**Exhibit 10.23**

**GUARANTY**

****THIS GUARANTY**(“Guaranty”)**is executed as of September 5, 2007 by **U.S. Commercial LLC,**a Virginia limited liability company, **(“Commercial”), USA Self Storage REIT, Inc.,**a Maryland corporation **(“REIT I”)**and **USA Self Storage REIT II, Inc.,**a Maryland corporation **(“REIT II”)**(singularly and collectively referred to as **“Guarantor”),**for the benefit of **LaSalle Bank National Association,**a nationalbanking association, its successors and assigns **(“Lender”).**

A. Baffin Bay Self Storage, LLC, a Delawarelimited liability company **(“Borrower”)**is indebted to Lender with respect to a loan (the **“Loan”)**pursuant to that certain Promissory Note dated of even date herewith, payable to the order of Lender in the originalprincipal amount of $18,000,000.00 (together with all renewals, modifications, increases and extensions thereof, the **“Note”),**which is secured by the liens and security interests of a Deed of Trust, Security Agreement and FixtureFiling, of even date herewith (the **“Deed of Trust”),**and further evidenced, secured or governed by the other Loan Documents (as defined in the Note). Capitalized terms used in this Guaranty and not otherwise defined shall have themeanings assigned in the Deed of Trust. 

B. Lender is not willing to make the Loan, or otherwise extend credit, to Borrowerunless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined). 

C. Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower. 

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower thereunder, and to extend such additional credit as Lender may from time to time agree to extend under the Loan Documents, and forother good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 

**ARTICLE 1**

**NATURE AND SCOPE OF GUARANTY**

1.1 **Guaranty of Obligations.**Guarantor hereby irrevocably and unconditionally guarantees to Lender (and its successors andassigns), jointly and severally, the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably andunconditionally covenants and agrees that it is liable, jointly and severally, for the Guaranteed Obligations as a primary obligor, and that each Guarantor shall fully perform, jointly and severally, each and every term and provision hereof.

1.2 **Definition of Guaranteed Obligations.**As used herein, the term **“Guaranteed Obligations”**shall mean the unpaid balance of the Loan (as defined in the Note) in the event of (a) Borrower’s failure to make the first full monthly payment of principal and interest due under the Note, (b) a breach of the terms of Paragraphs15 or 16 of the Deed of Trust or (c) the voluntary filing by Borrower, or the filing against Borrower by any Guarantor or any affiliate of any Guarantor, or an involuntary bankruptcy filing against Borrower in which Borrower or Guarantor actsin collusion with the filing party with respect to the filing, of any proceeding for relief under any federal or state bankruptcy, insolvency or receivership laws or any assignment for the benefit of creditors made by Borrower. In addition, theGuaranteed Obligations shall also include and Guarantor shall also be liable for, and shall indemnify, defend and hold Lender harmless from and against, any and all loss, liability, damage, cost, expense, claim or other obligation (including withoutlimitation reasonable attorney’s fees and costs of defense) incurred or suffered by Lender and arising out of or in connection with the matters listed in subparagraphs (i) through (v) immediately below: 

 

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(i) any fraud, willful misconduct or material misrepresentation by Borroweror any Guarantor in connection with the Loan; 

(ii) any waste of the Property caused by act(s) or omission(s)of Borrower, its agents, affiliates, officers and employees; or the removal or disposal of any portion of the Property after an Event of Default under the Loan Documents to the extent such Property is not replaced by Borrower with like property ofequivalent value, function and design; 

(iii) the misapplication, misappropriation or conversion of:(A) any rents, security deposits, proceeds or other funds; (B) any insurance proceeds paid by reason of any loss, damage or destruction to the Property and not used by Borrower for restoration or repair of the Property when and aspermitted by the Loan Documents; and/or (C) any awards or amounts received in connection with the condemnation of all or any portion of the Property and not used by Borrower for restoration or repair of the Property when and as permitted by theLoan Documents; 

