This Second Amendment to Credit Agreement (this “Agreement”), dated as of June 5, 2018 (the “Second Amendment Effective Date”), is by and among NSA OP, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), certain Subsidiaries of the Borrower party to the Credit Agreement referred to below (collectively, the “Guarantors”), NATIONAL STORAGE AFFILIATES TRUST, a Maryland real estate investment trust (“NSA REIT”), certain existing lenders party hereto (each, an “Existing Lender” and collectively the “Existing Lenders”), the additional lender parties hereto providing a new commitment pursuant to the terms hereof (each, an “Increase Lender” and collectively the “Increase Lenders”) and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Lenders (as hereinafter defined). All capitalized terms used herein without definitions shall have the meanings given to such terms in the Credit Agreement (as hereinafter defined).

WHEREAS, the Credit Agreement, dated as of June 30, 2016, as amended by that certain First Amendment to Credit Agreement and Release of Parent Guaranty dated April 16, 2018 (as so amended and as further amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), is by and among, among others, the Borrower, the Guarantors, NSA REIT, the Administrative Agent and the financial institutions which are or become a party thereto as lenders (each a “Lender” and, collectively, the “Lenders”);

WHEREAS, Section 2.16 of the Credit Agreement provides that the Borrower may request, upon notice to the Administrative Agent and satisfaction of the conditions set forth in Section 2.16(b) of the Credit Agreement (the “Increase Conditions”), that additional Incremental Term Loans be made under the Credit Agreement in an aggregate amount of up to $100,000,000;

WHEREAS, immediately prior to the effectiveness of this Agreement, (a) the aggregate outstanding principal amount of Term Loans under the Credit Agreement is $100,000,000 (the “Closing Date Term Loans”), (b) the Term Loan Commitments have been utilized and are equal to zero, and (c) the Borrower may request up to $100,000,000 of Incremental Term Loans under Section 2.16 of the Credit Agreement (prior to giving effect to this Agreement);

WHEREAS, the Borrower is hereby requesting Incremental Term Loans under Section 2.16 of the Credit Agreement in an aggregate amount equal to $75,000,000 (the “Increase”), so that after giving effect to the Increase, the remaining availability for additional Incremental Term Loans under Section 2.16 of the Credit Agreement is $25,000,000 (the “Remaining Accordion”) (prior to giving effect to the refreshing of the accordion under Section 2.16 of the Credit Agreement provided for herein);

WHEREAS, the Borrower has requested that, after giving effect to the Increase, the Lenders refresh the accordion availability under Section 2.16 of the Credit Agreement to permit an additional $200,000,000 of Incremental Term Loans to be requested thereunder in accordance with the terms thereof (the “Additional Accordion”), so that after giving effect to the Additional Accordion, the aggregate accordion available under Section 2.16 of the Credit Agreement (i.e., including the Remaining Accordion) will be $225,000,000, and the aggregate amount of the total Term Loan Facility, after giving effect to any exercise of such accordion shall not exceed $400,000,000;

WHEREAS, Schedule 1.1 to the Credit Agreement (Lender Commitments) will be updated to reflect Term Loan Commitments relating to the Incremental Term Loans being implemented under this Agreement, to be attached hereto as Annex 2;

WHEREAS, the Borrower has also requested, in connection with the Increase, that the definition of “Applicable Margin” be amended as reflected herein; and

WHEREAS, the Administrative Agent is willing to give effect to the Increase and the other amendments to the Credit Agreement set forth herein provided that the parties hereto enter into this Agreement;

NOW THEREFORE, the parties hereto hereby agree as follows:

