toronto Area, Ontario, and one in Vancouver, British Columbia. These properties, acquired in various stages of lease up, have shown strong performance, with average occupancy rising from approximately 58% at acquisition to around 86% as of December 31, 2024. The improved loan terms further reinforce SST VI’s income and growth investment strategy, disciplined acquisition standards and ability to deliver long-term value to its shareholders.

"We are pleased to complete this refinancing, which not only resolves our near-term maturities but also meaningfully reduces our borrowing costs," said H. Michael Schwartz, Chairman and CEO of SST VI. "This transaction highlights our proactive financial management strategy and ongoing efforts to strengthen our balance sheet for sustained growth."

QuadReal Finance, L.P. served as the lender and servicer for the new loan. The refinancing reflects SST VI’s strong credit standing and the confidence of its lending partners. As SST VI continues optimizing its capital structure, the company remains focused on identifying further opportunities to enhance its financial flexibility and operational efficiency.

About Strategic Storage Trust VI, Inc. (SST VI):

SST VI is a Maryland corporation that was elected to qualify as a REIT for federal income tax purposes. SST VI’s primary investment strategy is to invest in income-producing and growth self-storage facilities and related self-storage real estate investments in the United States and Canada. As of March 13, 2025, SST VI has a portfolio of 13 operating properties in the United States comprising approximately 9,050 units and 1,080,000 rentable square feet (including parking); 11 properties with approximately 10,200 units and 1,065,000 rentable square feet (including parking) in Canada, joint venture interests in one operational and four development properties in two Canadian provinces (Ontario and Québec) and one wholly owned development property in Ontario.

About SmartStop Self Storage REIT, Inc. (SmartStop):

SmartStop Self Storage REIT, Inc. (“SmartStop”) is a self-managed REIT with a fully integrated operations team of approximately 560 self-storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC, also sponsors other self-storage programs. As of March 13, 2025, SmartStop has an owned or managed portfolio of 218 operating properties in 23 states, the District of Columbia, and Canada, comprising approximately 155,700 units and 17.5 million rentable square feet. SmartStop and its affiliates own or manage 39 operating self-storage properties in Canada, which total approximately 33,600 units and 3.4 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com.

Contact:

David Corak

Sr. VP of Corporate Finance & Strategy

SmartStop Self Storage REIT, Inc.

IR@smartstop.com