Marketing Right. (a) At any time on or after the fourth anniversary of the effective date of this Agreement, each Member shall have the right (the "MARKETING RIGHT") to market or require the Manager to market all of the Properties for Disposition for the purposes of dissolving and liquidating the Company upon such Disposition. A Member may exercise its Marketing Right by sending the Manager a written notice (the "MARKETING NOTICE") which states that the Member (the "TRIGGERING MEMBER") has exercised its Marketing Right. If there is a Change of Control of Storage or Storage REIT before the fourth anniversary of the effective date of this Agreement, Storage or Storage REIT, as applicable shall promptly notify Investor of the occurrence of such Change of Control. Investor may exercise its Marketing Right by providing the Marketing Notice to the Manager and to Storage within thirty (30) days after the effective date of Change of Control of Storage REIT (or, if later, within thirty (30) days after receipt of notice of such Change of Control from Storage or Storage REIT). Within (60) days after the Manager's actual receipt of the Marketing Notice, the Company shall establish the Fair Market Value of the Properties. Within two (2) Business Days after the Valuation Date, the Company shall notify the Triggering Member of the Cash Amount and the REIT Shares Amount and shall provide the Triggering Member with all information necessary to review and understand the calculations of such amounts. The Triggering Member may rescind its Marketing Notice by delivering a notice of rescission to the Manager within two (2) Business Days of its receipt of such information, in which event the Triggering Member shall reimburse the Company for any and all costs and expenses incurred by the Company in connection with the determination of the Fair Market Value of the Properties. Storage and Investor shall each be permitted to rescind only one Marketing Notice pursuant to this subsection (a) during any twelve-month period. (b) Any Member who has not elected to exercise its Marketing Right (a "NON-TRIGGERING MEMBER") shall have sever (7) Business Days after the Valuation Date to elect, in its sole discretion, to purchase the after the Triggering Member's Membership Interest in exchange for the Cash Amount. If Storage is a Non-Triggering Member, it may elect to purchase the Triggering Member's Membership Interest for the Cash Amount or Storage REIT may offer to purchase such Membership Interest for REIT Shares. The price and terms of any offer to purchase for REIT Shares pursuant to this Section 9.4 must be acceptable to Investor in its sole discretion. If Investor and Storage REIT do not agree on such terms within ten (10) Business Days after the Valuation Date, Investor, or the Manager at the direction of Investor, shall market the Properties as provided in Section 9.4(d) below, unless Storage elects within two (2) Business Days to purchase Investor's Membership Interest for the Cash Amount. (c) If a Non-Triggering Member (which term shall include Storage REIT for purposes of Sections 9.4(c),(d), and (f) elects to purchase the Triggering Member's Membership Interest pursuant to Section 9.4(b), such Non- Triggering Member shall be irrevocably obligated to purchase and the Triggering Member shall be irrevocably obligated to sell, in accordance with and subject to the provisions of this Section 9.4, the Triggering Member's Membership Interest within (60) days from the election date. (d) If (i) no Non-Triggering Member elects to purchase the Triggering Member's Membership Interest pursuant to Section 9.4(b) or (ii) Storage REIT offers to purchase Investor's Membership Interest for REIT Shares, and Investor and Storage REIT do not agree on such terms within ten (10) Business Days after the Valuation Date and Storage does not elect within the next two (2) Business Days to purchase Investor's Membership Interest for the Cash Amount, then the Triggering Member may, without the further consent of the Non-Triggering Member, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and liquidating the Company. The Triggering Member agrees to exercise reasonable efforts to keep the Non-Triggering Member informed of the status of the marketing process, and each party agrees to reasonably cooperate with the other in bringing about a sale of the Properties as provided herein. All costs associated with the marketing and sale of the Properties under Section 9.4 shall be divided among the Members in proportion to their Capital Ratios. The Triggering Member, or the Manager if so directed, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with each Member's approval, in pools of assets or individually, and may secure the services of a third party to assist the Triggering Member and Manager with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by the Triggering Member for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less than ninety-five (95%) of the Fair Market Value on the Valuation Date, then (A) the Non-Triggering Member shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) if Storage is the Non-Triggering Member, (i) Storage shall have the option to purchase Investor's Membership Interest for cash, with the amount of such cash calculated in the same manner as the Cash Amount, substituting the proposed sale price for Fair Market Value, or (ii) Storage REIT may offer to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares and all other terms of any such purchase for REIT Shares remaining subject to Investor's approval in its sole discretion. (e) Investor's obligation to sell its Membership Interest to Storage REIT in exchange for REIT Shares and of Storage REIT's obligation to purchase Investor's Membership Interest for REIT Shares, shall be subject to satisfaction by Storage REIT on the closing date of the terms agreed upon by Investor pursuant to Section 9.4(b) or Section 9.4(d) above, as applicable, and of the terms set forth on Exhibit F. If such terms and conditions are not satisfied as of the closing date, the closing date shall be extended for up to thirty (30) days in order to allow Storage REIT to satisfy those conditions or to purchase Investor's Membership Interest in exchange for the Cash Amount. Investor shall be entitled to receive, in cash, interest on the applicable Cash Amount during such extension period at a rate of 15% per annum. (f) If the Triggering Member's Membership Interest is purchased for the Cash Amount pursuant to this Section 9.4, that entire amount shall be payable in cash, by wire transfer or other immediately available funds, at the closing of such sale. If Investor agrees to sell Investor's Membership Interest for REIT Shares pursuant to this Section 9.4, Storage REIT shall deliver to Investor certificates representing such REIT Shares at the closing of such sale. At the closing of any sale of a Triggering Member's Membership Interest pursuant to this Section 9.4, the Triggering Member shall assign and deliver its Membership Interest to the purchaser free and clear of all encumbrances and claims pursuant to such documents of transfer as shall be reasonably requested by the purchaser. Any transfer or similar taxes and other expenses related to the sale of the Triggering Member's Membership Interest to the Non-Triggering Member shall be divided equally between the Triggering Member and Non-Triggering Member. The Triggering Member shall provide the Non-Triggering Member with such evidence of the Triggering Member's authority to sell hereunder and such tax lien waivers and similar instruments as the Non-Triggering Member may reasonably request. If the Non-Triggering Member defaults on its obligation to purchase the Triggering Member's Membership Interest pursuant to this Section 9.4, the Triggering Member shall be entitled as its sole remedy to damages equal to 2% of the Fair Market Value, and the Triggering Member shall market the Properties on such terms and conditions as it determines in its sole discretion. If the Triggering Member defaults on its obligation to sell its Membership Interest pursuant to this Section 9.4, the Non-Triggering Member shall be entitled as its sole remedy to damages equal to 2% of the Fair Market Value, and the Non-Triggering Member shall be entitled to market the Properties on such terms and conditions as its determines in its sole discretion. Storage, Storage REIT and Investor agree that the amount of damages incurred by any of them as a result of a default pursuant to this Section 9.4 would be impracticable to calculate and that the remedies provided in this subsection (f) are a reasonable approximation of such damages. (g) If Storage REIT purchases Investor's Membership Interest for REIT Shares and the closing date for such purchase is delayed pursuant to subsection (e), then simultaneously with Investor's receipt of the first dividend paid by Storage REIT with respect to such REIT Shares, Investor shall pay to Storage REIT a cash amount equal to the product of (A) the per share amount of the first dividend paid by Storage REIT with respect to such REIT Shares, multiplied by (B) the number of such REIT Shares multiplied by (C) a fraction, the numerator of which is the number of days during the period commencing on the date on which the closing of the purchase pursuant to this Section 9.4 was originally scheduled and running through the day immediately prior to the day on which the purchase actually closed (inclusive), provided, that if a record date for a dividend with respect to REIT shares occurs during such period, the numerator so calculated shall be reduced by the number of days during the period from the date on which such closing was originally scheduled and running through such record date (inclusive), and the denominator of which is the number of days during the period commencing the day after the record date for the last dividend pair by Storage REIT prior to the date of such closing and running through the record date of the first dividend paid by Storage REIT with respect to such REIT Shares (inclusive). Investor agrees that Storage REIT may instruct its dividend paying agent to deduct such amount from such dividend payment and pay it directly to Storage REIT. (h) If Investor is the Triggering Member and elects to market the Properties pursuant to Section 9.4(d) hereof, the Investor may, by giving written notice to Storage, elect to become an additional Manager of the Company, whereupon Investor shall be admitted as an additional Manager. In such event, Storage shall execute such amendments to this Agreement and execute and file such