1.    Increase. Pursuant to (and notwithstanding any of the provisions of) Section 2.16 of the Credit Agreement, each Increase Lender hereby severally and not jointly agrees to provide a Term Loan Commitment (each a “Delayed Draw Term Loan Commitment”) for a delayed draw Term Loan in the amount set forth next to such Increase Lender’s name on Annex 1 attached hereto (in each case, such Lender’s “Increase Amount”) and subject to the terms of the Credit Agreement as amended hereby, to make Term Loans to the Borrower in the aggregate amount of its Delayed Draw Term Loan Commitment (each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”). The aggregate amount of the Increase, as set forth in such Annex 1, is equal to $75,000,000. Subject to the terms and conditions set forth in the Credit Agreement, such Delayed Draw Term Loans shall be available to be drawn by the Borrower on no more than two (2) occasions during the Availability Period (defined below). The amount of each requested draw of Delayed Draw Term Loans shall be in a minimum principal amount the lesser of (a) $25,000,000 and (b) the remaining unused amount of the aggregate Delayed Draw Term Loan Commitments. Upon funding of all or any portion of the Delayed Draw Term Loans, the amount of the Delayed Draw Term Loan Commitments funded shall automatically terminate on a pro rata basis. After giving effect to the Increase, each Increase Lender shall have the Delayed Draw Term Loan Commitment and Commitment Percentage with respect to the Term Loan Facility set forth on the new Schedule 1.1 attached as Annex 2 hereto. For the avoidance of doubt, the maturity date of the Delayed Draw Term Loans is the Maturity Date.

2.    Amendments to Credit Agreement.

“Availability Period” means (x) with respect to the Closing Date Term Loans, the period from and including the Effective Date to the earliest of (i) December 30, 2016, (ii) the Maturity Date and (iii) the date of termination of the commitments of the Lender to make Term Loans pursuant to Section 11.2 and (y) with respect to the Delayed Draw Term Loans, the period from and including the Second Amendment Effective Date to the earliest of (i) December 5, 2018, (ii) the Maturity Date, and (iii) the date of termination of the commitments of the Lender to make Term Loans pursuant to Section 11.2.

“Incremental Term Loan Amendment” has the meaning given that term in Section 2.16(e) and includes the Second Amendment.

“Term Loan” or “Term Loans” means an advance made by any Lender under the Term Loan Facility, including the Closing Date Term Loans and the Delayed Draw Term Loans.

“Term Loan Commitment” means, (a) as to each Term Loan Lender on the Effective Date, its obligation to make Loans to Borrower pursuant to Section 2.2 in an original principal

amount not to exceed the applicable amount set forth opposite such Term Loan Lender’s name on Schedule 1.1 (prior to the Second Amendment Effective Date), as may be reduced from time to time pursuant to Section 2.12, and (b) each applicable Term Loan Lender’s obligation to make a Term Loan after the Effective Date (including under the Delayed Draw Term Loan Commitments) as set forth in any agreement (including the Second Amendment) executed by an existing Term Loan Lender or a Person who becomes a Term Loan Lender in accordance with Section 2.16.

“Term Loan Lender” means a Lender having a Term Loan Commitment, or if the applicable Term Loan Commitments have terminated, a Lender holding a Term Loan, including any Second Amendment Increase Lender.

“Closing Date Term Loan(s)” has the meaning given that term in Section 2.2(a).

“Delayed Draw Term Loan(s)” has the meaning given that term in Section 2.2(a).

“Delayed Draw Term Loan Commitment” as to each Second Amendment Increase Lender, its obligation to make Delayed Draw Term Loans to Borrower pursuant to Section 2.2 in an original principal amount not to exceed the applicable amount set forth opposite such Second Amendment Increase Lender’s name on Schedule 1.1, as such amount may be reduced from time to time pursuant to Section 2.12.

“Delayed Draw Term Note” means collectively, the promissory notes made by Borrower in favor of each Second Amendment Increase Lender requesting a promissory note in an aggregate principal amount equal to such Second Amendment Increase Lender’s Delayed Draw Term Loan Commitment as originally in effect, substantially in the form of Exhibit F-1, as the same may be amended, replaced, substituted and/or restated from time to time.

“Second Amendment” means that Second Amendment to Credit Agreement dated as of the Second Amendment Effective Date, by and among the Borrower, certain Subsidiaries of the Borrower, NSA REIT, the lender parties thereto providing a new commitment pursuant to the terms thereof and Capital One, National Association, as the administrative agent.

“Second Amendment Effective Date” means June 5, 2018.

“Second Amendment Increase Lender” shall mean any Increase Lender set forth in the Second Amendment.

