Jernigan Capital, Inc. (Form: 8-K, Received: 08/22/2018 16:13:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2018

Jernigan Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36892	47-1978772
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6410 Poplar Avenue, Suite 650		38119
(Address of Principal Executive Offices)		(Zip Code)

(901) 567-9510

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01.

Entry into a Material Definitive Agreement.

On August 17, 2018, certain wholly-owned subsidiaries (the “Subsidiaries”) of Jernigan Capital, Inc. (the “Company”) entered into loan agreements (the “FirstBank Term Loans”) with FirstBank (“FirstBank”) with respect to three term loans in the aggregate principal amount of $24.9 million. The FirstBank Term Loans are secured by first mortgages on three of the Company’s wholly-owned self-storage facilities. As a condition to FirstBank providing the FirstBank Loans, Jernigan Capital Operating Company, LLC, the Company’s wholly owned operating company through which it owns its properties and investments (the “Operating Company”), has agreed to unconditionally guarantee the Subsidiaries’ obligations under the FirstBank Term Loans pursuant to guaranty agreements with FirstBank (the “FirstBank Guaranties”).

The FirstBank Term Loans will mature on August 1, 2021. Borrowings under the FirstBank Term Loans bear interest at a floating variable rate of one-month LIBOR plus 2.25%, which is reset monthly.

The FirstBank Term Loans contain customary representations and warranties and affirmative and negative covenants. The FirstBank Term Loans contain a financial covenant that requires the Operating Company to maintain a debt service coverage ratio of 1.35 to 1. The debt service coverage ratio will be calculated pursuant to the terms of that certain Credit Agreement dated as of July 25, 2017 by and among the Operating Company, KeyBank National Association, as administrative agent, KeyBanc Capital Markets Inc., as joint lead arranger, Raymond James Bank, N.A., as joint lead arranger and syndication agent, and the other lenders party thereto, as amended (the “Credit Agreement”). FirstBank is a lender under the Credit Agreement. The First Bank Term Loans also contain a covenant that requires the Operating Company to maintain a loan to value ratio on the outstanding balance of the loan that does not exceed the loan to value ratio at closing.

The FirstBank Term Loans provide for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties and certain bankruptcy or insolvency events. If an event of default occurs and is continuing under the FirstBank Term Loans, FirstBank may, among other things, terminate its commitments under the FirstBank Term Loans and require the immediate payment of all amounts owed thereunder. The FirstBank Term Loans each contain cross-default provisions with the Credit Agreement, pursuant to which an event of default under the FirstBank Term Loans is triggered by the occurrence of an event of default under the Credit Agreement that results in acceleration of the outstanding obligations of the Operating Company under the Credit Agreement. As a result of the Subsidiaries’ entry into the FirstBank Term Loans, the borrowing base under the Credit Agreement has been reduced by $7.4 million, and the Company’s current availability under the Credit Agreement is $86.4 million.

The descriptions of the FirstBank Term Loans and the FirstBank Guaranties in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the FirstBank Term Loans and FirstBank Guaranties, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Term Loan Agreement, dated as of August 17, 2018, by and between McGinnis Ferry Owner, LLC, as borrower, and FirstBank, as lender.
10.2		Term Loan Agreement, dated as of August 17, 2018, by and between Franklin Owner, LLC, as borrower, and FirstBank, as lender.
10.3		Term Loan Agreement, dated as of August 17, 2018, by and between Storage Builders II, LLC, as borrower, and FirstBank, as lender.
10.4		Guaranty Agreement, dated as of August 17, 2018, by and between Jernigan Capital Operating Company, LLC, and its subsidiary party thereto, in favor of FirstBank.
10.5		Guaranty Agreement, dated as of August 17, 2018, by and between Jernigan Capital Operating Company, LLC, and its subsidiary party thereto, in favor of FirstBank.
10.6		Guaranty Agreement, dated as of August 17, 2018, by and between Jernigan Capital Operating Company, LLC, and its subsidiary party thereto, in favor of FirstBank.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 22, 2018

	Jernigan Capital, Inc.

	By:	/s/ John A. Good
		Name: John A. Good
		Title: President and Chief Operating Officer

Exhibit 10.1

TERM LOAN AGREEMENT

This Term Loan Agreement (“Agreement”) is entered into as of this 17th day of August, 2018, by and between MCGINNIS FERRY OWNER, LLC , a Georgia limited liability company (“Borrower”), whose address is 6410 Poplar Avenue, Suite 650, Memphis, Tennessee 38119, and FIRSTBANK , a Tennessee state bank, (“Lender”), whose address, for purposes of this Agreement, is 1661 International Drive, Suite 350, Memphis, Tennessee 38120.

PRELIMINARY STATEMENTS

Lender has agreed to loan to Borrower amounts not to exceed Eight Million Six Hundred Twenty Five Thousand and No/100ths Dollars ($8,625,000.00) (the “Loan”) in connection with the refinancing of certain existing indebtedness encumbering a property known as 5110 McGinnis Ferry Road, Alpharetta, Georgia.

In connection with the funding and administration of the Loan, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

The following terms as used in this Agreement or in the other Loan Documents shall have the following meanings:

1.1. Assignment of Leases . The Assignment of Rents and Leases of even date herewith, executed by Borrower in favor of Lender.

1.2. Business Day . Any day that is not a Saturday, Sunday or banking holiday in the State of Tennessee.

1.3. Costs . All fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender, in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided in the Security Documents or any of the other Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Project. In addition to, and not in limitation of, the above, Costs shall include the cost of any appraisal of the Property (subject to the limitations set forth in Section 7.11 herein), any property condition report for the Property, any Environmental Due Diligence, and pre-closing site visit expenses of the Lender.

1.4. Deed to Secure Debt . The Deed to Secure Debt, Assignment of Rents and Leases, Security Agreement and Fixture Filing of even date herewith, from Borrower to Lender encumbering the Premises and securing repayment of the Obligations.

1.5. Default . The occurrence of any of the events described in Section 8 of this Agreement, including expiration of any applicable notice and cure period set forth therein.

1.6. Default Rate . A rate equal to the lesser of (a) the interest rate payable under the Note at the time a Default occurs, plus four percent (4.00%) per annum, and (b) the highest rate of interest allowed by Law.

1.7. Environmental Due Diligence . Environmental due diligence for the Project acceptable to Lender, which may include, at Lender’s discretion, a phase I environmental site assessment.

1.8. Governmental Authority . Any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity.

1.9. Guarantor . Jernigan Capital Operating Company, LLC, a Delaware limited liability company ("Guarantor").

1.10. Guaranty or Guaranty Agreement . The Guaranty Agreement of even date herewith guaranteeing all the Obligations of Borrower under the Loan Documents, executed by the Guarantor in favor of Lender.

1.11. Improvements . The existing improvements on the Land consisting of a 105,021 sq. ft. self-storage facility and the related parking facilities, together with any future improvements made to the Project.

1.12. Indemnity Agreement . The Environmental Indemnity Agreement of even date herewith, signed by Borrower and the Guarantor in favor of Lender.

1.13. Interest Rate Swap . Any agreement, whether or not in writing, relating to any rate swap, forward rate transaction, commodity swap, equity index swap or option, interest rate option, cap or collar transaction, or any other similar transaction, including, unless the context otherwise clearly requires, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into by Borrower (or its affiliate), in connection with the Loan, together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time.

1.14. Land . The real property described in Exhibit A attached hereto.

1.15. Laws . All federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction over the Project, as may be in effect from time to time.

1.16. Leases . All leases and other similar agreements, whether now existing or hereafter entered into, for space at the Premises, including all lease guaranties related thereto, as the same may be amended or modified from time to time.

1.17. Loan . The real estate loan in the amount of up to Eight Million Six Hundred Twenty Five Thousand and No/100ths Dollars ($8,625,000.00), as evidenced by the Note, The terms of the Loan are provided for herein and in the Note and the other Loan Documents.

1.18. Loan Documents . The Note, the Security Documents, the Indemnity Agreement, the Guaranty, any Interest Rate Swap entered into in connection with the Loan, this Agreement and any other documents or instruments evidencing or securing the Loan.

1.19. Loan Proceeds . Funds disbursed or to be disbursed under the Note pursuant to this Agreement.

1.20. Note . The Promissory Note of even date herewith, from Borrower to Lender in the principal amount of Eight Million Six Hundred Twenty Five Thousand and No/100ths Dollars ($8,625,000.00).

1.21. Obligations . All present and future debts, obligations and liabilities of Borrower to Lender arising pursuant to, or on account of, the provisions of this Agreement, the Note or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all expenses, indemnification payments, fees and other amounts due at any time under the Security Documents or any of the other Loan Documents, together with interest as provided in the Loan Documents; (c) to pay and perform all obligations of Borrower (or its affiliate) under any Interest Rate Swap; and (d) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower is required to perform, observe or comply with pursuant to the terms of the Loan Documents.

1.22. Person . An individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

1.23. Premises or Property . The Land, and all of the estate, right, title and interest of Borrower at law or in equity in and to the Land, and all of the buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land and all fixtures, machinery, appliances, equipment, furniture and personal property of every kind whatsoever now or hereafter owned by Borrower and located in or on, or attached to, and used or intended to be used in connection with the Land.

1.24. Project . The acquisition and operation of the Improvements on the Land, as contemplated by this Agreement.

1.25. Security Deed . The Deed to Secure Debt.

1.26. Security Documents . The Deed to Secure Debt, the Assignment of Leases, any UCC financing statements registered in connection with the Loan, and any and all other Loan Documents which secure the Obligations.

