LOAN AGREEMENT

     This Loan Agreement (the “Loan Agreement”) is made as of the 16th day of March, 2009, by and between SSTI 15 McClure Dr, LLC, a Delaware limited liability company (“McClure”), and SSTI 1742 Pass Rd, LLC, a Delaware limited liability company (“Pass”), jointly and severally (McClure and Pass being hereinafter referred to jointly and severally as “Borrower”), and BB&T Real Estate Funding LLC , a North Carolina limited liability company (“Lender”).

     Lender has agreed to make a loan to Borrower in the principal amount of $4,975,000.00 (the “Loan”), which Loan is evidenced by that certain Consolidated, Amended and Restated Promissory Note (the “Note”) executed by Borrower in favor of Lender of even date herewith and is secured by, among other things, that certain Consolidated, Amended and Restated Mortgage, Assignment of Rents and Leases and Security Agreement executed by McClure and that certain Deed of Trust, Assignment of Rents and Leases and Security Agreement executed by Pass (collectively, the "Security Instrument"), in favor of Lender of even date herewith encumbering certain real estate, together with all improvements owned by McClure and Pass respectively, and now or hereafter erected thereon, more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (collectively, the “Property”), that certain Guaranty Agreement executed by Strategic Storage Trust, Inc., a Maryland corporation (“Guarantor”), in favor of Lender of even date herewith (the “Guaranty Agreement”) and that certain Environmental Indemnity Agreement executed by Borrower and Guarantor in favor of Lender of even date herewith (the “Environmental Indemnity Agreement”). The Note, Security Instrument, Environmental Indemnity Agreement, this Loan Agreement, and all other documents now or hereafter executed by Borrower and/or Guarantor (as such term is defined in the Security Instrument) and by or in favor of Lender in connection with the Loan shall be collectively referred to as the “Loan Documents”.

     As a condition to making the Loan, Lender has required Borrower to execute this Loan Agreement and make the representations, warranties, covenants and agreements contained herein. To induce Lender to make the Loan, Borrower has agreed to enter into this Loan Agreement.

     Now, therefore, in consideration of Lender making the Loan and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agrees as follows:

1. Recitals. The foregoing recitals hereinabove set forth are hereby incorporated by this reference herein.

2. Representations and Warranties. Borrower hereby represents and warrants to Lender as follows:

(a) Borrower is comprised of two (2) limited liability companies which are duly organized, validly existing and in good standing in the State of Delaware and are qualified and in good standing in all jurisdictions where qualification is necessary. Borrower has all requisite power and authority, and has taken or caused to be taken all action necessary to execute, deliver, enter into and perform its obligations in accordance with this Loan Agreement, the Security Instrument, the

Note and the other Loan Documents. Upon execution and delivery hereof and thereof, this Loan Agreement, the Security Instrument, the Note and the other Loan Documents will constitute valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to the laws affecting the rights of creditors generally, and Lender will be entitled to the benefits of this Loan Agreement and the other Loan Documents.

(b) Borrower has filed or caused to be filed all federal, state and local tax returns, which are required to be filed, and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except as otherwise permitted by the provisions hereof. Borrower has no reason to believe that any additional taxes are due for prior calendar years that have been audited by the respective tax authorities beyond the amounts provided in the financial statements heretofore furnished to Lender.

(c) There are no federal tax claims or liens assessed or filed against Borrower, or, to the best of Borrower’s knowledge, any related entity or any principal thereof, and there are no judgments against Borrower unsatisfied of record or docketed in any court of the State in which the Property is located or in any other court located in the United States and no petition in bankruptcy has ever been filed by or against Borrower or any related entity, or any principal thereof, and neither Borrower nor, to the best of Borrower’s knowledge, any related entity or any principal thereof, has ever made any assignment for the benefit of creditors or taken advantage of any insolvency act or any act for the benefit of debtors.

(d) Borrower is the owner in fee of its respective Property , subject to the matters set forth in Lender’s policy of title insurance, as well as the owner of the personal property set forth as Exhibit “D” attached hereto and incorporated herein, and is or shall be the owner of all leases now or hereafter affecting the Property (the “Leases”). There are no Leases currently affecting the Property except as described on Exhibit “B” hereto. Borrower hereby indemnifies and holds Lender harmless from any and all loss that might result from and against any and all claims, liabilities and obligations of every kind, contingent or otherwise, arising from or related to the Leases or the operation of the Property.