“(a)    Term Loans. Subject to the terms and conditions set forth herein, the Term Loan Lenders on the Effective Date severally and not jointly made Term Loans to the Borrower on the Effective Date, in an aggregate original principal amount equal to

$100,000,000 (each such term loan, a “Closing Date Term Loan” and collectively, the “Closing Date Term Loans”). Subject to the terms and conditions set forth herein, each Second Amendment Increase Lender severally and not jointly agrees to make an additional Term Loan (each such term loan, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to the Borrower on no more than two (2) occasions from time to time, on any Business Day during the applicable Availability Period, in an aggregate principal amount not to exceed such Second Amendment Increase Lender’s Delayed Draw Term Loan Commitment remaining on such date. The aggregate amount of each draw of Delayed Draw Term Loans shall be in a minimum principal amount equal to the lesser of (a) $25,000,000 and (b) the remaining unused amount of the Delayed Draw Term Loan Commitment. Upon the funding of all or any portion of the Delayed Draw Term Loans, the respective amounts of the Delayed Draw Term Loan Commitments shall automatically terminate. Amounts borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowed. Term Loan Commitments (including any Delayed Draw Term Loan Commitment) not drawn under the Term Loan Facility on the last day of the applicable Availability Period shall automatically terminate and shall no longer be available for borrowing hereunder.

(b)    Requesting Term Loans. The Borrower shall deliver to the Administrative Agent a Notice of Borrowing, which notice must be received by the Administrative Agent no later than 11:00 a.m. on the date that is (i) one Business Day prior to the anticipated date of borrowing, in the case of a request for Base Rate Loans or (ii) three Business Days prior to the anticipated date of borrowing in the case of a request for LIBOR Loans. Upon receipt of such Notice of Borrowing the Administrative Agent shall promptly notify each Lender. The Notice of Borrowing provided by the Borrower in the preceding sentence shall be irrevocable once given and binding on the Borrower.

(c)    Disbursement of Term Loan Proceeds. No later than 12:00 p.m. on the date of borrowing, each Lender will make available for the account of its applicable Lending Office to the Administrative Agent at the Principal Office, in immediately available funds, the proceeds of the Term Loan (including any Delayed Draw Term Loan) to be made by such Lender. Subject to satisfaction of the applicable conditions set forth in Article VI for such borrowing, the Administrative Agent will make the proceeds of such borrowing available to the Borrower no later than 2:00 p.m. on the date of borrowing.

(e)    Pari Passu. All Loans to the Borrower under this Agreement, including any Delayed Draw Term Loans, shall rank pari passu in right of payment.

“The Borrower may from time to time elect to enter into one or more additional tranches of term loans (each, an “Incremental Term Loan”), in a minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of all such Incremental Term Loans does not exceed $225,000,000 and the total Term Loan Facility Amount shall not at any time exceed $400,000,000 in the aggregate.”

“(a)    Unused Fees. The Borrower agrees to pay to the Administrative Agent for the account of the Second Amendment Increase Lenders an unused facility fee equal to (i) the average daily amount of the undrawn portion of Delayed Draw Term Loan Commitments, multiplied by (ii) 0.25%. Such fee shall be nonrefundable, computed quarterly in arrears based on such average daily amount, and payable in arrears on (x) the first Business Day of each calendar quarter, (y) the Maturity Date and (z) on the last day of the applicable Availability Period.”

(l)    Exhibit F-1 (Form of Delayed Draw Term Loan Note) attached hereto as Annex 3 is hereby added to the Credit Agreement.

3.    Increasing Agreements. Each Increase Lender that is an existing Lender immediately prior to the effectiveness of this Agreement will enter into an Increasing Lender Agreement in substantially the form attached to the Credit Agreement as Exhibit H in connection with the Increase (each an “Increasing Lender Agreement”).

4.    Amendment of Schedule 1.1. Schedule 1.1 to the Credit Agreement is hereby deleted and replaced with Schedule 1.1 attached hereto as Annex 2.