1.27. State . The State of Georgia.

1.28. Title Insurance Agent . First American Title Insurance Company

Contact Information: 6363 Poplar Avenue; Suite 434

Memphis, TN 38119

Attn: Carol Slone

Telephone: 901-828-6597

Fax: 901-680-9158

Email: cslone@firstam.com

1.29. Title Insurance Commitment . An American Land Title Association (“ALTA”) mortgagee’s title insurance commitment to be issued by the Title Insurance Company in such form as is acceptable to Lender.

1.30. Title Insurance Company . First American Title Insurance Company.

1.31. Title Insurance Policy . An ALTA mortgagee’s title insurance policy to be issued by the Title Insurance Company in the amount of the Note showing fee simple title to the Premises to be vested in Borrower and insuring the Deed to Secure Debt as a first lien on the Premises, subject only to exceptions permitted by Lender, and otherwise in form and substance acceptable to Lender.

ARTICLE 2. WARRANTIES AND REPRESENTATIONS

In consideration for Lender committing to fund the Loan, Borrower hereby represents and warrants to Lender that, to Borrower’s knowledge, each of the following statements is true and correct as of the date hereof:

2.1. Purpose of Loan . The Loan shall be used for general corporate purposes, payment of certain approved transaction costs, and for no other purpose. The Loan is for commercial purposes.

2.2. Pending Suits . There are no suits, judgments, bankruptcies or executions pending or threatened in writing against the Premises.

2.3. Financial Statements . The Financial Statements delivered by Borrower and any Guarantor to Lender are true and correct in all material respects, fairly present the respective financial condition of the subject thereof as of the respective dates thereof, no material adverse change has occurred in the financial condition reflected therein since the respective dates thereof and no additional borrowings have been made by Borrower since the date thereof other than the borrowing contemplated hereby or other borrowing approved by Lender..

2.4. No Mechanic’s or Materialmen’s Liens . Except for such liens disclosed in the Title Insurance Policy (if any), there are no liens or claims outstanding for work, labor or materials affecting the Property as of the date hereof.

2.5. No Violation of Other Agreements . The consummation of the transactions contemplated by this Agreement and the performance of this Agreement and the other Loan Documents will not result in any breach of, or constitute a Default under, the Borrower’s organizational documents or any other instrument or agreement to which Borrower is a party or by which it is bound.

2.6. Zoning/Land Use . The Land is zoned to permit the ownership and operation of the Improvements for the intended purpose, and Borrower has all zoning approvals necessary for the ownership and operation of the Project.

2.7. Access . The Land has access to publicly dedicated rights of way, as necessary, for the construction and intended use and operation of the Project.

2.8. Leases . Borrower has provided Lender with a current rent roll and a copy of all existing Leases. All existing Leases are in full force and effect and no default exists under the Leases as at the date hereof that would have a material adverse effect on the Project.

2.9. Organization . Borrower (i) is a duly organized or formed and validly existing limited liability company, in good standing under the laws of the jurisdiction of its formation and has the limited liability company power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (ii) has duly qualified and is authorized to do business in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, operations, prospects, property, assets, liabilities or financial condition of, such entity and its subsidiaries, taken as a whole, or on the ability of Borrower to perform its obligations under the Loan Documents. Borrower is an entity disregarded from its owner for U.S. federal income tax purposes. All organizational and authority documents of the Borrower, its by or on behalf of the Borrower are true, correct and complete, and are and remain in full force and effect.

2.10. Authority . Borrower has full power and authority to execute and deliver the Note, this Agreement and all other Loan Documents.

2.11. Sole Business . Until the Loan has been paid in full, Borrower (i) shall not engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Project, entering into the Loan and activities incidental thereto; and (ii) shall not acquire or own any assets other than the Project and such incidental personal property as may be necessary or desirable for the operation of the Project.

2.12. Real Property . Borrower is the fee simple owner of the Project.

2.13. Enforceability . This Agreement and all other Loan Documents will be valid and enforceable against Borrower and each Guarantor.

2.14. Environmental . Borrower has complied with all environmental requirements affecting the Premises imposed by any Governmental Authority having jurisdiction over the Premises, including, without limitation, the acquisition of environmental permits and licenses for the Project, and the Premises have not been used for the dumping or storage of hazardous or toxic chemicals or substances which could pose a health or safety hazard to persons on or adjacent to the Premises.

2.15. Litigation . There is not now pending or threatened in writing any litigation or claims against Borrower or any Guarantor, respectively, which would interfere with its ability to perform in accordance with the Loan Documents or which would in any way materially adversely affect the credit worthiness of Borrower or any Guarantor.

ARTICLE 3. THE LOAN

3.1. Use and Purposes . Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan Proceeds, such Loan Proceeds to be used for the purposes and subject to all of the terms, provisions and conditions of this Agreement.

3.2. Advances Secured by Security Documents . The parties hereto agree that the entire principal balance of the Loan shall be disbursed at the closing of the Loan. All disbursements, advances or payments made by Lender hereunder, from time to time, and any amounts expended by Lender under this Agreement or the other Loan Documents, including both the principal of the Loan and other disbursements, advances, or payments and all other loan expenses, including reasonable attorneys fees, as and when advanced or incurred, will be deemed to be a part of the Obligations and as such will be secured by the Security Documents to the same extent and effect as if the terms and provisions of this Agreement were set forth therein.

ARTICLE 4. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS

Unless otherwise agreed by Lender in writing, Lender will not be obligated to close the Loan and disburse any Loan Proceeds unless and until the following conditions have been satisfied (all in a manner acceptable to Lender):

4.1. Loan Documents . Borrower shall have furnished or delivered to Lender, in form and substance acceptable to Lender, the Loan Documents executed by Borrower and each Guarantor, as applicable.

4.2. Closing Costs . Borrower shall have paid all reasonable, out-of-pocket, Costs incurred by Lender in connection with the Loan, including the reasonable fees of outside counsel for the Lender.

4.3. Financial Statements . Borrower and each Guarantor shall have delivered to Lender current financial statements for Borrower and each Guarantor certified to be true, correct and complete. Said financial statements must be current within the last twelve (12) months.

4.4. Title Policy . Borrower shall have procured a commitment for the issuance of the Title Insurance Policy, in a form acceptable to Lender.

4.5. Survey . Borrower shall have provided Lender with a current or otherwise acceptable ALTA as-built survey of the Land, prepared by a licensed surveyor satisfactory to the Lender, which survey shall be certified to Lender and the Title Insurance Company, and shall be in form and substance acceptable to Lender. Borrower shall have provided Lender and the Title Company with a “no-change” affidavit which is acceptable to the Title Company.

4.6. Insurance . Borrower shall have furnished to Lender evidence, either in the form of duplicate policies, binders or certificates, acceptable to Lender (identifying each insurance policy, name of insurer, amount of coverage, deductible provisions and expiration date) that Borrower has purchased, and has in full force and effect, policies of insurance, as required by Lender and the Security Documents.

4.7. Intentionally Omitted.

4.8. Evidence of Compliance . Borrower shall have furnished to Lender evidence satisfactory to Lender that the Improvements are in compliance with all Laws and all rules and regulations promulgated thereunder.

4.9. Appraisal . Lender shall have obtained a narrative appraisal of the Premises and Improvements, on a completed basis, which is satisfactory to Lender in amount, form and substance. Borrower shall pay for the cost of the appraisal.

4.10. Organizational Documents . Lender shall be provided with a copy of Borrower’s organizational documents and evidence of authority to sign this Agreement and the other Loan Documents.

4.11. Environmental Due Diligence . Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence.

4.12. Opinion of Counsel . Borrower shall provide Lender with an opinion from counsel to Borrower and the Guarantor, in such form and content as reasonably required by Lender.

4.13. Leases . Lender shall have received executed copies of Leases, other than Leases for a self-storage unit, with a term of less than 12 months, and covering less than 5% of the rentable area of the Premises (a “ Non-Storage Lease ”). If required by Lender each Non-Storage Lease shall be accompanied by an executed subordination, estoppel and attornment agreement, in a form acceptable to Lender.

4.14. Commitment Fee . Payment of the commitment fee to Lender in the amount of Forty Three Thousand One Hundred Twenty Five Dollars and No/100ths ($43,125.00).

4.15. Third Party Agreements . Lender shall have received and approved an executed copy of the Facility Management Agreement dated as of April 30, 2015 by and between Cubesmart Asset Management, LLC (the “ Manager ”) and RRB McGinnis Ferry, LLC (the “ Management Agreement ”), which shall be in form and substance acceptable to Lender. Lender shall have received an Assignment of Management Agreement and Subordination of Management Fees executed by Borrower, Lender, and Manager with regard to the Management Agreement in a form acceptable to the Lender.

4.16. Intentionally Omitted .

4.17. Payoff of Existing Debt . Lender shall have received and approved a payoff letter for the existing debt, which shall be in form and substance acceptable to Lender.

4.18. Intentionally Omitted .

4.19. Key Bank Waiver . Lender shall have received a fully executed copy of the Second Amendment to Credit Agreement amending that certain Credit Agreement dated as of July 25, 2017 by and among Guarantor, Jernigan Capital, Inc., KeyBank National Association, Raymond James Bank, N.A., Trustmark National Bank, FirstBank, Triumph Bank, and Renasant Bank, as amended by that certain First Amendment to Credit Agreement dated as of January 16, 2018 (collectively the “ Credit Agreement ”), authorizing Guarantor to enter into the Guaranty. .

ARTICLE 5. COLLATERAL FOR THE LOAN

The Obligations shall be secured by a first priority lien on the Premises and Rents and Leases associated with the Premises and all materials and other personal property related to the operation of the Project, as evidenced by the Security Documents.

ARTICLE 6. LOAN

The loan shall be fully funded upon the Closing of the Loan.

ARTICLE 7. COVENANTS AND AGREEMENTS

Borrower covenants and agrees with Lender as follows:

7.1. Costs . Borrower will pay all reasonable, out-of-pocket Costs required to satisfy the conditions of this Agreement, including, but not limited to, all taxes and recording expenses, Lender’s attorneys fees, surveys, appraisals, title insurance, title updates, real estate taxes, and insurance policies.

7.2. Inspections . Borrower will permit Lender and its representatives, upon commercially reasonable prior notice to Borrower and subject to the rights of tenants, to enter upon the Premises at all reasonable times to inspect the Improvements and to examine all records which relate to the ownership and operation of the Improvements and will cooperate, and use reasonable efforts to cause Borrower’s manager, if applicable, to cooperate with Lender in such inspections.

7.3. Brokers . Borrower will indemnify and hold harmless Lender from and against all claims of brokers and agents arising by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby.

7.4. Advances to Cure Default . In the event that Borrower fails to perform any of Borrower’s covenants or agreements under this Agreement or any other Agreement, and fails to commence a cure of such failure within ten (10) days after written notice from Lender specifying the failure and the action required to cure same, Lender may, but shall not be required to, perform any or all of such covenants and agreements, and any amounts expended by Lender in so doing will be deemed to be a part of the Obligations under this Agreement and under the Security Documents.

7.5. Operating Account . The operating account for the Borrower (if any) shall be maintained with the Lender during the term of the Loan ( provided , that Lender hereby acknowledges and agrees that the foregoing requirement shall not apply to any operating account maintained by any property manager).

7.6. Compliance with Laws . The Improvements shall be owned and operated in accordance with all material applicable Laws, including, without limitation, all zoning, land use, code, setback and other applicable regulations and restrictions.

7.7. Books and Records; Financial Statements; Tax Returns . Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and Borrower shall permit Lender and Lender’s representatives, to examine such books and records (regardless of where maintained) and all supporting data and to make copies therefrom at all reasonable times and as often as may be requested by Lender. In addition, Borrower will furnish or cause to be furnished to Lender (i) within forty-five (45) days of each fiscal quarter, company prepared unaudited financial statements of Guarantor, setting forth the balance sheet of Guarantor as of the end of each fiscal quarter, and statement of income, statement of cash flows, and statement of retained earnings of Guarantor for each fiscal quarter, certified by Guarantor as being true and accurate in all material respects, (ii) within ninety (90) days of each fiscal year-end, company prepared unaudited financial statements of Guarantor, setting forth the balance sheet of Guarantor as of the end of each fiscal year, and statement of income, statement of cash flows, and statement of retained earnings of Guarantor for each fiscal year, certified by Guarantor as being true and accurate in all material respects as being true and accurate in all material respects, (iii) monthly, within ten (10) days of availability, management reports from the Manager with regard to the Premises and (iv) such other financial statements and information as Lender may reasonably request from time to time. All financial statements shall be in form satisfactory to Lender.

7.8. Estoppel Certificates . Within ten (10) days after any request by Lender (which request shall not be made more than once in any twelve (12) month period absent the existence of a Default), Borrower shall certify in writing to Lender, the then unpaid balance of the Loan and whether Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if Borrower claims any such right of defense or setoff, Borrower shall give a detailed written description of such claimed right.

7.9. Notification by Borrower . Borrower will promptly give written notice to Lender of any written claim by Borrower to a lessee or a lessee to Borrower of a default beyond applicable notice and/or cure periods by any other party under any Lease. Notwithstanding anything in this Section 7.9 to the contrary, such written notice shall only be required for written claims which are made outside of the ordinary course for self-storage facilities or if written claims are, at any time, currently outstanding and unresolved for more than fifteen percent (15%) of the self-storage units.

7.10. Indemnification by Borrower . Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Property; (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property (other than Claims arising from Lender’s gross negligence or willful misconduct). Notwithstanding anything herein to the contrary, if the law of the State requires the payment of any tax, fee, or other monetary obligation in connection with the delivery and/or recording of any of the Loan Documents, the payment of said tax, fee or other monetary obligation shall be the responsibility of the Borrower and if said tax, fee, or monetary obligation is unpaid and becomes due at any time, Borrower shall pay said tax, fee, or monetary obligation, or any penalty or interest associated with the non-payment of said tax, fee, or monetary obligation on demand and shall indemnify Lender for any tax, fee, or monetary obligation or any penalties or interest associated with the non-payment of said tax, fee, or monetary obligation. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.

7.11. Appraisals . Lender may obtain from time to time an appraisal of all or any part of the Property, prepared in accordance with written instructions from Lender, from a third-party appraiser satisfactory to, and engaged directly by, Lender. The cost of one such appraisal obtained by Lender in each calendar year and the cost of each such appraisal obtained by Lender following the occurrence of a Default shall be paid by Borrower on demand.

7.12. Leasing Matters .

(a) Borrower represents and warrants that Borrower has delivered to Lender Borrower’s standard form of tenant lease and a true and correct copy of all Leases, including all amendments and exhibits, and any guaranty(ies) thereof, affecting any part of the Improvements, together with an accurate and complete rent roll for the Property

(b) Borrower shall provide Lender written notice within thirty (30) days of entering into any Non-Storage Lease of space in the Improvements.

(c) Delivery of Leasing Information and Documents . From time to time upon Lender’s request, Borrower shall promptly deliver to Lender (i) complete executed originals of each Lease, (ii) a complete rent roll of the Property in such detail as Lender may require, together with such operating statements and leasing schedules and reports as Lender may require, and (iii) any and all financial statements of the tenants, subtenants and any lease guarantors to the extent available to Borrower.

7.13. Required Loan to Value . The outstanding balance of the Loan shall not exceed, at any time, an amount which causes the ratio (the “LTV Ratio”), with (i) a numerator of the then outstanding balance of the Loan and (ii) a denominator of the approved stabilized appraised value of the Project, as determined by Lender based upon a current appraisal provided to Lender, to be greater than the LTV Ratio as of the Closing Date. If the Lender determines, based on the Lender’s review of updated appraisal information, that the then current LTV Ratio exceeds the LTV Ratio as of the Closing Date, Lender shall give written notice to Borrower, and Borrower shall pay down the Loan to an amount necessary to cause the LTV Ratio to be less than or equal to the LTV Ratio as of the Closing Date. Failure of Borrower to pay down the Loan as required within ten (10) days from the date of such notice shall be deemed to be a Default under the Loan Documents. The Lender reserves the right to test this covenant annually and require a new appraisal if deemed necessary by Lender. Each required appraisal shall be ordered, reviewed, and approved by the Lender, at Borrower’s expense.

7.14. Adjusted Consolidated EBITDA to Debt Service . Guarantor will not at any time have a ratio of Adjusted Consolidated EBITDA determined for the most recently ended calendar quarter, annualized, to Debt Service determined for the most recently ended calendar quarter, annualized, of less than 1.35 to 1. Adjusted Consolidated EBITDA to Debt Service under this Section 7.14 shall be calculated pursuant to the terms of Section 9.7 of the Credit Agreement, notwithstanding any further amendments, modifications or termination of the Credit Agreement. The Credit Agreement hereby is incorporated herein by reference for the purpose calculating the Adjusted Consolidated EBITDA to Debt Service under this Section 7.14.

7.15. Management of Premises . Borrower shall not enter into any agreement providing for the management of the Premises; provided however, Lender hereby acknowledges and covenants that: (i) Borrower may engage and/or change such property management to, without Lender’s consent but with notice to Lender, a professional management company of a self-storage project if (A) the management company is consistently on the first page of a Google search in the market in which such project exists, (B) the management company maintains a professional call center, and (C) the management company maintains a revenue and management staff and revenue management information processing systems (together with its successors and assigns, collectively, the “Permitted Managers”); and (ii) it shall not unreasonably withhold, condition or delay its approval to a change in any such other manager.

7.16. Mergers; Disposition of Assets; Dividends and Other Shareholder Distributions; Etc . Borrower shall not merge or consolidate with or into, or sell, assign, lease, or otherwise dispose of substantially all of its assets (except for obsolete, damaged or unusable assets), other than in the ordinary course of Borrower's business. For avoidance of doubt, the declaration or making of any distribution or dividend by Borrower to its direct and indirect owners at any time shall not be included within the prohibition against disposition of assets contained herein, and such distribution by Borrower shall be expressly permitted unless such distribution shall directly cause an Event of Default.

ARTICLE 8. DEFAULT

8.1. Default by Borrower . The occurrence of any one or more of the following shall constitute a “Default” as such term is used herein:

(a) A failure to pay amounts due under the Note or the other Loan Documents, within ten (10) days of the date when due;

(b) Any representation, warranty or statement made by Borrower in this Agreement, the other Loan Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Loan proves untrue in any material respect at the time when made and, to the extent such materially false representation or warranty is susceptible of being cured and does not result in a continuing breach of any material covenant hereunder, such failure is not cured within thirty (30) days after written notice from Lender;

(c) Failure of Borrower to comply in all material respects with any of the terms and conditions of this Agreement, or the other Loan Documents and, to the extent such failure is susceptible of being cured, such failure continues for thirty (30) days after written notice thereof from Lender;

(d) Failure of Guarantor to comply in all material respects with any of the terms and conditions of the Guaranty, and, to the extent such failure is susceptible of being cured, such failure continues for thirty (30) days after written notice thereof from Lender;

(e) A lien for the performance of work or the supply of materials filed against the Property, remains unsatisfied or unbonded for a period of thirty (30) days after the date Borrower receives notice of the filing or service of such lien;

(f) Any Guarantor fails to pay any indebtedness or other obligation owned by such Guarantor to Lender when and as due and payable (whether by acceleration or otherwise);

(g) A default under the Key Bank Line results in an acceleration of the outstanding obligations of the Guarantor as borrower under the Key Bank Line.

(h) Without the prior written consent of Lender (which consent may be conditioned, among other matters, on the issuance of a satisfactory endorsement to the title insurance policy insuring Lender’s interest under the Security Documents), the controlling interest in Borrower ceases to be owned by the Guarantor;

(i) Intentionally Omitted ;

(j) If Borrower or any Guarantor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, makes an assignment for the benefit of creditors, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator for Borrower or any Guarantor for all or any substantial part of their properties or of the Premises;

(k) If within ninety (90) days after the commencement of any proceeding against Borrower or any Guarantor seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, such proceeding is not dismissed, or if, within ninety (90) days after the appointment, without the consent or acquiescence of Borrower of any trustee, receiver or liquidator for Borrower or any Guarantor for all or any substantial part of their properties or of the Premises; or

(l) If a third party obtains a judgment against Borrower, a Guarantor or the Project, which (a) materially and adversely impacts the ability of the Borrower or a Guarantor to perform its obligations under the Loan, and (b) is not vacated and released within ninety (90) days at the date of such judgment.

The occurrence of a Default (in each case, beyond any applicable notice and/or cure periods) under any other Loan Document shall be deemed a Default under all other Loan Documents.

8.2. Lender’s Remedies in the Default . Upon the occurrence of any Default, Lender, in addition to all remedies conferred upon Lender by Law or equity, and by the terms of the Loan Documents, may, in its sole discretion, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other:

(a) Upon five (5) days’ prior written notice to Borrower, take possession of the Premises and operate the Improvements and do anything in its sole judgment to fulfill the obligations of Borrower hereunder, any expense incurred by Lender being deemed to be part of the Obligations, including either the right to avail itself of or procure performance of existing contracts or Leases, under the assignment to Lender or otherwise, or let any contracts with the same vendors or others. Without restricting the generality of the foregoing and for purposes aforesaid, upon the occurrence of an Event of Default hereunder, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution in the Project to operate the Improvements in the name of Borrower; to use funds remaining under this Agreement or which may be reserved, or escrowed or set aside for any purpose hereunder at any time to operate the Improvements; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked;

(b) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property;

(c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower;

(d) Borrower shall not be relieved of any of the Obligations by reason of the failure of Lender to comply with any request of Borrower or of any other Person to take action to foreclose on the Property under the Security Documents or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Property. No delay or omission of Lender to exercise any right, power or remedy accruing upon the happening of a Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Default or any acquiescence therein. No remedy available to Lender under the Loan Documents or otherwise, is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity. Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender;

(e) Withhold further disbursement of the Loan Proceeds, if applicable;

(f) Declare the entire balance of the Obligations, without demand or notice of any kind (which are hereby expressly waived) to be due and payable at once and, in such event, such Obligations shall become immediately due and payable;

(g) Pursue such other remedies as may be available to Lender at Law or equity.

ARTICLE 9. GENERAL COVENANTS

9.1. No Assignments by Borrower . This Agreement may not be assigned by Borrower without the prior written consent of Lender. Borrower will remain liable for payment of all sums advanced hereunder before and after such assignment.

9.2. Intentionally Omitted .

9.3. Interest Not to Exceed Maximum Allowed by Law . If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Agreement or any other Loan Document involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable Law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or Law, so that in no event shall any payment of interest or other like charges be possible under this Agreement or the other Loan Documents in excess of the limit of such validity.

9.4. Time of the Essence . Time is of the essence of this Agreement.

9.5. No Agency . Lender is not the agent or representative of Borrower, and Borrower is not the agent or representative of Lender, and nothing in this Agreement will be construed to make Lender liable to anyone for goods delivered or services performed upon the Premises or for debts or claims accruing against Borrower.

9.6. No Partnership or Joint Venture . Neither anything contained herein nor the acts of the parties hereto will be construed to create a partnership or joint venture between Borrower and Lender.

9.7. No Third Party Beneficiaries . All conditions to the obligations of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and its assigns and no other person will have standing to require satisfaction of such conditions or be entitled to assume that Lender will not make disbursements in the absence of strict compliance with any or all thereof and no other person, under any circumstances, will be deemed to be beneficiary of such conditions, any or all of which may be waived in whole or in part by Lender at any time if Lender in its sole discretion deems it advisable to do so.

9.8. Waiver . No delay or omission by Lender to exercise any right or power arising from any Default will impair any such right or power or be considered to be a waiver of any such Default or any acquiescence therein nor shall the action or nonaction of Lender in case of Default on the part of Borrower impair any right or power arising therefrom. No disbursement of the Loan hereunder shall constitute a waiver of any of the conditions to Lender’s obligation to make further disbursements nor, in the event Borrower is unable to satisfy any such condition, shall any such disbursement have the effect of precluding Lender from thereafter declaring such inability to be a Default as hereinabove provided.

9.9. Notices . All notices, requests, demands and other communications required or permitted to be given hereunder will be sufficiently given if in writing and delivered in person or sent by United States certified mail, return receipt requested, postage prepaid, to the party being given such notice at the appropriate address set forth in the first paragraph of this Agreement, or to such other address as either party may give to the other in writing for such purpose. All such notices, requests, demands and other communications, if so mailed, will be deemed to be given when so mailed. A copy of all notices to Borrower shall be sent to (i) Guarantor at 6410 Poplar Avenue, Suite 650, Memphis, Tennessee 38119 and to (ii) Borrower’s counsel at Morrison & Foerster LLP, 250 West 55 ^th Street, New York, New York 10019, Attention: Jeffrey J. Temple, Esq.

9.10. Partial Invalidity . In the event any one or more of the provisions contained in this Agreement shall be for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein.

9.11. Entire Agreement . This Agreement, the Loan Documents and the other contracts, agreements and instruments described herein contain all of the terms and conditions related to the disbursement of the Loan by Lender and the use of the Loan by Borrower. This Agreement may not be modified or amended except in writing signed by Borrower and Lender.

9.12. Publicity . Lender shall not release articles concerning financing of the Premises without Borrower’s consent.

9.13. WAIVER OF JURY TRIAL . BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER AND LENDER EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

9.14. Further Assurances . Borrower agrees that at any time, and from time to time, after execution and delivery of this Agreement, it shall, upon the request of Lender, execute and deliver such further documents and do such further things as Lender may reasonably request in order to more fully effectuate the purposes of this Agreement; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent.

9.15. Governing Law . The creation, perfection, and enforcement of the lien, security interest and conveyance of the security title of the Security Documents shall be governed by the law of the State, except to the extent that the Uniform Commercial Code provides for the application of the law of another state. Subject to the foregoing, in all other respects, this Agreement and the other Loan Documents shall be governed by the substantive laws of the State of Tennessee.

9.16. Intentionally Omitted.

9.17. Assignments and Participations . Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants (“ Lender’s Sale Right ”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed (“ Borrower’s Sale Approval ”). Notwithstanding the preceding sentence (i) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“ Lender’s Assignee ”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.

9.18. Electronic Transmission of Data . Lender and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet to the parties, the parties affiliates, agents and representatives, and other Persons involved with the subject matter of this Agreement. Borrower and Lender acknowledge and agree that (i) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (ii) Lender shall use reasonable efforts to protect the electronically transmitted information, and (iii) subject to Section 9.18(ii) of this Agreement, Borrower will release, hold harmless and indemnify Lender from any claim, damage or loss, including or arising in whole or part from Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.

9.19. Forum . Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in Memphis, Tennessee with respect to any matter or dispute (a “Dispute”) arising in connection with the Loan, the Project or Premises. Borrower hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Borrower may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such Dispute may be made by certified or registered mail, return receipt requested, directed to Borrower at its address for notice set forth in this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction.

9.20. USA Patriot Act Notice . Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

(Remainder of Page Intentionally Left Blank)

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

	BORROWER:

	MCGINNIS FERRY OWNER, LLC ,
	a Georgia limited liability company

By:

MCGINNIS FERRY PARENT, LLC , a Georgia limited liability company, its sole member and manager

By:

JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company, its managing member and manager

By:

JERNIGAN CAPITAL, INC. , a Maryland corporation, its managing member

	By:	/s/ Kelly Luttrell
	Name: Kelly Luttrell
	Title: CFO, SVP, Treasurer

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

	LENDER:

	FIRSTBANK , a Tennessee state bank

	By:	/s/ Bill Harter
	Name: Bill Harter
	Title: Senior Vice President

EXHIBIT A - REAL ESTATE

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOTS 1054 & 1055, 2ND DISTRICT, 1ST SECTION, FORSYTH COUNTY, GEORGIA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A RE-BAR FOUND ON THE EASTERN RIGHT OF WAY OF MCGINNIS FERRY ROAD, 294.23 FEET SOUTHEAST OF THE INTERSECTION OF MCGINNIS FERRY ROAD AND WINDWARD RIDGE PARKWAY, THENCE NORTH 65 DEGREES 29 MINUTES 32 SECONDS EAST FOR A DISTANCE OF 25.00 FEET TO RE-BAR SET BEING THE POINT OF BEGINNING;

THENCE NORTH 65 DEGREES 29 MINUTES 32 SECONDS EAST FOR A DISTANCE OF 510.00 FEET TO A RE-BAR FOUND;

THENCE SOUTH 24 DEGREES 30 MINUTES 54 SECONDS EAST FOR A DISTANCE OF 368.90 FEET TO A RE-BAR FOUND;

THENCE SOUTH 65 DEGREES 29 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 509.37 FEET TO A RE-BAR SET ON THE EASTERN RIGHT OF WAY OF MCGINNIS FERRY ROAD;

THENCE ALONG THE EASTERN RIGHT OF WAY OF MCGINNIS FERRY ROAD ALONG A CIRCULAR CURVE TO THE RIGHT WITH AN ARC LENGTH OF 34.94 FEET, WITH A RADIUS OF 969.08 FEET, BEING SUBTENDED BY A CHORD BEARING OF NORTH 25 DEGREES 32 MINUTES 52 SECONDS WEST, WITH A CHORD LENGTH OF 34.94 FEET TO A POINT THE EASTERN RIGHT OF WAY OF MCGINNIS FERRY ROAD;

THENCE ALONG THE EASTERN RIGHT OF WAY OF MCGINNIS FERRY ROAD NORTH 24 DEGREES 30 MINUTES 54 SECONDS WEST FOR A DISTANCE OF 333.97 FEET TO A POINT THE EASTERN RIGHT OF WAY OF MCGINNIS FERRY ROAD BEING THE POINT OF BEGINNING.

