a copy of which is hereby acknowledged by [the][each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Acceptance Agreement as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the Term Loan Facility (including, without limitation, any guarantees
included in such facility) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] "Assigned
Interest"). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Acceptance
Agreement, without representation or warranty by [the][any] Assignor.
A-1
1. Assignor[s]:
2. Assignee[s]:
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender], if
applicable]
3. Borrower:
NSA OP, LP
4. Administrative Agent:
Capital One, National Association, as the administrative agent under the Credit
Agreement
5. Credit Agreement:
CREDIT AGREEMENT dated as of June 30, 2016, by and among NSA OP, LP, a limited
partnership formed under the laws of the State of Delaware (the "Borrower"), the
Lenders from time to time party thereto, and CAPITAL ONE, NATIONAL ASSOCIATION,
as Administrative Agent for the Lenders, and joined in for certain purposes by
certain Subsidiaries of the Borrower and NATIONAL STORAGE AFFILIATES TRUST, a
Maryland real estate investment trust ("NSA REIT" or the "Parent Guarantor").
6. Assigned Interest[s]:
Assignor[s]
Assignee[s]
Aggregate Amount of Commitment/
Loans for all Lenders
Amount of Commitment/
Loans Assigned
Percentage Assigned of Commitment/
Loans
CUSIP Number
$
$
%
$
$
%