First Amendment to CMBS SASB Mezzanine Loan Agreement, dated February 12, 2019

Exhibit 10.41

ACTIVE ###-###-####

This FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENT (this “Amendment”) is dated February 12, 2019 (the “Effective Date”) by and among SST II MEZZ BORROWER, LLC, a Delaware limited liability company (together with its successors and assigns as permitted herein, “SST II Mezz Borrower”), SST II TRS MEZZ, LLC, a Delaware limited liability company (together with its successors and assigns as permitted herein, “SST II TRS Mezz Borrower”), SSGT TRS MEZZ, LLC, a Delaware limited liability company (together with its successors and assigns as permitted herein, “SSGT TRS Mezz Borrower”; SST II Mezz Borrower, SST II TRS Mezz Borrower and SSGT TRS Mezz Borrower are individually and/or collectively, as the context requires, referred to herein as “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “KeyBank”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (together with its successors and assigns, “Citi”, together with KeyBank, collectively, together with their respective successors and assigns, “Lender”).

RECITALS:

WHEREAS, Borrower and Lender are parties to that certain Mezzanine Loan Agreement (the “Loan Agreement”), dated as of January 24, 2019, pursuant to which Lender agreed, subject to the terms and conditions set forth in the Loan Agreement, to make a loan to Borrower in the original principal amount of $55,000,000.00 (“Loan”), as provided in the Loan Agreement.  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

WHEREAS, the parties to the Loan Agreement desire to amend the Loan Agreement as set forth hereinbelow.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

AGREEMENT

1.Amendments to Loan Agreement.  The Loan Agreement is hereby amended as follows:

(a)The definition of “Spread” in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Spread” shall mean 465 basis points (4.65%) per annum.

2.Effect Upon Loan Documents.

(a)The Loan Agreement and the other Loan Documents shall remain in full force and effect and, except as specifically set forth herein, shall remain unmodified.  All references to “Loan Agreement” in the Loan Documents shall mean and refer to the Loan Agreement as modified and amended hereby.

(b)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Documents, or any other document, instrument or agreement executed and/or delivered in connection therewith.

3.Governing Law.  IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS

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AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA.  TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AMENDMENT AND THE NOTE, AND THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

4.Parties Bound/Execution.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs and legal representatives.  Each party represents that any individual executing this Amendment on behalf of such party has the authority to so act on behalf of such party.

5.Invalid Provision.  If any provision of this Amendment is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of the Amendment, such provision shall be fully severable and this Amendment shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Amendment and the remaining provisions of this Amendment shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Amendment, unless such continued effectiveness of this Amendment, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

6.Counterparts.  This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first set forth above.

BORROWER:

SST II MEZZ BORROWER, LLC,

a Delaware limited liability company

By:/s/ Michael S. McClure

Name: Michael S. McClure

Title:   President

SST II TRS MEZZ, LLC,
a Delaware limited liability company

By:Strategic Storage TRS II, Inc.,
a Delaware corporation, its Manager

By:/s/ Michael S. McClure

Name: Michael S. McClure

Title:   President

SSGT TRS MEZZ, LLC,
a Delaware limited liability company

By:SS Growth TRS, Inc.,
a Delaware corporation, its Manager

By:/s/ Michael S. McClure

Name: Michael S. McClure

Title:   President

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First Amendment to Mezzanine Loan Agreement

LENDER:

KEYBANK NATIONAL ASSOCIATION,
a national banking association

By:/s/ Cynthia Milioto

Name: Cynthia Milioto

Title:   Vice President

CITIGROUP GLOBAL MARKETS REALTY CORP.,
a New York corporation

By:/s/ Harry Kramer

Name: Harry Kramer

Title:   Vice President

First Amendment to Mezzanine Loan Agreement

CONSENT AND RATIFICATION OF GUARANTOR

The undersigned, as Guarantor under that certain Mezzanine Guaranty Agreement and that certain Mezzanine Environmental Indemnity Agreement, each dated as of January 24, 2019 (collectively, the “Guaranty Documents”) hereby unconditionally and irrevocably:  (a) consents to the execution and delivery of, and performance under, the First Amendment to Mezzanine Loan Agreement to which this consent is attached (the “Amendment”); (b) affirms its obligations under the Guaranty Documents to which it is a party; and (c) agrees that the execution and delivery of the Amendment shall not operate to release, discharge, serve as a defense to, or in any way alter or amend the obligations of the undersigned under the Guaranty Documents as to which it is a party, except as may specifically be amended or modified pursuant to the Amendment.    

Executed as of February ____, 2019.

STRATEGIC STORAGE TRUST II, INC.,

a Maryland corporation

By: /s/ Michael S. McClure

Name: Michael S. McClure

Title: President