Commitment Letter, dated as of March 7, 2025

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: ***@*** and ***@***

Dear Sirs/Madams:

Re: QuadReal Finance LP Mortgage Number:

Borrowers:

Beneficial Owners:

Indemnitor: STRATEGIC STORAGE TRUST VI, INC.
 

Properties:

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.

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.

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:

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

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

Borrowers:

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

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

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).

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:

(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.

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

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”.

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

The Loan will be interest only for the Term.

The interest rate for the Loan shall:

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).

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

Conventional first mortgage.

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.

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.

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:

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.

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

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.

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:

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;

(collectively, the “Security Documents”).

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.

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”.

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.

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

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.

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:

and if the application, filing, proceeding, petition or case is not dismissed, stayed or withdrawn within thirty (30) days of commencement thereof; or

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:

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”):

The Lender hereby consents to any SmartStop Transaction provided that:

CONVERSION:

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:

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

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.

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

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.

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.

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.

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: ***@***

with a copy to the Servicer at:

QuadReal Finance LP

Suite 515 – 1515 Douglas Street

Victoria, BC V8W 2G4

Attention: Mortgage

Email: ***@***

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:

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.

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.

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)

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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:

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.

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-

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

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

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

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

SCHEDULE “A”

BORROWERS, BENEFICIAL OWNERS, LEGAL DESCRIPTION & PERMITTED ENCUMBRANCES

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

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;

(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.

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.

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”.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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:

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.

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.

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:

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.

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

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 shall have occurred and be continuing on the date of the Initial Advance under the Loan.

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).

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.

PART II.

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

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:

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.

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:

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

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.

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:

Each of the Borrowers, Beneficial Owners and Indemnitor hereby:

SCHEDULE “D”

[Intentionally Deleted]

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:

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

Such assistance shall include:

[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:

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

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.

SCHEDULE “F”

CorPORATE CHART

[TO BE INSERTED]

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.

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:

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.

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.

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.

SCHEDULE “H”
Payor’s Authorization forM

Mortgage No.: __ MERGEFIELD Loan «Loan»____________

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

Suite 330 – 1515 Douglas St

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

E-mail: ***@***

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.

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.

________________________________

COMPANY NAME (the “Payor”)

by: _______________________ by: ______________________

Authorized Signatory Authorized Signatory

Name: Name:
Title: Title:

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.

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:

Email Address: Telephone Number:

OTHER contact:

Same as Page 1

Name and/or Title:

Email Address: Telephone Number:

SCHEDULE “J”
[Intentionally Deleted]

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 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: _______________________________

SCHEDULE “L”
TERMS AND CONDITIONS GOVERNING CORRA LOANS

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

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:

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:

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.

“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.

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

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.

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

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.