(iv) Borrower’s failure to deliver any security deposits collected with respect to theProperty to Lender or any other party entitled to receive such security deposits under the Loan Documents following a default; and any rents (including advanced or prepaid rents), issues, profits, accounts or other amounts generated by or related tothe Property attributable to, or accruing after a default, which amounts were collected by Borrower or any other party on its behalf or for its benefit and not turned over to the Lender or used to pay unaffiliated third parties for reasonable andcustomary operating expenses and capital expenditures for the Property, taxes and insurance premiums with respect to the Property or any other amounts required to be paid under the Loan Documents with respect to the Property; and/or 

(v) the breach of the obligations set forth in that certain Hazardous Substances Indemnification Agreement from Borrower andGuarantor to Lender of even date herewith, as hereinafter amended, if at all. 

1.3 **Nature of Guaranty.**ThisGuaranty is an irrevocable, absolute, continuing guaranty of payment and performance, is joint and several and is not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to anyGuaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate andGuarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to GuaranteedObligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note. 

1.4 **Guaranteed Obligations Not Reduced by Offset.**The Guaranteed Obligations and the liabilities and obligations of Guarantorto Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether suchoffset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise. 

1.5 **Payment by Guarantor.**If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at maturity or earlier by acceleration or otherwise, Guarantorshall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay inlawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be

 

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made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items ofGuaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof. 

1.6 **No Duty to Pursue Others.**It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce such payment by Guarantor, first to (a) institutesuit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce or exhaust any of Lender’s rights or remedies against any collateral which shall ever have been givento secure the Loan, (c) enforce Lender’s rights or remedies available to Lender against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking toenforce this Guaranty, or (e) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

1.7 **Waivers.**Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) anyloans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan orcredit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of any breach by Borrower or default,(f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest,proof of non-payment or default by Borrower, or (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreementsevidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed. 

**1.8Payment of Expenses.**In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs andreasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this paragraph shall survive the payment and performance of the Guaranteed Obligations.

1.9 **Effect of Bankruptcy.**In the event that, pursuant to any insolvency, bankruptcy, reorganization,receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any priorrelease or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligationshereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance. 

1.10 **Deferment of Rights of Subrogation, Reimbursement and Contribution.**

(a) Notwithstanding any payment or payments made by any Guarantor hereunder, no Guarantor will assert or exercise any right of Lender or of such Guarantor against Borrower to recover the amount of anypayment made by such Guarantor to Lender by way of subrogation, reimbursement, contribution, indemnity, or otherwise arising by contract or operation of law, and such Guarantor shall not have any right of recourse to or any claim against assets orproperty of Borrower, whether or not the obligations of Borrower have been satisfied, all of such rights being herein expressly waived by such Guarantor. Each Guarantor agrees not to seek contribution or indemnity or other recourse from any otherguarantor. If any amount shall nevertheless be paid to a Guarantor by Borrower or another Guarantor prior to payment in full of the Obligations (hereinafter defined), such amount shall be held in trust for the benefit of Lender and shall forthwithbe paid to Lender to be credited and applied to the Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and

 

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discharge of Borrower by virtue of any payment, court order or any applicable law. 

(b) Notwithstanding the provisions of **Subparagraph 1.10(a),**each Guarantor shall have and be entitled to (i) all rights of subrogation otherwise provided by applicable law in respect of anypayment it may make or be obligated to make under this Guaranty and (ii) all claims it would have against Borrower in the absence of **Subparagraph 1.10(a)**and to assert and enforce same, in each case on and after, but at no time prior to,the date (the **“Subrogation Trigger Date”)**which is ninety-one (91) days after the date on which all sums owed to Lender under the Loan Documents (the **“Obligations”)**have been paid in full, if and only if(x) no Event of Default of the type described in **Paragraph 20(f)**of the Deed of Trust with respect to any other Guarantor has existed at any time on and after the date of this Guaranty to and including the Subrogation Trigger Date and(y) the existence of each Guarantor’s rights under this **Subparagraph 1.10(b)**would not make such Guarantor a creditor (as defined in the Code, as such term is hereinafter defined) of Borrower or any other Guarantor in anyinsolvency, bankruptcy, reorganization or similar proceeding commenced on or prior to the Subrogation Trigger Date. 

