Common use of Conversion Option Clause in Contracts

Conversion Option. (a) At any time on or after the third anniversary of the effective date of this Agreement and prior to the fourth anniversary of the effective date of this Agreement, Investor may request that Storage purchase all, but not less than all, of Investor's Membership Interest by giving written notice (a "CONVERSION NOTICE") to Storage. Within sixty (60) days after Storage's actual receipt of the Conversion Notice, the Company shall establish the Fair Market Value of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation Date, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary to review and understand the calculations of such amounts. The Investor may rescind its Conversion Notice by delivering a notice of rescission to Storage within two (2) Business Days of its receipt of such information, in which event the Investor 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. The Investor shall be permitted to rescind only one Conversion Notice pursuant to this subsection (a) during any twelve-month period. (b) Storage shall have seven (7) Business Days after the Valuation Date to determine, in its sole discretion, whether it will elect to (1) purchase Investor's Membership Interest in exchange for the Cash Amount or (2) market the Properties for sale to a third party. In the alternative, Storage REIT may elect within such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) If Storage or Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), subject to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject to the other provisions of this Section 9.3, Storage or Storage REIT shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election date. (d) If neither Storage nor Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage 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 this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with Investor's approval, in pools of assets or individually, and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) 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 (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date of this Agreement, Storage REIT may elect to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares calculated in the same manner as the REIT Shares Amount, substituting the cash amount calculated pursuant to the preceding clause and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest for REIT Shares as the valuation date for purposes of computing the Market Price used in ` calculating the REIT Shares Amount and for purposes of determining whether Investor may exercise its rescission right or (ii) if such purchase is consummated on or after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor shall have the right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter.

Conversion Option. (a) At The Company shall have the option (the “Conversion Option”) to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any time such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or after the third anniversary of the effective date of this Agreement and such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the fourth anniversary first day of such Interest Period. If the duration of the effective date Interest Period will change from an interval of this Agreement365 days or less to an interval of more than 365 days, Investor may request or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that Storage purchase allsuch change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, but not less than all, the Bonds shall continue in the Interest Period in place at the time of Investor's Membership Interest by giving written notice (a "CONVERSION NOTICE") to Storage. Within sixty (60) days after Storage's actual receipt exercise of the Conversion Notice, the Company shall establish the Fair Market Value of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation Date, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary to review and understand the calculations of such amounts. The Investor may rescind its Conversion Notice by delivering a notice of rescission to Storage within two (2) Business Days of its receipt of such information, in which event the Investor 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. The Investor shall be permitted to rescind only one Conversion Notice pursuant to this subsection (a) during any twelve-month periodOption. (b) Storage shall have seven Any change in the type of Interest Period must comply with the following: (7i) Business Days after the Valuation Conversion Date to determine, in its sole discretion, whether it will elect to (1) purchase Investor's Membership must be an Interest in exchange Payment Date for the Cash Amount or Interest Period then in effect (2) market the Properties for sale and, with respect to a third party. In Long Term Period, must be the alternative, Storage REIT may elect within last Interest Payment Date for such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount Long Term Period) and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) If Storage or Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), subject to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject to the other provisions of this Section 9.3, Storage or Storage REIT shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election date. (d) If neither Storage nor Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage 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 this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with Investor's approval, in pools of assets or individually, and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) 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 (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date of this Agreement, Storage REIT may elect to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares calculated in the same manner as the REIT Shares Amount, substituting the cash amount calculated pursuant to the preceding clause and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest for REIT Shares as the valuation date for purposes of computing the Market Price used in ` calculating the REIT Shares Amount and for purposes of determining whether Investor may exercise its rescission right or (ii) if such purchase is consummated on or no change in Interest Period shall occur after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor a Default shall have the right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafteroccurred and be continuing.

