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Strategic Storage Trust VI, Inc. Sample Contracts

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.
Limited Partnership Agreement • March 15th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Delaware

Strategic Storage Operating Partnership VI, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 15, 2020. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of March 17, 2022 among Strategic Storage Trust VI, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

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STRATEGIC STORAGE TRUST VI, INC. DEALER MANAGER AGREEMENT Up to $1.095 Billion in Shares of Common Stock
Dealer Manager Agreement • March 15th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • New York

Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.095 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold ($1.0 billion in shares to be offered to the public in the primary portion of the Offering (the “Primary Offering”), consisting of Class A Shares at a purchase price of $10.33 per Share (up to $450 million in Shares), Class T Shares at a purchase price of $10.00 per Share (up to $450 million in Shares) and Class W Shares at a purchase price of $9.40 per Share (up to $100 million in Shares), and $95 million in Shares to be offered pursuant to the Company’s distribution reinvestment plan (the “DRP”), consisting of Class A Shares at a purchase price of $9.81 per share, Class T Shares at a purchase price of $9.50 per share and Class W Shares at a purchase price of $9.40 per share. The Company reserves the right to reallocate the Shares offere

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 15th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • California

This AMENDED AND RESTATED ADVISORY AGREEMENT (this “Advisory Agreement”), dated as of March 17, 2022, is entered into by and among Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (the “Operating Partnership”), and Strategic Storage Advisor VI, LLC, a Delaware limited liability company (the “Advisor”), on the following terms and conditions.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 4th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Arizona

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between Vault at Riggs Road LLC, an Arizona limited liability company, VRR-1 LLC, an Arizona limited liability company, and VRR-2 LLC, an Arizona limited liability company (collectively “Seller”), and SST II Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 8th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Florida

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between A Space Storage Clarcona, LLC, a Florida limited liability company (“Seller”), and SST II Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

SPONSOR FUNDING AGREEMENT
Sponsor Funding Agreement • November 1st, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • California

This SPONSOR FUNDING AGREEMENT (this “Agreement”) is executed this 1st day of November, 2023 by and among Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (the “Operating Partnership”), and SmartStop REIT Advisors, LLC, a Delaware limited liability company (the “Sponsor”).

AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.
Limited Partnership Agreement • November 1st, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

In accordance with Section 4.3(a)(i) and Article 11 of the Second Amended and Restated Limited Partnership Agreement dated March 17, 2022 (the “Partnership Agreement”) of Strategic Storage Operating Partnership VI, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to reflect certain changes in share classification of Strategic Storage Trust VI, Inc. (the “General Partner”) and the issuance of Series C Subordinated Convertible Units (“Series C Units”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

GUARANTY OF PAYMENT AND RECOURSE CARVE-OUTS
Guaranty of Payment and Recourse Carve-Outs • May 2nd, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Illinois

This GUARANTY OF PAYMENT AND RECOURSE CARVE-OUTS dated as of April 26, 2022 (this “Guaranty”), is executed by STRATEGIC STORAGE TRUST VI, INC., a Maryland corporation (“SST VI”), and STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P., a Delaware limited partnership (“OP VI”), (SST VI and OP VI are each, a “Guarantor” and collectively, “Guarantors”), to and for the benefit of THE HUNTINGTON NATIONAL BANK (in its individual capacity and in its capacity as lead arranger and administrative agent acting for itself and the Banks, “Lender”).

Series A Cumulative Redeemable Preferred Unit PURCHASE AGREEMENT
Series a Cumulative Redeemable Preferred Unit Purchase Agreement • January 31st, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Delaware

THIS Series A Cumulative Redeemable Preferred Unit PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 30th day of January, 2023, by and among Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (the “Operating Partnership”), Strategic Storage Trust VI, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company”), and SSSR Preferred Investor, LLC, a Delaware limited liability company (the “Purchaser”).