(e) As of the date hereof, (i) Borrower is the owner and holder of its respective landlord’s interest under each Lease, (ii) there are no prior assignments of any Lease or any portion of rents, additional rents, charges, issues or profits due and payable or to become due and payable thereunder (hereinafter collectively referred to as the “Rents”) which are presently outstanding and have priority to the Security Instrument and intended to be duly recorded, (iii) no Lease has been modified or amended, except as may have been provided to Lender, (iv) each Lease is in full force and effect, (v) neither Borrower nor, to Borrower’s knowledge, any tenant under each Lease is in default under any of the terms, covenants or provisions of the Lease and Borrower has no knowledge of any event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease, (vi) neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease has commenced any action or given or served any notice for the purpose of terminating any Lease, (vii) all Rents due and payable under each Lease have been paid in full and no such Rents

have been paid more than one (1) month in advance of the due dates thereof, provided that Borrower shall be permitted to collect not more than six (6) months of pre-paid rent from not more than 5% of tenants, (viii) to Borrower’s knowledge, there are no offsets or defenses to the payment of any portion of the Rents, and (ix) no tenant under any Lease has an option to purchase the Property or any portion thereof.

(f) All fixtures and articles of personalty attached to the Property or used or usable in connection with the operation of the Property, except for trade fixtures or articles of personalty such as are owned or leased by the tenants of the buildings and improvements erected on the Property, have been fully paid for and are the property of the respective Borrower and are not subject to any conditional bills of sale, chattel mortgages or any other title retention agreements of a similar nature or to any other liens or encumbrances not hereinabove specifically referred to.

(g) Borrower’s possession of the Property is peaceable and undisturbed and, to the best of Borrower’s knowledge, not subject to any adverse possession claims. All liens for taxes and any governmental charges or assessments relating to the Property have been paid in full or when same become due, will be paid in full.

(h) Borrower possesses such licenses and permits as are required for the conduct of its business. No approval, consent, or authorization of any governmental authority which has not heretofore been obtained is necessary for the execution or delivery by Borrower of this Loan Agreement, the Note, or the Loan Documents or for the performance by Borrower of any of the terms or conditions hereof or thereof. All franchises, licenses and permits needed to operate the Property as self-storage facilities are free and clear of legal disqualifications or other restrictions of such a nature as would limit the full operation of the Property as presently conducted to the date of expiration of each such franchise, license or permit.

(i) There are no mechanics’ or materialmen’s liens, construction liens, lienable bills, or other claims constituting or that may constitute a lien on the Property, or any part thereof.

(j) All easements, utilities and related services necessary for the operation of the Property have been obtained or acquired and all streets and access thereto necessary for the operation of the Property have been dedicated and opened.

(k) Except as provided in those certain Preliminary Reports prepared by Zoning Info, Inc., dated September 23, 2008 with respect to the Property, (i) the Property and its use as self-storage facilities comply with all applicable restrictive covenants, zoning ordinances, and building codes, all applicable health and environmental laws and regulations, and (ii) the improvements, fixtures and equipment now or to be installed upon the Property do and will comply with all applicable zoning ordinances, building codes and other laws, rules and regulations and any restrictive covenants affecting the Property, and the use of such improvements is permitted by said restrictive covenants and zoning laws. Borrower has obtained all requisite zoning, utility, building, health, and operating permits from the governmental authority or municipality having jurisdiction over the Property. All

engineering specifications with respect to the Property are within applicable environmental standards. The public utility services are available to the Property within the boundary lines of the Property and are sufficient to meet the reasonable needs of the Property as currently used, and no other utility facilities are necessary to meet the reasonable needs of the Property as it is intended to be used. None of the Property is within an area of special flood hazards, and except as shown on the surveys of the Property provided to Lender, none of the improvements on the Property will create an encroachment over, across, or upon any of the Property’s boundary lines, rights-of-way, or easements, and no building or other improvements on adjoining land create such an encroachment.

(l) Unless specifically disclosed on the title policy issued in connection herewith, the Property is free and clear from all liens and security interests except the lien and security interest created by the Security Instrument and is not the subject of any financing statement filed in any public office except for the financing statement relating to the Security Instrument.

(m) No consent or approval of any regulatory body to the execution, delivery, or performance of the Loan Documents is required by law, except as may be specifically referred to therein.

(n) Except as set forth in Exhibit “C” hereto, Borrower has no knowledge of any suits, proceedings, or investigations pending or threatened against or affecting Borrower, Guarantor or the Property at law or in equity, or before or by any governmental or administrative agency or instrumentality, which, if adversely determined, would have a material adverse effect on Borrower, Guarantor or the Property, including, without limitation, the use, operation and value of the Property.

(o) There is no judgment, decree, or order of any court or governmental or administrative agency or instrumentality which has been issued against Borrower and which has or may have any material adverse effect on the Property, including, without limitation, the use, operation and value of the Property.