1.11**Bankruptcy Code Waiver.**It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” or “creditors” (as defined in Section 101 of the Bankruptcy Code) of Borrower, or any suchguarantor, by reason of the existence of this Guaranty, in the event that Borrower or any such guarantor, becomes a debtor in any proceeding under the Bankruptcy Code, and in connection herewith, Guarantor hereby waives any such right as a“creditor” under the Bankruptcy Code. This waiver is given to induce Lender to make the Loan evidenced by the Note to Borrower. After the Loan is paid in full and there shall be no obligations or liabilities under this Guarantyoutstanding, this waiver shall be deemed to be terminated. 

1.12 **“Borrower.”**The term**“Borrower”**as used herein shall include any new or successor corporation, association, partnership (general or limited), joint venture, trust or other individual or organization formed as a result of any merger, reorganization,sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower. 

1.13 **Additional Waivers.**Without limiting the generality, scope or meaning of any of the foregoing or any other provision of this Guaranty, to the extent it is determined that California law is applicable to this Guaranty: 

(a) Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees thatby doing so Guarantor shall be liable even if Borrower had no liability at the time of execution of the Note, the Deed of Trust or any other Loan Document, or thereafter ceases to be liable. Guarantor hereby waives any and all benefits and defensesunder California Civil Code Section 2809 and agrees that by doing so Guarantor’s liability may be larger in amount and more burdensome than that of Borrower. Guarantor waives all rights to require Lender to pursue any other remedy it mayhave against Borrower, or any member of Borrower, including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Guarantor further waives any rights, defenses and benefits that may be derived from Sections 2787 to 2855,inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction and further waives all other suretyship defenses Guarantor would otherwise have under the laws of California or any other jurisdiction.

(b) Upon a default by Borrower, Lender in its sole discretion, without prior notice to or consent ofGuarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Loan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise oradjust the Loan or any part of it or make any other accommodation with Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Lender shall release or limit the liability of Guarantor,who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights,

 

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rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Guarantor expresslyagrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any securityfor the Loan. 

(c) Regardless of whether Guarantor may have made any payments to Lender, Guarantor herebywaives all rights to enforce any remedy that Lender may have against Borrower. The waiver given in this subsection (c) shall be effective until the Loan has been paid and performed in full. 

(d) Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election ofremedies, such as a nonjudicial foreclosure with respect to security for a guarantied obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code ofCivil Procedure or otherwise. Guarantor further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a, or any other similar law, to determine the size of any deficiency owing (for which any Guarantorwould be liable hereunder) following a nonjudicial foreclosure sale. 

(e) Without limiting the foregoing oranything else contained in this Guaranty, Guarantor waives all rights and defenses that Guarantor may have because Borrower’s Loan is secured by real property. This means, among other things: 

(i) that Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged byBorrower; and 

(ii) if Lender forecloses on any real property collateral pledged by Borrower: (x) theamount of the Loan may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) Lender may collect from Guarantor even if Lender, by foreclosing onthe real property collateral, has destroyed any right Guarantor may have to collect from Borrower. 

This subsection (e) isan unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections580a, 580b, 580d, or 726 of the California Code of Civil Procedure. 

(f) Guarantor waives all rights anddefenses arising out of any failure of the Lender to disclose to the Guarantor any information relating to the financial condition, operations, properties or prospects of Borrower now or in the future known to the Lender (Guarantor waiving any dutyon the part of the Lender to disclose such information). 

(g) Guarantor waives all rights and defenses, if any,now or hereafter arising under the laws of the State of Illinois, which are the same as or similar to the rights and defenses waived as described above. 

**ARTICLE 2**

**EVENTS AND CIRCUMSTANCES NOT REDUCING**

**OR DISCHARGING GUARANTOR’S OBLIGATIONS**

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affectedby any of the

 

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following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connectionwith any of the following: 

2.1 **Modifications.**Any renewal, extension, increase, modification, alteration orrearrangement of all or any part of the Guaranteed Obligations, Note, Loan Documents, or other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failureof Lender to notify Guarantor of any such action. 