SAID TRACT CONTAINING 4.319 ACRES AND IS SHOWN ON AN ALTA/ACSM LAND TITLE SURVEY FOR MCGINNIS FERRY OWNER, LLC, ET. AL. DATED APRIL 21, 2015 BY MCWHORTER & ANDERSON, LAND SURVEYING AND CIVIL ENGINEERING, CUMING, GA.

Exhibit 10.2

TERM LOAN AGREEMENT

This Term Loan Agreement (“Agreement”) is entered into as of this 17th day of August, 2018, by and between FRANKLIN OWNER, LLC , a Georgia limited liability company (“Borrower”), whose address is 6410 Poplar Avenue, Suite 650, Memphis, Tennessee 38119, and FIRSTBANK , a Tennessee state bank, (“Lender”), whose address, for purposes of this Agreement, is 1661 International Drive, Suite 350, Memphis, Tennessee 38120.

PRELIMINARY STATEMENTS

Lender has agreed to loan to Borrower amounts not to exceed Seven Million One Hundred Twenty Five Thousand and No/100ths Dollars ($7,125,000.00) (the “Loan”) in connection with the refinancing of certain existing indebtedness encumbering a property known as 340 Franklin Gateway Southeast, Marietta, Georgia.

In connection with the funding and administration of the Loan, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

The following terms as used in this Agreement or in the other Loan Documents shall have the following meanings:

1.1. Assignment of Leases . The Assignment of Rents and Leases of even date herewith, executed by Borrower in favor of Lender.

1.2. Business Day . Any day that is not a Saturday, Sunday or banking holiday in the State of Tennessee.

1.5. Default . The occurrence of any of the events described in Section 8 of this Agreement, including expiration of any applicable notice and cure period set forth therein.

1.7. Environmental Due Diligence . Environmental due diligence for the Project acceptable to Lender, which may include, at Lender’s discretion, a phase I environmental site assessment.

1.9. Guarantor . Jernigan Capital Operating Company, LLC, a Delaware limited liability company ("Guarantor").

1.11. Improvements . The existing improvements on the Land consisting of a 88,968 sq. ft. self-storage facility and the related parking facilities, together with any future improvements made to the Project.

1.12. Indemnity Agreement . The Environmental Indemnity Agreement of even date herewith, signed by Borrower and the Guarantor in favor of Lender.

1.14. Land . The real property described in Exhibit A attached hereto.

1.17. Loan . The real estate loan in the amount of up to Seven Million One Hundred Twenty Five Thousand and No/100ths Dollars ($7,125,000.00), as evidenced by the Note, The terms of the Loan are provided for herein and in the Note and the other Loan Documents.

1.19. Loan Proceeds . Funds disbursed or to be disbursed under the Note pursuant to this Agreement.

1.20. Note . The Promissory Note of even date herewith, from Borrower to Lender in the principal amount of Seven Million One Hundred Twenty Five Thousand and No/100ths Dollars ($7,125,000.00).

1.22. Person . An individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

1.24. Project . The acquisition and operation of the Improvements on the Land, as contemplated by this Agreement.

1.25. Security Deed . The Deed to Secure Debt.

1.27. State . The State of Georgia.

1.28. Title Insurance Agent . First American Title Insurance Company

Contact Information: 6363 Poplar Avenue; Suite 434

Memphis, TN 38119

Attn: Carol Slone

Telephone: 901-828-6597

Fax: 901-680-9158

Email: cslone@firstam.com

1.30. Title Insurance Company . First American Title Insurance Company.

ARTICLE 2. WARRANTIES AND REPRESENTATIONS

2.1. Purpose of Loan . The Loan shall be used for general corporate purposes, payment of certain approved transaction costs, and for no other purpose. The Loan is for commercial purposes.

2.2. Pending Suits . There are no suits, judgments, bankruptcies or executions pending or threatened in writing against the Premises.

2.7. Access . The Land has access to publicly dedicated rights of way, as necessary, for the construction and intended use and operation of the Project.

2.10. Authority . Borrower has full power and authority to execute and deliver the Note, this Agreement and all other Loan Documents.

2.12. Real Property . Borrower is the fee simple owner of the Project.

2.13. Enforceability . This Agreement and all other Loan Documents will be valid and enforceable against Borrower and each Guarantor.

ARTICLE 3. THE LOAN

ARTICLE 4. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS

4.1. Loan Documents . Borrower shall have furnished or delivered to Lender, in form and substance acceptable to Lender, the Loan Documents executed by Borrower and each Guarantor, as applicable.

4.2. Closing Costs . Borrower shall have paid all reasonable, out-of-pocket, Costs incurred by Lender in connection with the Loan, including the reasonable fees of outside counsel for the Lender.

4.4. Title Policy . Borrower shall have procured a commitment for the issuance of the Title Insurance Policy, in a form acceptable to Lender.

4.7. Intentionally Omitted.

4.10. Organizational Documents . Lender shall be provided with a copy of Borrower’s organizational documents and evidence of authority to sign this Agreement and the other Loan Documents.

4.12. Opinion of Counsel . Borrower shall provide Lender with an opinion from counsel to Borrower and the Guarantor, in such form and content as reasonably required by Lender.

4.14. Commitment Fee . Payment of the commitment fee to Lender in the amount of Thirty Five Thousand Six Hundred Twenty Five Dollars and No/100ths ($35,625.00).

4.15. Third Party Agreements . Lender shall have received and approved an executed copy of the Facility Management Agreement dated as of April 30, 2015 by and between Cubesmart Asset Management, LLC (the “ Manager ”) and RRB Franklin, LLC (the “ Management Agreement ”), which shall be in form and substance acceptable to Lender. Lender shall have received an Assignment of Management Agreement and Subordination of Management Fees executed by Borrower, Lender, and Manager with regard to the Management Agreement in a form acceptable to the Lender.

4.16. Intentionally Omitted .

4.17. Payoff of Existing Debt . Lender shall have received and approved a payoff letter for the existing debt, which shall be in form and substance acceptable to Lender.

4.18. Intentionally Omitted .

ARTICLE 5. COLLATERAL FOR THE LOAN

ARTICLE 6. LOAN

The loan shall be fully funded upon the Closing of the Loan.

ARTICLE 7. COVENANTS AND AGREEMENTS

Borrower covenants and agrees with Lender as follows:

7.12. Leasing Matters .

(b) Borrower shall provide Lender written notice within thirty (30) days of entering into any Non-Storage Lease of space in the Improvements.

ARTICLE 8. DEFAULT

8.1. Default by Borrower . The occurrence of any one or more of the following shall constitute a “Default” as such term is used herein:

(a) A failure to pay amounts due under the Note or the other Loan Documents, within ten (10) days of the date when due;

(f) Any Guarantor fails to pay any indebtedness or other obligation owned by such Guarantor to Lender when and as due and payable (whether by acceleration or otherwise);

(g) A default under the Key Bank Line results in an acceleration of the outstanding obligations of the Guarantor as borrower under the Key Bank Line.

(i) Intentionally Omitted ;

The occurrence of a Default (in each case, beyond any applicable notice and/or cure periods) under any other Loan Document shall be deemed a Default under all other Loan Documents.

(b) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property;

(e) Withhold further disbursement of the Loan Proceeds, if applicable;

(g) Pursue such other remedies as may be available to Lender at Law or equity.

ARTICLE 9. GENERAL COVENANTS

9.2. Intentionally Omitted .

9.4. Time of the Essence . Time is of the essence of this Agreement.

9.6. No Partnership or Joint Venture . Neither anything contained herein nor the acts of the parties hereto will be construed to create a partnership or joint venture between Borrower and Lender.

