CROSS COLLATERALIZATION AND CROSS DEFAULT AGREEMENT
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CROSS COLLATERALIZATION AND CROSS DEFAULT AGREEMENT |
In order to induce ▇▇▇▇▇▇▇ Street Enterprises, LLC, a Kentucky limited liability company (“▇▇▇▇▇▇▇”), whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to lend the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (“▇▇▇▇▇▇▇ Note”) to SSTI ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company (herein, “Crescent Borrower”), SSTI ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC, a Delaware limited liability company (herein, “▇▇▇▇▇▇▇▇ Borrower”), and SSTI 281 Richwood RD, LLC, a Delaware limited liability company (herein, “▇▇▇▇▇▇ Borrower”, and together with Crescent Borrower and ▇▇▇▇▇▇▇▇ Borrower, hereafter collectively referred to as “Borrower”), whose mailing address is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and in order to induce Crescent Springs Storage, L.L.C., a Kentucky limited liability company (“Crescent”; both ▇▇▇▇▇▇▇ and Crescent are hereinafter referred to collectively as “Lender”), whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to lend the sum of Eight Hundred Thousand Dollars ($800,000.00) (“Crescent Note”) to Borrower; Lender and Borrower now hereby agree as follows:
| 1. | A default under (i) the ▇▇▇▇▇▇▇ Note, (ii) that certain Mortgage, Security Agreement and Financing Statement (the “▇▇▇▇▇▇ Mortgage”) executed by ▇▇▇▇▇▇ Borrower in favor of Lender of even date therewith, and/or (iii) that other certain Mortgage, Security Agreement and Financing Statement (the “▇▇▇▇▇▇▇▇ Mortgage”) executed by ▇▇▇▇▇▇▇▇ Borrower in favor of Lender of even date therewith, shall constitute a default under the Crescent Note. A default under the Crescent Note and/or the that certain Mortgage, |
| Security Agreement and Financing Statement (the “Crescent Mortgage”) executed by Crescent Borrower in favor of Crescent of even date therewith, shall constitute a default under the ▇▇▇▇▇▇▇ Note. | |
| 2. | The collateral for the ▇▇▇▇▇▇▇ Note, as described in the ▇▇▇▇▇▇▇ Mortgage and the ▇▇▇▇▇▇▇▇ Mortgage, shall also be considered as collateral for the Crescent Note, and the collateral for the Crescent Note, as described in the Crescent Mortgage, shall also be considered as collateral for the ▇▇▇▇▇▇▇ Note. “Collateral” shall be construed broadly to include both the real estate and personal property described in each of the ▇▇▇▇▇▇ Mortgage, the ▇▇▇▇▇▇▇▇ Mortgage and the Crescent Mortgage. |
| 3. | This Agreement is meant to supplement any other agreements between the parties and is to survive the closing and the execution of the Crescent Note, the ▇▇▇▇▇▇▇ Note, the ▇▇▇▇▇▇ Mortgage, the ▇▇▇▇▇▇▇▇ Mortgage and the Crescent Mortgage. |
| 4. | This Agreement is binding upon the respective heirs, successors and assigns of each party to it, but shall terminate and be null and void and of no further force or effect upon payment of the Crescent Note and the ▇▇▇▇▇▇▇ Note. |
| 5. | This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. |
DATED this 12th day of February, 2009.
▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇ Street Enterprises LLC, a Kentucky limited liability company By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Its: Managing Member
CRESCENT:
Crescent Springs Storage, L.L.C., a Kentucky limited liability company By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Its: Member
BORROWER:
SSTI ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company By: Strategic Storage Holdings, LLC, a Delaware limited liability company, its Manager By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President
SSTI ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC, a Delaware limited liability company By: Strategic Storage Holdings, LLC, a Delaware limited liability company, its Manager By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President
SSTI ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company By: Strategic Storage Holdings, LLC, a Delaware limited liability company, its Manager By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President