Conversion Option. (a) At Commencing on the forty-fifth calendar day or on any time on or earlier day specified by the Determination Agent with the approval of the Company following the initial original issuance of the Warrants, each Warrantholder will have the option (the "Conversion Option") to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form. The Company shall notify each Warrantholder as soon as practicable after the third anniversary initial original issuance of the effective date of this Agreement and prior Warrants (i) that Warrant Certificates (as defined herein) must be delivered to the fourth anniversary of the effective date of this Agreement, Investor may request that Storage purchase all, but not less than all, of Investor's Membership Interest by giving written notice an entity (a "CONVERSION NOTICEParticipant") entitled to Storageexecute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company) in proper form for deposit in order for Warrants to be converted into book-entry form, (ii) the date on which such conversions will commence (which shall be such 45th calendar day or such earlier day (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the forty-fifth calendar day after the Initial Conversion Date (the "Final Conversion Date")) and (iv) the CUSIP number assigned to the Warrants. Within sixty (60) days after Storage's actual receipt The Warrant Agent, at the request and expense of the Conversion Notice, the Company shall establish the Fair Market Value and on behalf of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation DateCompany, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary mail such notice to review and understand the calculations of such amountseach Warrantholder. The Investor may rescind its period from the Initial Conversion Notice by delivering a Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. The Company will give prior notice of rescission any such earlier Initial Conversion Date to Storage within two the Warrant Agent by telephone or facsimile transmission and to the Warrantholders by mail or (2at the Company's sole discretion) Business Days of its receipt of such information, publication in which event the Investor shall reimburse the Company for any and all costs and expenses incurred by the Company in connection a United States newspaper with the determination of the Fair Market Value of the Properties. a national circulation (currently expected to be The Investor shall be permitted to rescind only one Conversion Notice pursuant to this subsection (a) during any twelve-month periodWall Street Journal). (b) Storage shall have seven During the Conversion Option Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either by the close of business on the Business Day on which such Warrant Certificates are deposited (7if received by the Depository by its then applicable cut-off time for same-day credit) or on the following Business Days after Day (if received by the Valuation Date to determineDepository by its then applicable cut-off time for next-day credit), all in its sole discretion, whether it will elect to (1) purchase Investor's Membership Interest in exchange for accordance with the Cash Amount or (2) market the Properties for sale to a third party. In the alternative, Storage REIT may elect within such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount and if the Market Price calculated as provisions of the Valuation Date differs by more than five percent Letter of Representations relating to the Warrants, among the Company, the Warrant Agent and the Depository (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b"Representations Letter"); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous Business Day. If Storage or Storage REIT elects the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Option Period that the Warrant Agent credits Warrants to purchase Investorthe Depository's Membership Interest pursuant account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Option Period that the Warrant Agent credits Warrants to Section 9.3(bthe Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between Chemical Bank and the Depository (the "FAST Agreement"), subject countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject evidence the increased quantity of Warrants credited to the other provisions of this Section 9.3Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, Storage or Storage REIT it shall cancel the existing Global Warrant Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election dateoutstanding at any time. (d) If neither Storage nor Storage REIT elects (i) the Depository is at any time unwilling or unable to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage 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 continue as provided herein. All costs associated with the marketing and sale of the Properties under this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with Investor's approval, in pools of assets or individually, and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor securities depository for the Properties (including the amount of any indebtedness or other liabilities to be assumed Warrants and a successor Depository is not appointed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale priceCompany within 90 days, or (Bii) Storage the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the option Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to purchase Investor's Membership Interest the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for cashthe Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance 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 (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date provisions of this Agreement, Storage REIT may elect each Warrantholder will be entitled to purchase Investor's Membership Interest for REIT Shares, with the have a number of REIT Shares calculated Warrants equivalent to such Warrantholder's beneficial interest in the same manner as Global Warrant Certificate registered in the REIT Shares Amountname of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.08 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, substituting the cash amount calculated pursuant and subject to the preceding clause provisions of Section 1.08, all references in this Agreement to the Warrant Certificates (other than in Sections 1.02, 1.03, 1.04 and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest for REIT Shares as the valuation date for purposes of computing the Market Price used in ` calculating the REIT Shares Amount and for purposes of determining whether Investor may exercise its rescission right or (ii) if such purchase is consummated on or after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor shall have the right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d1.08) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafterinclude the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. (a) At The Company shall have the option (the “Conversion Option”) to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period, and (iii) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any time such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or after the third anniversary of the effective date of this Agreement and such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the fourth anniversary first day of such Interest Period. If the duration of the effective date Interest Period will change from an interval of this Agreement365 days or less to an interval of more than 365 days, Investor may request or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that Storage purchase allsuch change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, but not less than all, the Bonds shall continue in the Interest Period in place at the time of Investor's Membership Interest by giving written notice (a "CONVERSION NOTICE") to Storage. Within sixty (60) days after Storage's actual receipt exercise of the Conversion Notice, the Company shall establish the Fair Market Value of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation Date, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary to review and understand the calculations of such amounts. The Investor may rescind its Conversion Notice by delivering a notice of rescission to Storage within two (2) Business Days of its receipt of such information, in which event the Investor 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. The Investor shall be permitted to rescind only one Conversion Notice pursuant to this subsection (a) during any twelve-month periodOption. (b) Storage shall have seven Any change in the type of Interest Period must comply with the following: (7i) Business Days after the Valuation Conversion Date to determine, in its sole discretion, whether it will elect to (1) purchase Investor's Membership must be an Interest in exchange Payment Date for the Cash Amount or Interest Period then in effect (2) market the Properties for sale and, with respect to a third party. In Long Term Period, must be the alternative, Storage REIT may elect within last Interest Payment Date for such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) If Storage or Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(bLong Term Period), subject to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject to the other provisions of this Section 9.3, Storage or Storage REIT shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election date. (d) If neither Storage nor Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage 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 this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with Investor's approval, in pools of assets or individually, and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) 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 (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date of this Agreement, Storage REIT may elect to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares calculated in the same manner as the REIT Shares Amount, substituting the cash amount calculated pursuant to the preceding clause and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest for REIT Shares as the valuation date for purposes of computing the Market Price used in ` calculating the REIT Shares Amount and for purposes of determining whether Investor may exercise its rescission right or (ii) if such purchase is consummated on or no change in Interest Period shall occur after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor a Default shall have the right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafteroccurred and be continuing.