(p) The execution and the delivery of the Loan Documents do not contravene any law, order, decree, rule or regulation to which Borrower or its Property is subject.

(q) Borrower and Guarantor are solvent, are not bankrupt, are not contemplating nor have recently contemplated bankruptcy, receivership, or reorganization, and there are no outstanding liens, suits, garnishments, bankruptcies, or court actions which could render Borrower or Guarantor insolvent or bankrupt.

(r) There has been no material adverse change, financial or otherwise, in the condition of Borrower or the Property or in any feature of the Loan, from that theretofore disclosed to Lender in writing or in other supporting data submitted therewith. All payments and accounts with respect to the Property are current and are not in default.

(s) To Borrower’s knowledge, all of the information provided to Lender by Borrower in the request for the Loan is true and correct in all material respects and all statements, representations and warranties of Borrower contained therein and in any other Loan Document signed in connection herewith are true and correct in all material respects.

(t) The Property has not been damaged by fire or other casualty, is not the subject of any condemnation proceedings and there has been no material adverse change in the Property or the circumstances which supported the underwriting and approval of the Loan.

Borrower. To Borrower’s knowledge, and except as set forth in the Environmental Report (as defined in the Environmental Indemnity Agreement), Borrower (i) owns no property, including the Property, which is in violation of any applicable federal, state and local laws, ordinances, rules or regulations relating to Hazardous Materials, Asbestos or Lead-Based Paint (as such terms are defined in the Environmental Indemnity Agreement), and (ii) has no liabilities under any applicable federal, state and local laws, ordinances, rules or regulations relating to Hazardous Materials, Asbestos or Lead-Based Paint.

(w) The execution and delivery by Borrower of the Loan Documents will not violate any indenture, agreement, or other instrument to which Borrower is a party or by which Borrower or any of its property, including the Property, is bound, or be in conflict with, result in the breach of or constitute (with due notice and/or lapse of time) a breach or default under any such indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of Borrower, including the Property, except as contemplated by the provisions of the Loan Documents, and no action or approval with respect thereto by any third person is required.

(x) All documents necessary to authorize Borrower and Guarantor to execute the Loan Documents and to engage in any transaction or business in connection with which the Loan is made have been duly authorized, executed, and filed with the appropriate governmental authorities having jurisdiction over Borrower, Guarantor and the Property.

(y) Borrower hereby certifies that it has thoroughly reviewed the provisions of this Loan Agreement, the Note, the Security Instrument and other Loan Documents executed and delivered by Borrower in connection with the Loan, that Borrower has been advised and represented by counsel of its own choice in said transaction and that Borrower understands and consents to the provisions of such instruments.

(aa) To Borrower’s knowledge, Borrower has, in the conduct of the affairs of the Property, complied in all material respects with applicable laws, rules, regulations, ordinances and orders applicable to the assets covered by this Loan Agreement and the operation of the Property, including the Americans with Disabilities Act of 1990 (to the extent applicable), the Fair Housing Act of 1968, as amended (to the extent applicable), and those relating to the employment of labor, including those relating to wages, hours, collective bargaining, discrimination, OSHA, and the payment of social security and similar taxes, and is not now liable for any arrearage for wages or any taxes or tax penalties for failure to comply with any of the foregoing and, as of the date of this Loan Agreement, there are no controversies pending or, to Borrower’s knowledge, threatened between Borrower and any of its employees or labor unions or other collective bargaining unions representing any of the employees who work for Borrower or at the Property.

(bb) Borrower has no knowledge of any facts that might result in any claim, actions, suit, arbitration, or other proceeding which might materially adversely affect the business or condition of the Property or the assets covered by this Loan Agreement.

(cc) There exist no management or leasing agreements, other than those identified in Section 7, which affect the Property and no brokerage or other commission is due and unpaid in connection with any lease, tenancy or occupancy of the Property or any renewal thereof.

(dd) To Borrower’s knowledge, none of the funds or other assets of Borrower, Guarantor or any entity owning, directly or indirectly, an interest in Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701 et seq., the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001 (Public Law 107-56), The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated under any such legislation (any such person, entity or government being referred to herein as an “Embargoed Person”), with the result that the investment in Borrower, Guarantor or any such entity, whether directly or indirectly, is prohibited by law or the Loan made by Lender is in violation of law. To Borrower’s knowledge, (i) no Embargoed Person has any interest of any nature whatsoever in Borrower, Guarantor or any entity owning, directly or indirectly, an interest in Borrower or Guarantor with the result that the investment in