5.    Affirmation and Acknowledgment. Subject to the terms of the Loan Documents, the Borrower hereby ratifies and confirms all of its Obligations to the Lenders, including, without limitation, the Loans, the Notes and the other Loan Documents, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders all Obligations under (and as defined in) the Credit Agreement, both before and after giving effect to this Agreement. The Guarantors hereby consent to the transactions contemplated by this Agreement and acknowledge and agree that the guaranties made by them contained in each Guaranty are, and shall remain, in full force and effect after giving effect to this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. NSA REIT and each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.

6.    Representations and Warranties. NSA REIT, the Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Administrative Agent and Lenders as follows:

7.    Conditions Precedent. This Agreement shall be deemed to be effective as of the Second Amendment Effective Date, subject to the execution and delivery of the following documents, each in form and substance satisfactory to the Administrative Agent and satisfaction of the additional conditions set forth below:

8.    No Waiver. Nothing contained herein shall be deemed to (i) constitute a waiver of any Default or Event of Default that may heretofore or hereafter occur or have occurred and be continuing or, except as expressly set forth herein, to otherwise modify any provision of the Credit Agreement or any other Loan Document, or (ii) give rise to any defenses or counterclaims to the Administrative Agent’s or any Lender’s right to compel payment of the Obligations when due or to otherwise enforce their respective rights and remedies under the Credit Agreement and the other Loan Documents.

9.    Further Assurances. NSA REIT and the Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Agreement.

10.    No Actions, Claims, etc. As of the date hereof, NSA REIT and each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement or other Loan Documents on or prior to the date hereof.

11.    Miscellaneous Provisions.

e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart. The existence of this Agreement may be established by the introduction into evidence of counterparts that are separately signed, provided they are otherwise identical in all material respects.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

By:     /s/ Tamara Fisher    

By: /s/ Tamara Fisher    

Each of the undersigned Guarantors hereby absolutely and unconditionally reaffirms its continuing obligations to the Administrative Agent and the Lenders under its respective Guaranty and agrees that the transactions contemplated by the Agreement shall not in any way affect the validity and enforceability of its Guaranty or reduce, impair or discharge the obligations of any Guarantor thereunder.

StoreMore Self Storage – Pecos Road, LLC,

By: /s/ Tamara Fisher    

Bullhead Freedom Storage, L.L.C, an Arizona limited liability company

By: /s/ Tamara Fisher    

each a California limited liability company

By: /s/ Tamara Fisher    

By: /s/ Tamara Fisher    

ADMINISTRATIVE AGENT:

CAPITAL ONE, NATIONAL ASSOCIATION,
as the Administrative Agent

By: /s/ Frederick H. Denecke    

Name:    Frederick H. Denecke

INCREASE LENDERS:

CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Frederick H. Denecke    

Name:    Frederick H. Denecke

U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By: /s/ Benjamin Kuruvila    

Name:    Benjamin Kuruvila

By: /s/ Paul E. Burgan    

Name:    Paul E. Burgan

Annex 1

Increase Lenders

Lender Commitments

Term Loan Commitments

Annex 3

EXHIBIT F-1

FORM OF DELAYED DRAW TERM LOAN PROMISSORY NOTE

$[     ]    ________ ___, 20___

FOR VALUE RECEIVED, the undersigned hereby promises to pay to ____________ (the “Lender”) or its registered assigns, in care of Capital One, National Association, as Administrative Agent (the “Administrative Agent”) at 299 Park Ave., 31^st FL., New York, NY 10171, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of _________________ AND _______ /100 DOLLARS ($_____) (or such lesser amount as shall equal the aggregate unpaid principal amount of Delayed Draw Term Loans made by the Lender to the Borrower under the Credit Agreement (as defined below)), on the date and in the principal amount provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

The date, amount of the Delayed Draw Term Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Delayed Draw Term Loan Promissory Note (the “Note”), endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Delayed Draw Term Loan made by the Lender.

This Note is one of the Notes referred to in the Credit Agreement (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) dated as of June 30, 2016, by and among 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. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

NSA OP, LP,
as a Borrower

By:    NATIONAL STORAGE AFFILIATES
    TRUST, its general partner

By: