year subsequent to
the sale of all of the assets of the Company.
ARTICLE XVIII
INVESTOR RIGHTS UPON REFINANCING
Section 18.1.
Investor Rights upon a Refinancing Event. In the event that
a Borrower Group refinances an Approved Loan with any Person other than the
Company (each such occurrence, a "Refinancing Event"), then at any time after
the fourth anniversary of the Effective Date, Investor shall have the right to
do the following:
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(a)
cause the Company to distribute all of the Company's interest in
the applicable Development Venture (the "Company Profit Interest") to the
Members in accordance with Article V, after which Investor shall sell, and
Jernigan (or its designated Affiliate) shall purchase, Investor's Company Profit
Interest pursuant to Section 18.2 (such distribution and purchase, an "Investor
Put"); or
(b)
cause the Company to market and sell the Company Profit Interest
pursuant to Section 18.3 (such sale, the "Profits Interest Sale");
in each case by delivering a notice (an "Investor Put Notice" or "Profits
Interest Sale Notice", as applicable) to Jernigan. Notwithstanding the above, in
no case shall Investor have the right to exercise its Investor Put or Profits
Interest Sale with respect to a Company Profit Interest that the Company has
held for two (2) years or less.
Section 18.2.
Investor Put.
(a)
If Investor exercises its Investor Put rights under Section
18.1(a), the closing of the purchase of the Company Profit Interest (the
"Investor Put Closing") shall be upon such terms as set forth in Sections
18.2(b) and 18.4. The purchase price (the "Investor Put Price") for the Company
Profit Interest pursuant to the Investor Put shall be equal to the greater of:
(i)
The fair market value of the Company Profit Interest (which shall
be determined based on the Fair Market Value of 100% of the fee simple interest
in the Property held by the Refinancing Group, after reducing such Fair Market
Value by any liabilities incurred by the Development Venture or encumbering the
applicable Property), and
(ii)
The Threshold Amount.
(b)
If Investor shall have delivered an Investor Put Notice in
accordance with Section 18.1, the Investor Put Closing shall take place on a
date set forth in the Investor Put Notice, which shall be no later than ninety
(90) days after the determination of the Investor Put Price.
Section 18.3.
Profits Interest Sale.
(a)
If Investor exercises its Profits Interest Sale rights under
Section 18.1(b), then Investor shall market, or require the Manager to market,
all, but not less than all, the Company Profit Interest for sale pursuant to
this Section 18.3. Investor or the Manager, as the case may be, shall procure
(at the cost of the Company), from an independent broker with at least seven (7)
years' experience in the sale and marketing of self storage facilities, a
statement setting forth an estimated range of the sale price for the Company
Profit Interest. Within thirty (30) days of receipt of the independent broker
statement (the "Response Period"), Jernigan or any of its