9.12. Publicity . Lender shall not release articles concerning financing of the Premises without Borrower’s consent.

9.16. Intentionally Omitted.

(Remainder of Page Intentionally Left Blank)

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

	BORROWER:

	FRANKLIN OWNER, LLC ,
	a Georgia limited liability company

By:

FRANKLIN PARENT, LLC , a Georgia limited liability company, its sole member and manager

By:

JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company, its managing member and manager

By:

JERNIGAN CAPITAL, INC. , a Maryland corporation, its managing member

	By:	/s/ Kelly Luttrell
	Name: Kelly Luttrell
	Title: CFO, SVP, Treasurer

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

	LENDER:

	FIRSTBANK , a Tennessee state bank

	By:	/s/ Bill Harter
	Name: Bill Harter
	Title: Senior Vice President

EXHIBIT A - REAL ESTATE

All that tract or parcel of land lying and being in Land Lot 576 of the 17th District, 2nd Section of Cobb County, Georgia, being more particularly described as follows:

Beginning at an iron pin found (#5 rebar) on the southwesterly right-of-way line of Franklin Road (80 foot right-of-way), said iron pin being located 571.53 feet northwesterly as measured along said southwesterly right-of-way line of Franklin Road from its intersection with the westerly right-of-way line of Lovena Drive (60 foot right-of-way); thence leaving said right-of-way line and running South 01 degree 01 minute 47 seconds East a distance of 416.29 feet to a point; thence South 70 degrees 30 minutes 09 seconds West a distance of 171.71 feet to an iron pin set (#4 rebar); thence North 66 degrees 09 minutes 36 seconds West a distance of 0.96 feet to a point; thence North 66 degrees 21 minutes 10 seconds West a distance of 266.45 feet to an iron pin (#5 rebar); thence North 22 degrees 51 minutes 11 seconds East a distance of 540.51 feet to an iron pin (pk nail) located on the southwesterly right-of- way line of Franklin Road; thence running along said southwesterly right-of-way line of Franklin Road along the arc of a curve to the right (said curve having a radius of 346.05 feet and being subtended by a chord bearing South 59 degrees 29 minutes 38 seconds East a distance of 79.47 feet) an arc distance of 79.65 feet to a point; thence continuing along said right-of-way line South 52 degrees 54 minutes 02 seconds East a distance of 151.64 feet to an iron pin found at the Point of Beginning.

Said property containing 3.719 acres on that certain ALTA/ACSM Land Title Survey for Franklin Owner, LLC, First American Title Insurance Company, et. al., dated October 8, 2012, prepared by Land Systems LLC, by Edward G. Vickery, R.L.S. No. 2563 . revised 04-20-15.

Together with the easement rights as set forth in Declaration of Joint and Reciprocal Easements by Edward J. Bloomer and Ken Smith Auto Parts, Inc., a Tennessee corporation, dated July 20, 2001, filed July 8, 2002, and recorded in Deed Book 13558, Page 4716, aforesaid Records.

Further together with that certain drainage easement as set forth on that recorded Plat in Plat Book 96, Page 71, aforesaid Records.

Exhibit 10.3

TERM LOAN AGREEMENT

This Term Loan Agreement (“Agreement”) is entered into as of this 17th day of August, 2018, by and between STORAGE BUILDERS II LLC , a Delaware limited liability company (“Borrower”), whose address is 6410 Poplar Avenue, Suite 650, Memphis, Tennessee 38119, and FIRSTBANK , a Tennessee state bank, (“Lender”), whose address, for purposes of this Agreement, is 1661 International Drive, Suite 350, Memphis, Tennessee 38120.

PRELIMINARY STATEMENTS

Lender has agreed to loan to Borrower amounts not to exceed Nine Million One Hundred Fifty Thousand and No/100ths Dollars ($9,150,000.00) (the “Loan”) in connection with the refinancing of certain existing indebtedness encumbering a property known as 11920 West Colonial Drive, Ocoee, Florida.

In connection with the funding and administration of the Loan, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

The following terms as used in this Agreement or in the other Loan Documents shall have the following meanings:

1.1. Assignment of Leases . The Assignment of Rents and Leases of even date herewith, executed by Borrower in favor of Lender.

1.2. Business Day . Any day that is not a Saturday, Sunday or banking holiday in the State of Tennessee.

1.5. Default . The occurrence of any of the events described in Section 8 of this Agreement, including expiration of any applicable notice and cure period set forth therein.

1.7. Environmental Due Diligence . Environmental due diligence for the Project acceptable to Lender, which may include, at Lender’s discretion, a phase I environmental site assessment.

1.9. Guarantor . Jernigan Capital Operating Company, LLC, a Delaware limited liability company ("Guarantor").

1.11. Improvements . The existing improvements on the Land consisting of a 113,817 sq. ft. self-storage facility and the related parking facilities, together with any future improvements made to the Project.

1.12. Indemnity Agreement . The Environmental Indemnity Agreement of even date herewith, signed by Borrower and the Guarantor in favor of Lender.

1.14. Land . The real property described in Exhibit A attached hereto.

1.17. Loan . The real estate loan in the amount of up to Nine Million One Hundred Fifty Thousand and No/100ths Dollars ($9,150,000.00), as evidenced by the Note, The terms of the Loan are provided for herein and in the Note and the other Loan Documents.

1.19. Loan Proceeds . Funds disbursed or to be disbursed under the Note pursuant to this Agreement.

1.20. Note . The Promissory Note of even date herewith, from Borrower to Lender in the principal amount of Nine Million One Hundred Fifty Thousand and No/100ths Dollars ($9,150,000.00).

1.22. Person . An individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

1.24. Project . The acquisition and operation of the Improvements on the Land, as contemplated by this Agreement.

1.25. Security Deed . The Deed to Secure Debt.

1.27. State . The State of Georgia.

1.28. Title Insurance Agent . First American Title Insurance Company

Contact Information: 6363 Poplar Avenue; Suite 434

Memphis, TN 38119

Attn: Carol Slone

Telephone: 901-828-6597

Fax: 901-680-9158

Email: cslone@firstam.com

1.30. Title Insurance Company . First American Title Insurance Company.

ARTICLE 2. WARRANTIES AND REPRESENTATIONS

2.1. Purpose of Loan . The Loan shall be used for general corporate purposes, payment of certain approved transaction costs, and for no other purpose. The Loan is for commercial purposes.

2.2. Pending Suits . There are no suits, judgments, bankruptcies or executions pending or threatened in writing against the Premises.

2.7. Access . The Land has access to publicly dedicated rights of way, as necessary, for the construction and intended use and operation of the Project.

2.10. Authority . Borrower has full power and authority to execute and deliver the Note, this Agreement and all other Loan Documents.

2.12. Real Property . Borrower is the fee simple owner of the Project.

2.13. Enforceability . This Agreement and all other Loan Documents will be valid and enforceable against Borrower and each Guarantor.

ARTICLE 3. THE LOAN

ARTICLE 4. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS

4.1. Loan Documents . Borrower shall have furnished or delivered to Lender, in form and substance acceptable to Lender, the Loan Documents executed by Borrower and each Guarantor, as applicable.

4.2. Closing Costs . Borrower shall have paid all reasonable, out-of-pocket, Costs incurred by Lender in connection with the Loan, including the reasonable fees of outside counsel for the Lender.

4.4. Title Policy . Borrower shall have procured a commitment for the issuance of the Title Insurance Policy, in a form acceptable to Lender.

4.7. Intentionally Omitted.

4.10. Organizational Documents . Lender shall be provided with a copy of Borrower’s organizational documents and evidence of authority to sign this Agreement and the other Loan Documents.

4.12. Opinion of Counsel . Borrower shall provide Lender with an opinion from counsel to Borrower and the Guarantor, in such form and content as reasonably required by Lender.

4.14. Commitment Fee . Payment of the commitment fee to Lender in the amount of Forty Five Thousand Seven Hundred Fifty Dollars and No/100ths ($45,750.00).

4.15. Third Party Agreements . Lender shall have received and approved an executed copy of the Facility Management Agreement dated as of March 3, 2018 by and between Cubesmart Asset Management, LLC (the “ Manager ”) and Storage Builders II LLC (the “ Management Agreement ”), which shall be in form and substance acceptable to Lender. Lender shall have received an Assignment of Management Agreement and Subordination of Management Fees executed by Borrower, Lender, and Manager with regard to the Management Agreement in a form acceptable to the Lender.

4.16. Intentionally Omitted .

4.17. Payoff of Existing Debt . Lender shall have received and approved a payoff letter for the existing debt, which shall be in form and substance acceptable to Lender.

4.18. Intentionally Omitted .

ARTICLE 5. COLLATERAL FOR THE LOAN

ARTICLE 6. LOAN

The loan shall be fully funded upon the Closing of the Loan.

ARTICLE 7. COVENANTS AND AGREEMENTS

Borrower covenants and agrees with Lender as follows:

7.12. Leasing Matters .

(b) Borrower shall provide Lender written notice within thirty (30) days of entering into any Non-Storage Lease of space in the Improvements.

ARTICLE 8. DEFAULT

8.1. Default by Borrower . The occurrence of any one or more of the following shall constitute a “Default” as such term is used herein:

(a) A failure to pay amounts due under the Note or the other Loan Documents, within ten (10) days of the date when due;

(f) Any Guarantor fails to pay any indebtedness or other obligation owned by such Guarantor to Lender when and as due and payable (whether by acceleration or otherwise);

(g) A default under the Key Bank Line results in an acceleration of the outstanding obligations of the Guarantor as borrower under the Key Bank Line;

(i) Intentionally Omitted ;

The occurrence of a Default (in each case, beyond any applicable notice and/or cure periods) under any other Loan Document shall be deemed a Default under all other Loan Documents.

(b) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property;

(e) Withhold further disbursement of the Loan Proceeds, if applicable;

(g) Pursue such other remedies as may be available to Lender at Law or equity.

ARTICLE 9. GENERAL COVENANTS

9.2. Intentionally Omitted .

9.4. Time of the Essence . Time is of the essence of this Agreement.

9.6. No Partnership or Joint Venture . Neither anything contained herein nor the acts of the parties hereto will be construed to create a partnership or joint venture between Borrower and Lender.