2.2 **Adjustment.**Any adjustment, indulgence, forbearance orcompromise that might be granted or given by Lender to Borrower or any Guarantor. 

2.3 **Condition of Borrower orGuarantor.**The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the GuaranteedObligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization ofBorrower or Guarantor. 

2.4 **Invalidity of Guaranteed Obligations.**The invalidity, illegality or unenforceabilityof all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or anypart thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is **ultra vires,**(c) the officers or representatives executing the Note or the other Loan Documents orotherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement)which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrumentrepresenting part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note or any of theother Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other person be found not liable on the GuaranteedObligations or any part thereof for any reason. 

2.5 **Release of Obligors.**Any full or partial release of theliability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform,guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support ofany other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that Lender willlook to other parties to pay or perform the Guaranteed Obligations. 

2.6 **Other Collateral.**The taking oraccepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations. 

2.7 **Release of Collateral.**Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable orunjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations. 

2.8 **Care and Diligence.**The failure of Lender or any other party to exercise diligence or

 

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reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to anyneglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute tocompletion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations. 

2.9 **Unenforceability.**The fact that any collateral, security, security interest or lien contemplated or intended to be given,created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it beingrecognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the GuaranteedObligations. 

2.10 **Offset.**Any existing or future right of offset, claim or defense of Borrower against Lender,or any other party, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.11 **Merger.**The reorganization, merger or consolidation of Borrower into or with any other corporation orentity. 

2.12 **Preference.**Any payment by Borrower to Lender is held to constitute a preference under bankruptcylaws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else. 

2.13**Other Actions Taken or Omitted.**Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudicesGuarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay theGuaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemedsatisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations. 

**ARTICLE 3**

**REPRESENTATIONS AND WARRANTIES**

To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows: 

3.1 **Benefit.**Guarantor is an affiliate of Borrower or is the owner of a direct or indirect interest in Borrower, and hasreceived, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations. 

3.2 **Familiarity and Reliance.**Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to becreated as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty. 

3.3 **No Representation by Lender.**Neither Lender nor any other party has made any

 

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representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty. 

3.4 **Guarantor’s Financial Condition.**As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent,and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities. Therehave been no (a) assignment made for the benefit of Guarantor’s creditors, (b) appointment of a receiver for Guarantor or for Guarantor’s properties, or (c) bankruptcy, reorganization, or liquidation proceeding instituted byor against Guarantor. 

3.5 **Legality.**The execution, delivery and performance by Guarantor of this Guaranty andthe consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse oftime or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor.This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

3.6 **Survival.**All representations and warranties made by Guarantor herein shall survive the execution hereof.

3.7 **Review of Documents.**Guarantor has examined the Note and all of the Loan Documents. 

3.8 **Litigation.**Except as otherwise disclosed to Lender or set forth on Schedule 1 attached hereto and incorporated herein,there are no proceedings pending or, to Guarantor’s actual knowledge, threatened before any court, governmental or administrative agency which, if decided adversely to Guarantor, would materially adversely affect the financial condition ofGuarantor or the authority of Guarantor to enter into, or the validity or enforceability of this Guaranty. In addition, except as otherwise disclosed to Lender or set forth on Schedule 1 attached hereto and incorporated herein, (a) there are nooutstanding judgment(s) against or relating to Guarantor, (b) Guarantor has not (i) had any property foreclosed upon, (ii) given a deed in lieu of foreclosure, or (iii) been involved in any criminal proceedings where Guarantorwas the defendant and (c) Guarantor has not defaulted on any loan or other indebtedness. 

3.9 **Tax Returns.**Guarantor has filed all required federal, state and local tax returns and has paid all taxes as shown on such returns as they have become due. No claims have been assessed and are unpaid with respect to such taxes. 

