GUARANTY

GUARANTY

THIS GUARANTY (" Guaranty ") is executed as of the 25th day of September, 2008, by STRATEGIC STORAGE TRUST, INC., a Maryland corporation, and strategic storage operating partnership, l.p., a Delaware limited partnership (whether one or more herein called " Guarantor "), for the benefit of SPECTRUM REALTY MEZZANINE FUND I, LLC, a Delaware limited liability company (" Lender ").

1. 1. SSTI 15 MCCLURE DR, LLC, a Delaware limited liability company ("Florida Borrower") and SSTI 1742 PASS RD, LLC, a Delaware limited liability company ("Mississippi Borrower") (collectively " Borrower "), are indebted to Lender with respect to a loan (" Loan ") pursuant to that certain Secured Promissory Note dated of even date herewith, payable to the order of Lender in the original principal amount of $4,000,000.00 (together with all extensions, renewals, modifications, substitutions and amendments thereof, the " Note "), which is secured by the liens and security interests created by (i) that certain Mortgage and Security Instrument of even date herewith executed by Florida Borrower in favor of Lender, and (ii) that certain Deed of Trust and Security Agreement of even date herewith executed by Mississippi Borrower in favor of Lender (collectively referred to as the " Security Instrument "), and further evidenced, secured or governed by the other Loan Documents (as defined in the Note); and
   2. Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as hereinafter defined); and
   3. Guarantor is the owner of a direct or indirect interest in Borrower or a member of 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 for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1. 
   NATURE AND SCOPE OF GUARANTY

1. 1. GUARANTY OF OBLIGATIONS . Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender (and its successors and assigns), 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 absolutely, irrevocably and unconditionally 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.
   2. DEFINITION OF GUARANTEED OBLIGATIONS . As used herein, the term " Guaranteed Obligations " shall (i) mean each of the obligations of Borrower under the Environmental Indemnity (as defined in the Security Instrument), including without limitation the indemnification provisions contained therein, and (ii) be deemed to include, and Guarantor shall also be liable for, and shall indemnify, defend and hold Lender harmless from and against, any and all Losses (as hereinafter defined) incurred or suffered by Lender and arising out of or in connection with the matters listed below:

1. 2. 1. the misapplication or misappropriation of Rents (as defined in the Security Instrument) by Borrower;
      2. the misapplication or misappropriation of insurance proceeds or condemnation awards by Borrower;
      3. Borrower's failure to return or to reimburse Lender for all Personal Property (as defined in the Security Instrument) taken from the Property (as defined in the Security Instrument) by or on behalf of Borrower and not replaced with Personal Property of the same utility and of the same or greater value;
      4. any act of actual waste or arson by Borrower, any principal, affiliate, general partner or member thereof or by any Indemnitor (as defined in the Environmental Indemnity Agreements executed by the Borrower in favor of Lender of even date herewith) or any Guarantor;
      5. any fees or commissions paid by Borrower to any principal, affiliate, general partner or member of Borrower, any Indemnitor or any Guarantor in violation of the terms of this Guaranty, the Security Instrument or the other Loan Documents; or
      6. Borrower's failure to comply with the provisions of Article 10 of the Security Instrument.

            In addition, in the event (i) of any fraud, willful misconduct or material misrepresentation by Borrower, its general partners, if any, its members, if any, its principals, its affiliates, its agents or its employees or by any Guarantor or Indemnitor in connection with the Loan, (ii) of Borrower's breach or default of any of its obligations under the Loan Documents not cured within any applicable notice or cure period , or (iii) the Property or any part thereof becomes an asset in a voluntary bankruptcy or insolvency proceeding, then the Guaranteed Obligations shall also include the unpaid balance of the Debt (as defined in the Security Instrument).

            For purposes of this Guaranty, the term " Losses " includes any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, actual damages, losses, costs, reasonable expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, of whatever kind or nature (including but not limited to attorneys' fees and other costs of defense).

1. 3. NATURE OF GUARANTY . This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance, is joint and several and is not a guaranty of collection. This Guaranty shall continue to be effective with respect to any Guaranteed 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 and Guarantor'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 Guaranteed Obligations. 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.
   4. GUARANTEED OBLIGATIONS NOT REDUCED BY OFFSET . The Note, the Guaranteed Obligations, and the liabilities and obligations of Guarantor to 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 such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.
   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, Guarantor shall, 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 in lawful 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 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 of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.
   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 this Guaranty against Guarantor, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (ii) enforce Lender's rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender's rights against any other guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (vi) 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.
   7. WAIVERS . Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note or of any other Loan Documents agreed to by Borrower, (iv) the execution and delivery by Borrower and Lender of any other loan or credit 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, (v) the occurrence of any breach by Borrower or Event of Default (as defined in the Security Instrument), (vi) Lender's transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) 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 agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.
   8. PAYMENT 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 reasonable costs and expenses (including court costs and reasonable attorneys' fees) incurred by Lender in the enforcement hereof or the preservation of Lender's rights hereunder. The covenant contained in this section shall survive the payment and performance of the Guaranteed Obligations.
   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 prior release 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 obligations hereunder shall not be discharged except by Guarantor's performance of such obligations and then only to the extent of such performance.
   10. DEFERMENT OF RIGHTS OF SUBROGATION, REIMBURSEMENT AND CONTRIBUTION .

1. 10. 1. 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 any payment 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 or property of Borrower, whether or not the obligations of Borrower have been satisfied, all of such rights being herein expressly waived by such Guarantor until such time as the Loan has been repaid in full. Each Guarantor agrees not to seek contribution or indemnity or other recourse from any other guarantor. If any amount shall nevertheless be paid to a Guarantor by Borrower or any other 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 forthwith be 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 discharge of Borrower by virtue of any payment, court order or any applicable law.
       2. Notwithstanding the provisions of Section 1.10(a) , each Guarantor shall have and be entitled to (1) all rights of subrogation otherwise provided by applicable law in respect of any payment it may make or be obligated to make under this Guaranty and (2) all claims it would have against any other Guarantor in the absence of Section 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 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 Section 8.1(d) of the Security Instrument with respect to Borrower or any other Guarantor has existed at any time on and after the date of this Guaranty to and including the Subrogation Trigger Date which was not cured within any applicable notice and/or cure period and (y) the existence of each Guarantor's rights under this Section 1.10(b) would not make such Guarantor a creditor (as defined in the Bankruptcy Code, as such term is hereinafter defined) of Borrower or any other Guarantor in any insolvency, 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 the Guarantor shall not be deemed to be a "creditor" or "creditors" (as defined in Section 101 of the hereinafter defined Bankruptcy Code) of Borrower, or any other guarantor, by reason of the existence of this Guaranty, in the event that Borrower or any other 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 Guaranty outstanding, this waiver shall be deemed to be terminated.
   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.

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 affected by any of the 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 connection with any of the following:

2. 1. MODIFICATIONS . Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obl