9.12. Publicity . Lender shall not release articles concerning financing of the Premises without Borrower’s consent.

9.16. Intentionally Omitted.

(Remainder of Page Intentionally Left Blank)

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

	BORROWER:

	STORAGE BUILDERS II LLC , a Delaware limited liability company

By:

JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company, its sole member and managing member

By:

JERNIGAN CAPITAL, INC. , a Maryland corporation, its managing member

By:

/s/ Kelly Luttrell

Name: Kelly Luttrell

Title: CFO, SVP, Treasurer

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

	LENDER:

	FIRSTBANK , a Tennessee state bank

	By:	/s/ Bill Harter
	Name: Bill Harter
	Title: Senior Vice President

EXHIBIT A - REAL ESTATE

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS:

PARCEL I:

TRACT A:

LOT 1, WEST 50 COMMERCIAL SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 70, PAGE 84, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

TRACT B:

TOGETHER WITH NON-EXCLUSIVE APPURTENANT EASEMENTS, AS CREATED BY THAT DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR WEST 50 COMMERCIAL SUBDIVISION, AS RECORDED IN OFFICIAL RECORDS BOOK 9477, PAGE 2461, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

TRACT C:

TOGETHER WITH NON-EXCLUSIVE APPURTENANT EASEMENTS, AS CREATED BY THAT CERTAIN DECLARATION OF RESTRICTIVE COVENANTS, AS RECORDED IN OFFICIAL RECORDS INSTRUMENT NUMBER 20160604598, AND AMENDED BY FIRST AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS RECORDED IN OFFICIAL RECORDS INSTRUMENT NUMBER 20170273743, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

PARCEL II:

TRACT A:

LOT 4, WEST 50 COMMERCIAL SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 70, PAGE 34, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

TRACT B:

TRACT C

Exhibit 10.4

GUARANTY AGREEMENT

FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to MCGINNIS FERRY OWNER, LLC , a Georgia limited liability company (hereinafter called the "Borrower"), by FIRSTBANK , a Tennessee state bank, a national banking association organized and existing under the laws of the United States, and having a place of business in Memphis, Tennessee (hereinafter called the "Lender"), the undersigned JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company (hereinafter called the "Guarantor"), for itself, its assigns, executors, administrators and successors absolutely and unconditionally guarantee(s) the full and prompt payment to the Lender, of any and all indebtedness, obligations and liabilities of every kind and nature, however created, arising or evidenced, of the Borrower to the Lender, as the same shall become due and payable under the Loan Documents (whether at stated maturity, upon acceleration, or otherwise), whether now existing or hereafter created or arising, together with any Enforcement Costs (as hereinafter defined) with respect thereto (all of which is collectively referred to as the "Indebtedness").

THIS AGREEMENT SHALL BE A CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY, and shall remain in full force and effect until the Indebtedness (and interest thereon and expenses in connection therewith), and all renewals, modifications, or extensions thereof, in whole or in part, shall have been fully paid and satisfied. The death or dissolution of the Guarantor (or any of them, if more than one) shall not terminate this Agreement.

The Guarantor acknowledges that this Agreement is necessary to induce the Lender to make and/or maintain the Indebtedness and Guarantor will receive direct and material benefit from the Lender’s extension of credit to Borrower and providing other financial accommodations to the Borrower.

The Lender is hereby expressly authorized to make from time to time, without notice to anyone: any renewals, modifications or extensions, whether such renewals, modifications or extensions be in whole or in part and without limit as to the number of such extensions or of the renewal periods thereof, and without notice to or further assent from the undersigned, sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the collateral pledged to secure the Indebtedness or any part of said Indebtedness, either express or implied, or of any contracts or instruments evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or other guaranties upon any of said Indebtedness; and the liability of the Guarantor (or any of them, if more than one) shall not be in any manner affected, diminished or impaired thereby, or by any lack of diligence, failure, neglect or omission on the part of the Lender to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of said Indebtedness, or any collateral or security therefor, or to exercise any lien upon or right of appropriation or setoff of any moneys, accounts, credits, or property of said Borrower, possessed by the Lender, towards the liquidation of said Indebtedness, or by any application of payments or credits thereon. Following the occurrence and during the continuance of an Event of Default, the Lender shall have the exclusive right to determine how, when and what application of payments and credits, if any, shall be made on said Indebtedness, or any part thereof, and shall be under no obligation, at any time, to file a claim against, or exhaust its remedies against the Borrower, or any one or more of the Guarantors, or other persons or corporations, their properties or estates, or to resort to or exhaust its remedies against, any collateral, security, property, liens or other rights whatsoever. It is expressly agreed that any claims against Borrower, against any other guarantor, or against any collateral, accruing to the Guarantor (or any of them, if more than one) by reason of payments made hereunder shall be in all respects junior and subordinate to any obligation then or subsequently owed by the Borrower or by such other guarantor to the Lender. No set-off, claim, reduction, or diminution of any obligation or defense of any kind or nature, which Guarantor or any Borrower has or may have against Lender, shall be available hereunder to Guarantor against Lender.

In addition, the liability of the Guarantor (or each of them, if more than one) under this Agreement shall be continuing, absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by (a) any lack of validity or enforceability of the Indebtedness; (b) any failure or omission of Lender to realize upon or protect any of the collateral securing the Indebtedness, to exercise or enforce any lien upon the collateral securing the Indebtedness, or to exercise any right of set-off (except to the extent any such failure to protect the collateral amounts to gross negligence or willful misconduct by the Lender); (c) any bankruptcy, insolvency, arrangement, composition, assignment for the benefit of creditors, or similar proceeding commenced by or against either Borrower or Guarantor; (d) any failure to perfect or continue perfection of, or any release or waiver of, any rights given to Lender with respect to any property as security for the performance of the Indebtedness by Borrower, or Guarantor’s obligations hereunder; (e) dissolution (voluntarily or involuntarily) of Guarantor; (f) any defense that may arise by reason of the failure of Lender to file or enforce a claim against any Borrower or Guarantor in any bankruptcy or other proceeding; (g) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of Borrower or Guarantor, the marshalling of assets and liabilities, or other similar proceeding affecting Borrower, Guarantor, or any of their respective assets; (h) intentionally omitted; (i) the genuineness, validity, or enforceability of the Loan Documents; (j) the release of Borrower or Guarantor from the performance or observance of any of the agreements, covenants, terms, or conditions contained in the Loan Documents by operation of law, except upon full payment of the Indebtedness; or (k) any other circumstances which might otherwise constitute a legal or equitable discharge of, or defense available to, a guarantor or surety.

Guarantor further waives (a) any right to notice of advances made to Borrower from time to time under the provisions of the Loan Documents; (b) any law, statute, obligation or requirement which purports to require Lender to pursue any collateral securing the Indebtedness prior to proceeding under this Agreement; (c) any right of Guarantor to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time; (d) any and all notice of every kind to which Guarantor might otherwise be entitled with respect to the incurring of any further or increased obligation or liability by Borrower to Lender, any renewal, amendment, extension or modification of any of the Indebtedness, the demand for payment or the payment of all or any of the Indebtedness or other liabilities of Borrower or Guarantor to Lender (whether now existing or hereafter arising) or the presentment of any instrument for payment at any time in connection with any obligation or liability of Borrower or Guarantor or the protest or nonpayment thereof; and (e) any and all defenses, claims and discharges of Borrower, or any other obligor, pertaining to the Indebtedness. Without limiting the generality of the foregoing, the Guarantor will not assert, plead, or enforce against the Lender any defense of waiver, release, statute of limitations, fraud, incapacity, minority, usury, illegality or unenforceability which may be available to the Borrower or any other person liable in respect of the indebtedness or any setoff available against the Lender to Borrower or any such person. The Guarantor expressly agrees that it will be remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision, and any failure to confirm judicially any deficiency. Guarantor hereby further waives, surrenders, and agrees not to claim or enforce (i) any right to be subrogated in whole or in part of any right or claim of Lender against Borrower or Guarantor arising under the Loan Documents or any other collateral given to Lender as security for the payment or performance of the Indebtedness; and (ii) any right to require the marshalling of any assets of Borrower or Guarantor, which right of subrogation or marshalling might otherwise arise from any partial payment of the Indebtedness by Guarantor.

As security for the undertakings and obligations of the Guarantor hereunder, the Guarantor (or each of them, if more than one) expressly grants and gives to the Lender a right of immediate setoff, without demand or notice, of the balance of every deposit account, now or at any time hereafter existing, of the Guarantor (or each of them, if more than one) with the Lender, and a general lien upon, and security interest in all money, negotiable instruments, commercial paper, notes, bonds, stocks, credits and/or choses in action, or any interest therein, and any other property, rights, and interests of the Guarantor (or each of them, if more than one) or any evidence thereof, which have or any time shall come into the possession, custody, or control of the Lender, and, in the event of default hereunder, the Lender may sell or cause to be sold at public or private sale in any manner which may be lawful, for cash or credit and upon such terms as the Lender may see fit, and (except as may be otherwise expressly provided by the Uniform Commercial Code, or other applicable law) without demand or notice to the Guarantor (or each of them, if more than one), all or any of such security, and the Lender (unless prohibited by the Uniform Commercial Code from so doing) or any other person may purchase such property, rights or interests so sold and thereafter hold the same free of any claim or right of whatsoever kind, including any right or equity or redemption, of the Guarantor (or each of them, if more than one), such demand, notice, right or equity of redemption being hereby expressly waived and released.