SYNDICATED TERM LOAN AGREEMENT between THE HUNTINGTON NATIONAL BANK, as Lead Arranger and Administrative Agent and THE FINANCIAL INSTITUTIONS PARTY HERETO, as Co-Lenders and SST VI 1723 WOODBOURNE RD, LLC, SST VI 401 BELLEVUE RD, LLC, and SST VI 4836...
Syndicated Term Loan Agreement • May 2nd, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Illinois

THIS SYNDICATED TERM LOAN AGREEMENT (this “Agreement”) is executed as of April 26, 2022, by and between SST VI 1723 WOODBOURNE RD, LLC, SST VI 401 BELLEVUE RD, LLC, and SST VI 4836 SE POWELL BLVD, LLC, each a Delaware limited liability company (individually or collectively, as the context may require, “Borrower”), each of the lending institutions listed on Schedule 2.1 hereto and which may now or hereafter become parties hereof (individually, a “Bank” and collectively, the “Banks”), and THE HUNTINGTON NATIONAL BANK (in its individual capacity, “Huntington”, and in its capacity as lead arranger and administrative agent acting for itself and the Banks “Administrative Agent”).

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P. ESTABLISHING SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS OF LIMITED PARTNERSHIP INTEREST
Limited Partnership Agreement • January 31st, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

In accordance with Section 4.3(a)(i) and Article 11 of the Second Amended and Restated Limited Partnership Agreement, effective as of March 17, 2022 (the “Partnership Agreement”), of Strategic Storage Operating Partnership VI, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to establish a series of up to 600,000 preferred units of limited partnership interest of the Partnership which shall be designated the “Series A Cumulative Redeemable Preferred Units” (the “Preferred Units”), having the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth below and which shall be issued to SSSR Preferred Investor, LLC (the “Purchaser”). Certain terms used herein are defined in Section 11 of Exhibit I hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

INVESTORS’ RIGHTS AGREEMENT
Investors' Rights Agreement • May 3rd, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • New York

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2023, is by and between Strategic Storage Trust VI, Inc. a Maryland corporation (the “Company”), and Extra Space Storage LP, a Delaware limited partnership (the “Purchaser”). The Purchaser and any other Person who may become a party hereto pursuant to Section 5(c) are referred to individually as a “Stockholder” and collectively as the “Stockholders.”

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 4th, 2021 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Ontario

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is hereby made and entered into as of the Effective Date (as defined below) by and between HOME DEPOT HOLDINGS INC. (hereinafter referred to as the “Seller”), and SST II ACQUISITIONS, LLC (hereinafter referred to as the “Purchaser”).

GUARANTY OF RECOURSE OBLIGATIONS
Guaranty of Recourse Obligations • February 8th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”), dated as of December 30, 2021, is made by STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P., a Delaware limited partnership (“Guarantor”), for the benefit of SMARTSTOP OP, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).

PREFERRED STOCK PURCHASE AGREEMENT dated as of May 1, 2023 by and between Strategic Storage Trust VI, Inc. and Extra Space Storage LP
Preferred Stock Purchase Agreement • May 3rd, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Maryland

PREFERRED STOCK PURCHASE AGREEMENT, dated as of May 1, 2023 (this “Agreement”), by and between Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), and Extra Space Storage LP, a Delaware limited partnership (the “Purchaser”).

MEZZANINE LOAN AGREEMENT Dated as of December 30, 2021 by and between SST VI MEZZ, LLC (as Borrower) and SMARTSTOP OP, L.P. (as Lender)
Mezzanine Loan Agreement • February 8th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • New York

THIS MEZZANINE LOAN AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this “Agreement”), dated as of December 30, 2021 (the “Closing Date”), is made by and between SMARTSTOP OP, L.P., a Delaware limited partnership, having an address at 10 Terrace Road, Ladera Ranch, California 92694 (together with its successors and assigns, “Lender”), and SST VI MEZZ, LLC, a Delaware limited liability company, having its principal place of business at 10 Terrace Road, Ladera Ranch, California 92694 (together with its permitted successors and assigns, “Borrower”).

AMENDMENT NO. 2 TO DEALER MANAGER AGREEMENT AND PARTICIPATING DEALER AGREEMENT
Dealer Manager Agreement and Participating Dealer Agreement • November 1st, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • California

This Amendment No. 2 to Dealer Manager Agreement and Participating Dealer Agreement (this “Amendment”) is made and entered into as of this 17th day of October, 2023 by and among Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), and Pacific Oak Capital Markets, LLC, a Delaware limited liability company (the “Dealer Manager”).