Conversion Option. (a) At any time on or after The Company shall have the third anniversary option (the “Conversion Option”) to direct a change in the type of Interest Period for all of the effective date outstanding Bonds to another type of this Agreement Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. No conversion of less than all of the outstanding Bonds is permitted hereunder. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the fourth anniversary first day of such Interest Period. If the duration of the effective date Interest Period will change from an interval of this Agreement365 days or less to an interval of more than 365 days, Investor may request or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that Storage purchase allsuch change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, but not less than all, the Bonds shall continue in the Interest Period in place at the time of Investor's Membership Interest by giving written notice (a "CONVERSION NOTICE") to Storage. Within sixty (60) days after Storage's actual receipt exercise of the Conversion Notice, the Company shall establish the Fair Market Value of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation Date, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary to review and understand the calculations of such amounts. The Investor may rescind its Conversion Notice by delivering a notice of rescission to Storage within two (2) Business Days of its receipt of such information, in which event the Investor 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. The Investor shall be permitted to rescind only one Conversion Notice pursuant to this subsection (a) during any twelve-month periodOption. (b) Storage shall have seven Any change in the type of Interest Period must comply with the following: (7i) Business Days after the Valuation Conversion Date to determine, in its sole discretion, whether it will elect to (1) purchase Investor's Membership must be an Interest in exchange Payment Date for the Cash Amount or Interest Period then in effect (2) market the Properties for sale to a third party. In the alternative, Storage REIT may elect within such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) If Storage or Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), subject to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject to the other provisions of this Section 9.3, Storage or Storage REIT shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election date. (d) If neither Storage nor Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage 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 this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale orand, with Investor's approvalrespect toa Long Term Period, in pools of assets or individually, must be the last Interest Payment Date for such Long Term Period) and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) 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 (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date of this Agreement, Storage REIT may elect to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares calculated in the same manner as the REIT Shares Amount, substituting the cash amount calculated pursuant to the preceding clause and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest for REIT Shares as the valuation date for purposes of computing the Market Price used in ` calculating the REIT Shares Amount and for purposes of determining whether Investor may exercise its rescission right or (ii) if such purchase is consummated on or no change in Interest Period shall occur after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor a Default shall have the right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafteroccurred and be continuing.

Conversion Option. (a) At any time on or after The Company shall have the third anniversary option (the “Conversion Option”) to direct a change in the type of Interest Period for all of the effective date outstanding Bonds to another type of this Agreement Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. No conversion of less than all of the outstanding Bonds is permitted hereunder. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the fourth anniversary first day of such Interest Period. If the duration of the effective date Interest Period will change from an interval of this Agreement365 days or less to an interval of more than 365 days, Investor may request or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that Storage purchase allsuch change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, but not less than all, the Bonds shall continue in the Interest Period in place at the time of Investor's Membership Interest by giving written notice (a "CONVERSION NOTICE") to Storage. Within sixty (60) days after Storage's actual receipt exercise of the Conversion Notice, the Company shall establish the Fair Market Value of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation Date, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary to review and understand the calculations of such amounts. The Investor may rescind its Conversion Notice by delivering a notice of rescission to Storage within two (2) Business Days of its receipt of such information, in which event the Investor 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. The Investor shall be permitted to rescind only one Conversion Notice pursuant to this subsection (a) during any twelve-month periodOption. (b) Storage shall have seven Any change in the type of Interest Period must comply with the following: (7i) Business Days after the Valuation Conversion Date to determine, in its sole discretion, whether it will elect to (1) purchase Investor's Membership must be an Interest in exchange Payment Date for the Cash Amount or Interest Period then in effect (2) market the Properties for sale and, with respect to a third party. In Long Term Period, must be the alternative, Storage REIT may elect within last Interest Payment Date for such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount Long Term Period) and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) If Storage or Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), subject to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject to the other provisions of this Section 9.3, Storage or Storage REIT shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election date. (d) If neither Storage nor Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage 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 this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with Investor's approval, in pools of assets or individually, and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) 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 (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date of this Agreement, Storage REIT may elect to purchase Investor's Membership Interest for REIT Shares, with the number of REIT Shares calculated in the same manner as the REIT Shares Amount, substituting the cash amount calculated pursuant to the preceding clause and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest for REIT Shares as the valuation date for purposes of computing the Market Price used in ` calculating the REIT Shares Amount and for purposes of determining whether Investor may exercise its rescission right or (ii) if such purchase is consummated on or no change in Interest Period shall occur after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor a Default shall have the right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafteroccurred and be continuing.