****3.10 **OFAC.******Guarantor is not and will not become a person (individually, a **“Prohibited Person”**and collectively **“Prohibited Persons”)**listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, U.S. Department of the Treasury (the **“OFAC List”)**or otherwise subject to any other prohibitions or restriction imposed by laws, rules, regulations or executive orders, including Executive Order No. 13224, administered by OFAC (collectively the **“OFAC Rules”).**Guarantorrepresents and covenants that it also (a) is not and will not become owned or controlled by a Prohibited Person, (b) is not acting and will not act for or on behalf of a Prohibited Person, (c) is not otherwise associated with and willnot become associated with a Prohibited Person, (d) is not providing and will not provide any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person. Guarantorshall immediately notify Lender if Guarantor or any member, partner or beneficial owner of Guarantor becomes a Prohibited Person or (i) is indicted on or (ii) arraigned and held over on charges involving money laundering or predicatecrimes to money laundering. Guarantor will not enter into any transaction or undertake any activities related to the Loan in violation of the Federal Bank Secrecy Act, as amended (“**BSA**”), 31 U.S.C. §5311, et seq. or any federalor state laws, rules, regulations or executive orders, including, but not limited to, 18 U.S.C. §§1956, 1957 and 1960, prohibiting money laundering and terrorist financing (collectively **“Anti-Money**

 

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**Laundering Laws”).**Guarantor shall (A) not use or permit the use of any proceeds of the Loan in any way that will violate either the OFAC Rules or Anti-Money Laundering Laws,(B) comply and cause all of its subsidiaries to comply with applicable OFAC Rules and Anti-Money Laundering Laws, (C) provide information as Lender may require from time to time to permit Lender to satisfy its obligations under the OFACRules and/or the Anti-Money Laundering Laws and (D) not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the foregoing. Guarantor shallimmediately notify Lender if any Tenant becomes a Prohibited Person or (1) is convicted of, (2) pleads nolo contendere to, (3) is indicted on, or (4) is arraigned and held over on charges involving money laundering or predicatecrimes to money laundering. 

**ARTICLE 4**

**SUBORDINATION OF CERTAIN INDEBTEDNESS**

4.1 **Subordination ofAll Guarantor Claims.**As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether theobligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespectiveof the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall includewithout limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations to the extent the provisions ofParagraph 1.4 hereof are unenforceable. Upon the occurrence of an Event of Default or the occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive orcollect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims. 

4.2 **Claims inBankruptcy.**In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding soas to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments toLender. Should Lender receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims,then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the GuaranteedObligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims. 

4.3 **Payments Held in Trust.**In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor shouldreceive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shallhave absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender. 

4.4 **Liens Subordinate.**Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances uponBorrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of theGuaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce anycreditor’s right it may have

 

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against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencementof, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets ofBorrower held by Guarantor. 

**ARTICLE 5**

**MISCELLANEOUS**

5.1 **Waiver.**No failure to exercise,and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rightsof Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shallextend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 

5.2 **Notices.**Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to bereceived by the addressee on the first business day after such notice is tendered to a nationally recognized overnight delivery service or on the third day following the day such notice is deposited with the United States Postal Service first classcertified mail, return receipt requested, in either instance, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. Theaddresses of the parties hereto are as follows: 

**Guarantor****:******

U.S. Commercial LLC 

111 Corporate Drive 

Suite 120 

Ladera Ranch, California 92694 

USA Self Storage REIT, Inc. 

111 Corporate Drive 

Suite 120 

Ladera Ranch, California 92694 

USA Self Storage REIT II, Inc. 

111 Corporate Drive 

Suite 120 

Ladera Ranch, California 92694 

**Lender:**

LaSalle Bank National Association 

135 S. LaSalle Street 

Suite 3410 

Chicago, Illinois 60603 

Attn: Real Estate Capital Markets Re: Baffin Bay Self Storage 

**5.3Governing Law; Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD**

 

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**TO CONFLICTS OF LAW PRINCIPLES, AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED INTHE CITY OF CHICAGO AND STATE OF ILLINOIS IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY.**

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

5.5 **Amendments.**This Guaranty may be amended only by an instrument in writing executed by theparty or an authorized representative of the party against whom such amendment is sought to be enforced. 