amendments to the Certificate of Organization as may be required to effect the admission of Investor as an additional Manager of the Company. Investor agrees that so long as Storage remains the Manager and no Event of Default by Storage shall have occurred under Section 11.1, Investor's rights as an additional Manager to act on behalf of the Company shall extend only to such matters as are reasonably required to facilitate the marketing and sale of the Properties. If within ten (10) days' written notice from Investor, Storage fails to take all reasonably necessary action to admit Investor as an additional Manager or to take all reasonably necessary action to market the Properties pursuant to this Section 9.4, Storage agrees that Investor shall be appointed Storage's attorney-in-fact, with full power of substitution, to execute and deliver any such amendments and other instruments as may be required in such circumstances. If Storage is the Triggering Member and within ten (10) days' written notice from Storage, Investor fails to take all reasonably necessary action to market the Properties pursuant to this Section 9.4, Investor agrees that Storage shall be appointed Investor's attorney-in-fact, with full power of substitution, to execute and deliver any such amendments and other instruments as may be required in such circumstances.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Susa Partnership Lp), Limited Liability Company Agreement (Storage Usa Inc)
Marketing Right. (a) At any time on or after the fourth third anniversary of the effective date of this Agreement, each if no Member has then exercised its rights under the Buy-Sell provisions of Section 9.3, then TMT shall have the right (the "MARKETING RIGHT") to market or require the Manager to market all of the Properties for Disposition for the purposes of dissolving and liquidating the Company upon such DispositionDisposition (provided, however, that such marketing Right shall not extend to nor shall it apply to any Identified Property, unless and until any such Identified Property is no longer subject to Disposition under Section 9.4(c)). A Member TMT may exercise its Marketing Right by sending the Manager and CPT Sub a written notice (the "MARKETING NOTICE") which states that the Member (the "TRIGGERING MEMBER") TMT has exercised its Marketing Right. If there is a Change of Control of Storage or Storage REIT before the fourth anniversary of the effective date of this Agreement, Storage or Storage REIT, as applicable shall promptly notify Investor of the occurrence of such Change of Control. Investor may exercise its Marketing Right by providing the Marketing Notice to the Manager and to Storage within thirty (30) days after the effective date of Change of Control of Storage REIT (or, if later, within thirty (30) days after receipt of notice of such Change of Control from Storage or Storage REIT). Within (60) days after the Manager's actual Upon receipt of the Marketing Notice, the Company shall establish the Fair Market Value of the Properties. Within two (2) Business Days after the Valuation Date, the Company shall notify the Triggering Member of the Cash Amount and the REIT Shares Amount and shall provide the Triggering Member with all information necessary to review and understand the calculations of such amounts. The Triggering Member may rescind its Marketing Notice by delivering a notice of rescission to the Manager within two (2) Business Days of its receipt of such information, in which event the Triggering Member shall reimburse the Company for any and all costs and expenses incurred by the Company in connection with the determination of the Fair Market Value of the Properties. Storage and Investor shall each be permitted to rescind only one Marketing Notice pursuant to this subsection (a) during any twelve-month period.
(b) Any Member who has not elected to exercise its Marketing Right (a "NON-TRIGGERING MEMBER") shall have sever (7) Business Days after the Valuation Date to elect, in its sole discretion, to purchase the after the Triggering Member's Membership Interest in exchange for the Cash Amount. If Storage is a Non-Triggering Member, it may elect to purchase the Triggering Member's Membership Interest for the Cash Amount or Storage REIT may offer to purchase such Membership Interest for REIT Shares. The price and terms of any offer to purchase for REIT Shares pursuant to this Section 9.4 must be acceptable to Investor in its sole discretion. If Investor and Storage REIT do not agree on such terms within ten (10) Business Days after the Valuation Date, Investor, or the Manager at the direction of Investor, shall market the Properties as provided in Section 9.4(d) below, unless Storage elects within two (2) Business Days to purchase Investor's Membership Interest for the Cash Amount.
(c) If a Non-Triggering Member (which term shall include Storage REIT for purposes of Sections 9.4(c),(d), and (f) elects to purchase the Triggering Member's Membership Interest pursuant to Section 9.4(b), such Non- Triggering Member shall be irrevocably obligated to purchase and the Triggering Member shall be irrevocably obligated to sell, in accordance with and subject to the provisions of this Section 9.4, the Triggering Member's Membership Interest within (60) days from the election date.
(d) If (i) no Non-Triggering Member elects to purchase the Triggering Member's Membership Interest pursuant to Section 9.4(b) or (ii) Storage REIT offers to purchase Investor's Membership Interest for REIT Shares, and Investor and Storage REIT do not agree on such terms within ten (10) Business Days after the Valuation Date and Storage does not elect within the next two (2) Business Days to purchase Investor's Membership Interest for the Cash Amount, then the Triggering Member may, without the further consent of the Non-Triggering Member, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and liquidating the Company. The Triggering Member agrees to exercise reasonable efforts to keep the Non-Triggering Member informed of the status of the marketing process, and each party agrees to reasonably cooperate with the other in bringing about a sale of the Properties as provided herein. All costs associated with the marketing and sale of the Properties under Section 9.4 shall be divided among the Members in proportion to their Capital Ratios. The Triggering Member, or the Manager if so directed, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale orand may secure the services of a third party to assist Manager with the marketing of the Properties on such terms and conditions as are approved by all of the Members. The Manager shall seek to secure a purchaser and complete the Disposition of all of the Properties within six months after receipt of the Marketing Notice. If the Manager is unable to secure a purchaser for the Properties who tenders an offer to purchase the Properties on terms that are acceptable to all of the Members within three months after receipt of the Marketing Notice, then TMT may undertake to market the Properties along with the Manager. Unless all the Property of the Company is under a binding contract for sale at the conclusion of the six-month period following Manager's receipt of the Marketing Notice, the Buy-Sell rights of Section 9.3 shall immediately be available to each MemberMember on the date which is six months after Manager's approvalreceipt of the Marketing Notice.
(b) Notwithstanding the provisions of Section 9.4(a), CPT Sub shall have the right (the "PURCHASE OPTION") at any time within thirty (30) days after the Manager's receipt of the Marketing Notice to elect to purchase the Membership Interest of TMT or to cause the Company to redeem the Membership Interest of TMT. CPT Sub shall exercise the Purchase Option by giving written notice (the "OPTION NOTICE") to TMT of the exercise by CPT Sub of such Purchase Option and by designating therein whether CPT Sub (or its designee) shall purchase the Membership Interest of TMT or whether the Company shall redeem the Membership Interest of TMT. In either event, TMT shall be deemed to have agreed to sell its entire Membership Interest upon receipt of the Option Notice, and CPT Sub (or its designee) shall have agreed to purchase the Membership Interest of TMT for the Cash Amount or the Company shall have agreed to redeem the Membership Interest of TMT for the REIT Shares Amount. The closing of the purchase or redemption of TMT's Membership Interest under this Section 9.4(b) shall occur on a Business Day designated by CPT Sub which is not more than sixty (60) days following the date upon which CPT Sub delivered the Option Notice to TMT; provided, however, that to the extent that TMT shall have exercised the Partial Disposition Right under Section 9.4(c) below, any adjustments to its Membership Interest under Section 9.4(d) below, shall be made prior to the calculation of the Cash Amount or REIT Shares Amount for purposes of this Section 9.4(b). 44
(c) At any time on or after the third anniversary of the effective date of this Agreement, if no Member has exercised its rights under the Buy-Sell provisions of Section 9.3 and provided that TMT has not exercised the Marketing Right under Section 9.4(a), then TMT shall have the right (the "PARTIAL DISPOSITION RIGHT") to require the Manager to market certain of the Properties for Disposition. TMT may exercise the Partial Disposition Right by sending the Manager and CPT Sub a written notice (the "PARTIAL DISPOSITION NOTICE") which states that TMT has exercised its Partial Disposition Right, and the specific portion (expressed as a percentage) of its Membership Interest that TMT elects to Dispose of in accordance with this Section 9.4(c) (the "TENDERED MEMBERSHIP INTEREST"). Upon receipt of the Partial Disposition Notice, Manager and TMT shall mutually agree upon and identify certain Properties (the "IDENTIFIED PROPERTIES") which if sold by the Company in a single sale in a commercially reasonable manner should result in Capital Proceeds to the Company that are sufficient to enable the Company to make distributions to the Members in accordance with Section 7.1(b) hereof which shall result in total distributions to TMT equal to the Cash Amount attributable to the Tendered Membership Interest. Following, the identification of the Identified Properties, the Manager shall, in pools a commercially reasonable and reasonably effective manner, market all of assets or individually, the Identified Properties in a single sale and may secure the services of a third party to assist the Triggering Member and Manager with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by the Triggering Member for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less than ninety-five (95%) of the Fair Market Value on the Valuation Date, then (A) the Non-Triggering Member shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) if Storage is the Non-Triggering Member, (i) Storage shall have the option to purchase Investor's Membership Interest for cash, with the amount of such cash calculated in the same manner as the Cash Amount, substituting the proposed sale price for Fair Market Value, or (ii) Storage REIT may offer to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares and all other terms of any such purchase for REIT Shares remaining subject to Investor's approval in its sole discretion.