CONTRIBUTION AGREEMENT SMART LIMITED PARTNERSHIP III - and - SST VI CANADIAN LP, ULC August 31, 2021 STONEY CREEK, ONTARIO
Contribution Agreement • December 7th, 2021 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Ontario

WHEREAS the Parties have agreed to enter into this Agreement to set out their agreement in respect of, among other things: (i) the formation of the Limited Partnership; and (ii) the transfer and contribution of the Contributed Property to the Limited Partnership;

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 8th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 9th day of November, 2021, by and between A Space Storage Clarcona, LLC, a Florida limited liability company (“Seller”), and SST II Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 8th, 2022 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 30th day of November, 2021, by and between A Space Storage Clarcona, LLC, a Florida limited liability company (“Seller”), and SST II Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

Contract
Subscription Agreement • March 29th, 2024 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

SUBSCRIPTION AGREEMENT APPENDIX A Any person(s) desiring to subscribe for shares of common stock (the “Shares”) in Strategic Storage Trust VI, Inc. (the “Company”) should carefully read and review the prospectus, as supplemented and amended to date (the “Prospectus”), and if he/she/they desire(s) to subscribe for Shares, complete the Subscription Agreement that follows these instructions. Follow the appropriate instructions listed below for the indicated section. Please type the information or print in ballpoint pen. AN INVESTMENT IN STRATEGIC STORAGE TRUST VI, INC. CANNOT BE COMPLETED UNTIL AT LEAST FIVE (5) BUSINESS DAYS AFTER THE INVESTOR RECEIVED THE FINAL PROSPECTUS. IF AN INVESTOR’S SUBSCRIPTION IS ACCEPTED, THEN THE COMPANY WILL SEND THE INVESTOR CONFIRMATION OF THEIR PURCHASE AFTER THEY HAVE BEEN ADMITTED AS AN INVESTOR. (1) INVESTMENT Enter the Investment Amount to be invested in either Class Y or Class Z Shares. Please refer to our Prospectus, including the “Questions and Ans

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CREDIT AGREEMENT BETWEEN SST VI 19 ESANDAR DR, LLC, SST VI 19 ESANDAR DR, ULC, SST VI 1230 LAKESHORE RD E, LLC, SST VI 1230 LAKESHORE RD E, ULC, SST VI 1770 APPLEBY LINE, LLC, SST VI 1770 APPLEBY LINE, ULC, SST VI 2068 S SHERIDAN WAY, LLC, SST VI 2068...
Credit Agreement • June 22nd, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Ontario

WHEREAS the Borrowers have requested the Credit Facility and the Lenders have agreed to provide the Credit Facility to the Borrowers for the purposes set out in Section 2.02 and upon and subject to the terms and conditions set out in this Agreement;

THIS REVIVAL AND AMENDING AGREEMENT dated as of the 21st day of April, 2021. BETWEEN:
Revival and Amending Agreement • May 28th, 2021 • Strategic Storage Trust VI, Inc.
GUARANTY (EXCEPTIONS TO NON-RECOURSE GUARANTY)
Guaranty • August 4th, 2021 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

This GUARANTY (this “Guaranty”) is entered into as of July 8, 2021, by the undersigned STRATEGIC STORAGE TRUST VI, INC., a Maryland corporation (“Guarantor”), for the benefit of SKYMAR CAPITAL CORPORATION, a Delaware corporation, and/or any subsequent holder of the Note (“Lender”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 7th, 2021 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 17th day of November, 2021, by and between Advance Self Storage, LLC, a Florida limited liability company (“Seller”), and SST II Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT This instrument constitutes a Fixture Filing
Deed of Trust, Assignment of Rents and Security Agreement • August 4th, 2021 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (this “Instrument”) is made as of July 8, 2021, and is given by the Trustor/Grantor, SST VI 8570 S DURANGO DR, LLC, a Delaware limited liability company whose address is 10 Terrace Road, Ladera Ranch, California 92694 (“Borrower”), to FIRST AMERICAN TITLE INSURANCE COMPANY, a Texas corporation whose address is 8311 W Sunset, Suite 100, Las Vegas, Nevada 89113 (“Trustee”), for the benefit of the Beneficiary, SKYMAR CAPITAL CORPORATION, a Delaware corporation, whose address is One Datran Center, 9100 South Dadeland Blvd., Suite 700, Miami, Florida 33156, together with its successors, assigns and transferees (“Lender”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 31st, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Ontario

THIS PURCHASE AND SALE AGREEMENT (this Agreement) is dated as of the date it has been executed and delivered by all parties hereof (the Effective Date) and is between NYX DON MILLS STORAGE LP (the Seller), DON MILLS STORAGE INC. (the Nominee) and SST II ACQUISITIONS, LLC, (the Purchaser), a Delaware limited liability company.