In the event of the death, incompetency, dissolution, liquidation, insolvency (however evidenced) of the Borrower, or institution of bankruptcy or receivership proceedings by the Borrower, or in the event that any involuntary bankruptcy or receivership proceedings filed against the Borrower shall not be dismissed within thirty (30) days following the institution of such proceedings, then and in any such event all of the Indebtedness shall, for the purposes of this Agreement, and at the option of the Lender, immediately become due and payable from the Guarantor; and, in such event, any and all sums or payments of any nature which may be or become due and payable by the Borrower to the undersigned are hereby assigned to the Lender, and shall be collectible by the Lender, without necessity for other authority than this instrument, until the Indebtedness shall be fully paid and discharged, but such collection by the Lender shall not in any respect affect, impair or diminish any other rights of the Lender hereunder.

The granting of credit from time to time by the Lender to the Borrower, in excess of the amount to which right of recovery under this Agreement is limited and without notice to the Guarantor (or any of them, if more than one), is hereby expressly authorized and shall in no way affect or impair this Agreement; and, in the event that the Indebtedness of the Borrower to the Lender shall so exceed the amount to which this Agreement is limited, any payment by the Borrower or any collections or recovery by the Lender from any sources other than this Agreement may first be applied by the Lender to any portion of the Indebtedness which exceeds the limits of this Agreement.

The Guarantor (or each of them, if more than one) will not exercise any rights that Guarantor (or any of them, if more than one) may acquire by way of subrogation under this Agreement, by any payment made hereunder or otherwise, until all of the Indebtedness shall have been paid in full. If any amount shall be paid to the Guarantor (or any of them, if more than one) on account of such subrogation rights at any time when all the Indebtedness shall not have been paid in full, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied upon the Indebtedness.

Notwithstanding any provision of the preceding paragraph to the contrary, if at any time the Guarantor (or any of them, if more than one) is or becomes an "insider" (as defined from time to time in Section 101 of the Federal Bankruptcy Code) with respect to the Borrower, the Guarantor (or each of them, if more than one) waives any and all rights of subrogation against the Borrower with respect to this Agreement, whether such rights arise under an express or implied contract or by operation of law, it being the intention of the parties that, if any Guarantor is an "insider" with respect to the Borrower, the Guarantor shall not be deemed to be a "creditor" (as defined in Section 101 of the Federal Bankruptcy Code) of the Borrower, by reason of the existence of this Agreement in the event that the Borrower becomes a debtor in any proceeding under the Federal Bankruptcy Code.

Subject to applicable law, in the event Lender is required at any time to refund or repay to any person for any reason any sums collected by it on account of the obligations subject to this Agreement, including but not limited to sums repaid to a trustee in Bankruptcy as a result of an avoided preferential transfer or fraudulent conveyance, Guarantor agrees that all such sums shall be subject to the terms of this Agreement and that Lender shall be entitled to recover such sums from Guarantor notwithstanding the fact that this Agreement previously may have been returned to Guarantor or that Guarantor previously may have been discharged from further liability under this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, if the obligations of the Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of the Guarantor's (or each of them, if more than one) liability under this Agreement, then notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action by the Guarantor (or each of them, if more than one) or any other person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

Subject to the requirements set forth in Section 9.17 of the Loan Agreement, the Lender may, sell, assign, participate, or transfer all or any part of said Indebtedness; and in that event each and every immediate and successive assignee, transferee or holder of all or any part of said Indebtedness shall have the right to enforce this Agreement, by suit or otherwise, for the benefit of such assignee, transferee or holder, as fully as though such assignee, transferee or holder were herein by name given such rights, powers and benefits; but the Lender shall have an unimpaired right, prior and superior to that of any said assignee, transferee or holder, to enforce this Agreement for the benefit of the Lender, as to so much of said Indebtedness that has not been sold, assigned or transferred.

No act of commission or omission of any kind, or at any time, on the part of the Lender in respect of any matter whatsoever shall in any way affect or impair this Agreement (except to the extent any such act amounts to gross negligence or willful misconduct by the Lender). This Agreement is in addition to and not in substitution for or discharge of any other guaranty held by the Lender. The Guarantor (or each of them, if more than one) waives any rights of action Guarantor (or any of them, if more than one) might have against the Lender because of the exercise by the Lender in any manner howsoever of any rights granted to the Lender herein.

Guarantor shall provide to Lender the Guarantor financial statements set forth in Section 7.7 of the Loan Agreement.

Any notice, demand, or request by Lender to Guarantor or by Guarantor to Lender shall be in writing and shall be given in accordance with the Loan Agreement.

In the event Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor will reimburse Lender, within ten (10) days’ of Lender’s request therefor, for all reasonable out-of-pocket expenses incurred by Lender in connection with the enforcement of this Guaranty (including, without limitation, reasonable out-of-pocket attorneys’ fees) (collectively, the “Enforcement Costs”).

Guarantor irrevocably: (a) agrees that Lender or any other holder or holders of the Indebtedness may bring suit, action, or other legal proceedings arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Tennessee, sitting in Memphis, Shelby County, Tennessee, or the courts of the United States for the Western District of Tennessee, sitting in Memphis, Shelby County, Tennessee, but shall not be restricted to such courts; (b) consents to the jurisdiction of each such court in any such suit, action, or proceeding; and (c) waives any objection which Guarantor may have to the laying of the venue of any such suit, action, or proceeding in any of such courts.

This Agreement contains the entire agreement between the parties and every part thereof shall be binding upon the Guarantor (or each of them, if more than one), Guarantor's successors and assigns, as fully as though everywhere specifically mentioned, and shall inure to the benefit of the Lender, and its successors and assigns, and shall be construed according to the laws of the State of Tennessee, in which state it is accepted by the Lender.

If any provision hereof is invalid or unenforceable, the remaining provisions hereof shall not be affected by such invalidity or unenforceability. Each term and provision contained herein shall, however, be valid and enforceable to the fullest extent permitted by applicable law. Each and every right, remedy, and power hereby granted to Lender or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Lender at any time and from time to time. In the event that the Indebtedness exceeds in any respect any amount by which this Agreement may be limited, any payments by Borrower, or any collections or recovery by Lender from any sources other than this Agreement, may be applied first by Lender to any portion of the Indebtedness which exceeds the limits of this Agreement.

The Guarantor (or each of them, if more than one) acknowledges that this Agreement is and shall be effective against such Guarantor upon execution by such Guarantor (regardless of whether any other person named herein as Guarantor shall sign), and delivery hereof to the Lender, or its agent; and that it shall not be necessary for the Lender to execute any acceptance hereof or otherwise to signify or express its acceptance hereof.

ALL OF THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY BE DELIVERED IN THE FUTURE) IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT.

IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed by its duly authorized officers on this the 17th day of August, 2018.

JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company

	By:	JERNIGAN CAPITAL, INC. , a Maryland corporation, its managing member

		By:	/s/ Kelly Luttrell
		Name: Kelly Luttrell
		Title: CFO, SVP, Treasurer

Exhibit 10.5

GUARANTY AGREEMENT

FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to FRANKLIN OWNER, LLC , a Georgia limited liability company (hereinafter called the "Borrower"), by FIRSTBANK , a Tennessee state bank, a national banking association organized and existing under the laws of the United States, and having a place of business in Memphis, Tennessee (hereinafter called the "Lender"), the undersigned JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company (hereinafter called the "Guarantor"), for itself, its assigns, executors, administrators and successors absolutely and unconditionally guarantee(s) the full and prompt payment to the Lender, of any and all indebtedness, obligations and liabilities of every kind and nature, however created, arising or evidenced, of the Borrower to the Lender, as the same shall become due and payable under the Loan Documents (whether at stated maturity, upon acceleration, or otherwise), whether now existing or hereafter created or arising, together with any Enforcement Costs (as hereinafter defined) with respect thereto (all of which is collectively referred to as the "Indebtedness").

Guarantor shall provide to Lender the Guarantor financial statements set forth in Section 7.7 of the Loan Agreement.

Any notice, demand, or request by Lender to Guarantor or by Guarantor to Lender shall be in writing and shall be given in accordance with the Loan Agreement.

IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed by its duly authorized officers on this the 17th day of August, 2018.

JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company

	By:	JERNIGAN CAPITAL, INC. , a Maryland corporation, its managing member

		By:	/s/ Kelly Luttrell
		Name: Kelly Luttrell
		Title: CFO, SVP, Treasurer

Exhibit 10.6

GUARANTY AGREEMENT

FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to STORAGE BUILDERS II LLC , a Delaware limited liability company (hereinafter called the "Borrower"), by FIRSTBANK , a Tennessee state bank, a national banking association organized and existing under the laws of the United States, and having a place of business in Memphis, Tennessee (hereinafter called the "Lender"), the undersigned JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company (hereinafter called the "Guarantor"), for itself, its assigns, executors, administrators and successors absolutely and unconditionally guarantee(s) the full and prompt payment to the Lender, of any and all indebtedness, obligations and liabilities of every kind and nature, however created, arising or evidenced, of the Borrower to the Lender, as the same shall become due and payable under the Loan Documents (whether at stated maturity, upon acceleration, or otherwise), whether now existing or hereafter created or arising, together with any Enforcement Costs (as hereinafter defined) with respect thereto (all of which is collectively referred to as the "Indebtedness").

Guarantor shall provide to Lender the Guarantor financial statements set forth in Section 7.7 of the Loan Agreement.

Any notice, demand, or request by Lender to Guarantor or by Guarantor to Lender shall be in writing and shall be given in accordance with the Loan Agreement.

IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed by its duly authorized officers on this the 17th day of August, 2018.

JERNIGAN CAPITAL OPERATING COMPANY, LLC , a Delaware limited liability company

	By:	JERNIGAN CAPITAL, INC. , a Maryland corporation, its managing member

		By:	/s/ Kelly Luttrell
		Name: Kelly Luttrell
		Title: CFO, SVP, Treasurer