(e) Investor's obligation to sell its Membership Interest to Storage REIT in exchange for REIT Shares and of Storage REIT's obligation to purchase Investor's Membership Interest for REIT Shares, shall be subject to satisfaction by Storage REIT on the closing date of the terms agreed upon by Investor pursuant to Section 9.4(b) or Section 9.4(d) above, as applicable, and of the terms set forth on Exhibit F. If such terms and conditions are not satisfied as of the closing date, the closing date shall be extended for up to thirty (30) days in order to allow Storage REIT to satisfy those conditions or to purchase Investor's Membership Interest in exchange for the Cash Amount. Investor shall be entitled to receive, in cash, interest on the applicable Cash Amount during such extension period at a rate of 15% per annum.
(f) If the Triggering Member's Membership Interest is purchased for the Cash Amount pursuant to this Section 9.4, that entire amount shall be payable in cash, by wire transfer or other immediately available funds, at the closing of such sale. If Investor agrees to sell Investor's Membership Interest for REIT Shares pursuant to this Section 9.4, Storage REIT shall deliver to Investor certificates representing such REIT Shares at the closing of such sale. At the closing of any sale of a Triggering Member's Membership Interest pursuant to this Section 9.4, the Triggering Member shall assign and deliver its Membership Interest to the purchaser free and clear of all encumbrances and claims pursuant to such documents of transfer as shall be reasonably requested by the purchaser. Any transfer or similar taxes and other expenses related to the sale of the Triggering Member's Membership Interest to the Non-Triggering Member shall be divided equally between the Triggering Member and Non-Triggering Member. The Triggering Member shall provide the Non-Triggering Member with such evidence of the Triggering Member's authority to sell hereunder and such tax lien waivers and similar instruments as the Non-Triggering Member may reasonably request. If the Non-Triggering Member defaults on its obligation to purchase the Triggering Member's Membership Interest pursuant to this Section 9.4, the Triggering Member shall be entitled as its sole remedy to damages equal to 2% of the Fair Market Value, and the Triggering Member shall market the Identified Properties on such terms and conditions as it determines in its sole discretionare approved by all of the Members. The Manager shall seek to secure a purchase and complete the Disposition of all of the Identified Properties within six months after the identification of such Identified Properties by TMT and the Manager. If the Triggering Member defaults Manager is unable to secure a purchaser for the Identified Properties who tenders an offer to purchase the Properties on its obligation terms that are acceptable to sell its Membership Interest pursuant to this Section 9.4, the Non-Triggering Member shall be entitled as its sole remedy to damages equal to 2% all of the Fair Market ValueMembers within the first three months of the foregoing six month period, and the Non-Triggering Member shall be entitled then TMT may undertake to market the Identified Properties on such terms and conditions as its determines in its sole discretion. Storage, Storage REIT and Investor agree that along with the amount of damages incurred by any of them as a result of a default pursuant to this Section 9.4 would be impracticable to calculate and that the remedies provided in this subsection (f) are a reasonable approximation of such damagesManager.