OMNIBUS SECOND AMENDMENT TO MEZZANINE LOAN DOCUMENTS
Mezzanine Loan Documents • March 22nd, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • New York

This Omnibus second Amendment to Mezzanine Loan Documents (the “Amendment”) is made and entered into as of December 20, 2022 (the “Amendment Effective Date”), by and between SMARTSTOP OP, L.P., a Delaware limited partnership, having an address at 10 Terrace Road, Ladera Ranch, California 92694 (together with its successors and assigns, “Lender”), and SST VI MEZZ, LLC, a Delaware limited liability company, having its principal place of business at 10 Terrace Road, Ladera Ranch, California 92694 (together with its permitted successors and assigns, “Borrower”).

JOINDER AGREEMENT AND THIRD AMENDMENT TO LOAN DOCUMENTS
Joinder Agreement and Third Amendment to Loan Documents • April 19th, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Illinois

This JOINDER AGREEMENT AND THIRD AMENDMENT TO LOAN DOCUMENTS (this “Agreement”), dated as of April 13, 2023 (the “Effective Date”), is entered into among SST VI 11203 N US HWY 301, LLC and SST VI 10030 EW PAPPY RD, LLC, each a Delaware limited liability company (“New Borrowers”), SST VI 4836 SE POWELL BLVD, LLC, SST VI 401 BELLEVUE RD, LLC, SST VI 1723 WOODBOURNE RD, LLC, SST VI 12220 E RIGGS RD, LLC, SST VI 16600 SE 18TH ST, LLC, SST VI 6424 14TH ST W, LLC, SST VI 2200 CORAL HILLS RD, LLC, SST VI 4715 E BASELINE RD, LLC, SST VI 4730 E BASELINE RD, LLC, and SST VI 11658 W BELL RD, LLC, each a Delaware limited liability company (collectively, “Existing Borrowers”, and together with New Borrowers, “Borrowers”), STRATEGIC STORAGE TRUST VI, INC., a Maryland corporation (“SST VI”), STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P., a Delaware limited partnership (“OP VI”, SST VI and OP VI are collectively, “Guarantors”), THE HUNTINGTON NATIONAL BANK (in its individual capacity, “Huntington”,

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 12th, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts • Ontario

THIS PURCHASE AND SALE AGREEMENT (this Agreement) is dated as of the date it has been executed and delivered by all parties hereof (the Effective Date)

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 28th, 2021 • Strategic Storage Trust VI, Inc. • Ontario

THIS PURCHASE AND SALE AGREEMENT (this Agreement) dated this 18th day of November, 2020, by and between 2474177 ONTARIO INC. an Ontario Corporation (the Seller), and SST II ACQUISITIONS, LLC. (the Purchaser) a Maryland corporation.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 7th, 2021 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 14th day of October, 2021, by and between Advance Self Storage, LLC, a Florida limited liability company (“Seller”), and SST II Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

TERM LOAN AGREEMENT Dated as of April 16, 2021 by and between STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P. (as Borrower) and SMARTSTOP OP, L.P. (as Lender)
Term Loan Agreement • May 28th, 2021 • Strategic Storage Trust VI, Inc. • New York

THIS TERM LOAN AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this “Agreement”), dated as of April 16, 2021 (the “Closing Date”), is made by and between SMARTSTOP OP, L.P., a Delaware limited partnership, having an address at 10 Terrace Road, Ladera Ranch, California 92694 (together with its successors and assigns, “Lender”), and STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P., a Delaware limited partnership, having its principal place of business at 10 Terrace Road, Ladera Ranch, California 92694 (together with its permitted successors and assigns, “Borrower”).

AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • March 22nd, 2023 • Strategic Storage Trust VI, Inc. • Real estate investment trusts

This Amended and Restated Promissory Note (this “Note”) constitutes the amendment and restatement in its entirety of the Promissory Note issued by the Borrower to the Lender in the original principal amount of $45,000,000, dated December 30, 2021 (the “Former Note”), and is issued in substitution therefor and as an amendment and replacement of the Former Note. Nothing herein or in any other document shall be construed to constitute payment or a novation of the Former Note or to release, discharge or terminate any guaranty, lien, pledge, or other security interest in favor of the Lender.

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