5.6 **PartiesBound; Assignment.**This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, legal representatives, heirs, executors, and administrators; provided, however, that Guarantormay not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. 

5.7**Headings.**The article, paragraph and subparagraph headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty. 

5.8 **Recitals.**The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall beconsidered prima facie evidence of the facts and documents referred to therein. 

5.9 **Counterparts.**Tofacilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all personsrequired to bind any party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account formore than a single counterpart containing the respective signatures of, or on behalf of, and the respective acknowledgments of, each of the parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such counterpartwithout impairing the legal effect of the signatures or acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature or acknowledgment pages. 

5.10 **Financial Statements:**Guarantor shall furnish or cause to be furnished to Lender the following: 

(a) within sixty (60) days after the close of each fiscal year of Guarantor, a balance sheet of Guarantor dated as ofthe close of such fiscal year; 

(b) contemporaneously with its delivery to the Internal Revenue Service, copiesof any and all tax returns, requests for extension and other similar items; and 

(c) from time to time, suchadditional financial statements and financial information as Lender shall require. 

All balance sheets shall include, among other things,disclosure of all contingent liabilities and changes in financial condition, together with such supporting schedules and documentation as Lender shall require.

 

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All balance sheets shall be certified by Guarantor. 

5.11 **Rightsand Remedies.**If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights ofLender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude theconcurrent or subsequent exercise of any other right or remedy. 

5.12 **Entirety.**THIS GUARANTY EMBODIES THEFINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATINGTO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES,AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORALAGREEMENTS BETWEEN GUARANTOR AND LENDER. 

5.13 **Waiver of Right to Trial by Jury.**TO THE FULLEST EXTENT PERMITTEDBY LAW GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THISGUARANTY, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, INTENTIONALLY AND VOLUNTARILY BY GUARANTOR AND LENDER, AND ISINTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BYGUARANTOR. GUARANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTION WHICH IN ANY WAY MODIFIES OR NULLIFIES ITS EFFECT.GUARANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THE LOAN, THAT LENDER HAS RELIED ON THIS WAIVER IN ENTERING INTO THE LOAN DOCUMENTS AND THAT LENDER WILL CONTINUE TO RELY ON THIS WAIVER IN ITS FUTURE DEALINGS. GUARANTORFURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND ANY OTHER LOAN DOCUMENTS THAT GUARANTOR HAS ENTERED INTO AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGALCOUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 

5.14**Enforceability.**Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presentlyexist and/or may arise hereafter, (c) as part of Lender’s consideration for entering into this transaction, Lender has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantor hashad the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Lender that Guarantor isfully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses mightconfer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed

 

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waivers herein shall each and all be fully enforceable by Lender, and that Lender is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

5.15 **Limitation on Liability.**At such time as the Net Worth (defined below) of Commercial is at least“$10,000,000.00 for three (3) consecutive calendar months, (calculated in accordance with the methodology used to prepare Commercial’s financial statements which were submitted to Lender in connect with the Loan) and provided thatneither Borrower nor any Guarantor are in default under any of the Loan Documents, REIT I and REIT II shall have no further liability under this Guaranty. 

As used in this Section 5.15, the following terms shall have the meanings set forth below: 

(i) **“GAAP”** shall mean generally accepted accounting principles consistently applied. 

(ii) **“Net Worth”**shall mean, as of a given date, (x) the total assets of a Guarantor as of such date less (y) such Guarantor’s total liabilities as of such date, determinedin accordance with GAAP. 

**[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK:**

**SIGNATURE PAGE FOLLOWS]**

 

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EXECUTED as of the day and year first above written. 

 
**GUARANTOR:**U.S. Commercial LLC,a Virginia limited liability companyBy: 
/s/ H. Michael Schwartz
Name: H. Michael SchwartzIts: President
USA Self Storage REIT, Inc., a

Maryland corporation
By: 
/s/ H. Michael Schwartz
Name: H. Michael SchwartzIts:       President
USA Self Storage REIT II, Inc., a

Maryland corporation
By: 
/s/ H. Michael Schwartz
Name: H. Michael SchwartzIts:       President
 

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