(gd) If Storage REIT purchases Investor's Membership Interest for REIT Shares and Notwithstanding the closing date for such purchase is delayed pursuant to subsection (eprovisions of Section 9.4(c), then simultaneously with InvestorCPT Sub shall have the right (the "TENDERED INTEREST PURCHASE OPTION") at any time within thirty (30) days after the Manager's receipt of the first dividend paid Partial Disposition Notice to elect to purchase the Tendered Membership Interest or to cause the Company to redeem the Tendered Membership Interest. CPT Sub shall exercise the Tendered Interest Purchase Option by Storage giving written notice (the "TENDERED INTEREST OPTION NOTICE") to TMT of the exercise by CPT Sub of such Tendered Interest Purchase Option and by designating therein whether CPT Sub (or its designee) shall purchase the Tendered Membership Interest or whether the Company shall redeem the Tendered Membership Interest. In either event, TMT shall be deemed to have agreed to sell the entire Tendered Membership Interest upon receipt of the Tendered Membership Interest Option Notice, and CPT Sub (or its designee) shall have agreed to purchase the entire Tendered Membership Interest for the Cash Amount or the Company shall have agreed to redeem the entire Tendered Membership Interest for the REIT with respect Shares Amount. The closing of the purchase or redemption of TMT's Tendered Membership Interest under this Section 9.4(d) shall occur on a Business Day designated by CPT Sub which is not more than sixty days following the date upon which CPT Sub delivered the Tendered Interest Option Notice to such REIT Shares, Investor TMT. It shall pay to Storage REIT be a cash amount equal condition to the product closing of (A) the per share amount such purchase or redemption of the first dividend paid by Storage REIT with respect Tendered Membership Interest that CPT Sub and TMT execute an amendment to such REIT Sharesthis Agreement which reflects an appropriate adjustment to the Capital Ratios, multiplied by Sharing Ratios and Capital Account balances of the Members to reflect the Disposition of the Tendered Membership Interest hereunder.
(Be) No Member may exercise the number of such REIT Shares multiplied by (C) a fraction, the numerator of which is the number of days Buy-Sell further described in Section 9.3 hereof during the period commencing on upon delivery by TMT to the date on which Manager of the Partial Disposition Notice and ending upon the closing of the purchase pursuant Disposition of the Identified Properties or, as applicable, the Tendered Membership Interest under Section 9.4; provided, however, that in the event that the 45 Disposition of the Identified Properties or the Tendered Membership Interest under Section 9.4(d) shall not have occurred on or before the expiration of 240 days following delivery of the Partial Disposition Notice by TMT to this CPT Sub, either TMT or CPT Sub may exercise the Buy-Sell further described in Section 9.4 was originally scheduled 9.3 hereof, in which event the Partial Disposition Right shall lapse and running through shall no longer apply and instead the day immediately prior provisions of Section 9.3 shall be applicable to the day on which the purchase actually closed (inclusive), provided, that if a record date for a dividend with respect to REIT shares occurs during such period, the numerator so calculated shall be reduced by the number of days during the period from the date on which such closing was originally scheduled and running through such record date (inclusive), and the denominator of which is the number of days during the period commencing the day after the record date for the last dividend pair by Storage REIT prior to the date of such closing and running through the record date Disposition of the first dividend paid by Storage REIT with respect to such REIT Shares (inclusive). Investor agrees that Storage REIT may instruct its dividend paying agent to deduct such amount from such dividend payment and pay it directly to Storage REITOffering Member's Membership Interest.
(hf) If Investor is the Triggering Member and The Members acknowledge that if CPT Sub elects to market cause the Properties pursuant Company to redeem TMT's Membership Interest or any portion thereof for the REIT Shares Amount as provided in Section 9.4(b) or 9.4(d), CPT Sub shall be obligated to pay TMT a fee equal to one percent (1%) hereof, the Investor may, by giving written notice to Storage, elect to become an additional Manager of the Company, whereupon Investor shall be admitted as an additional Manager. In such event, Storage shall execute such amendments to this Agreement and execute and file such amendments to the Certificate of Organization as may be required to effect the admission of Investor as an additional Manager of the Company. Investor agrees that so long as Storage remains the Manager and no Event of Default by Storage shall have occurred under Section 11.1, Investor's rights as an additional Manager to act on behalf of the Company shall extend only to such matters as are reasonably required to facilitate the marketing and sale of the Properties. If within ten (10) days' written notice from Investor, Storage fails to take all reasonably necessary action to admit Investor as an additional Manager or to take all reasonably necessary action to market the Properties pursuant to this Section 9.4, Storage agrees that Investor shall be appointed Storage's attorney-in-fact, with full power of substitution, to execute and deliver any such amendments and other instruments as may be required in such circumstances. If Storage is the Triggering Member and within ten (10) days' written notice from Storage, Investor fails to take all reasonably necessary action to market the Properties pursuant to this Section 9.4, Investor agrees that Storage shall be appointed Investor's attorney-in-fact, with full power of substitution, to execute and deliver any such amendments and other instruments as may be required in such circumstancesREIT Shares Amount.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Camden Property Trust)