Common use of RIGHTS AND OBLIGATIONS OF THE Clause in Contracts

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 36 8.1 Management of the Partnership 36 8.2 Power of Attorney 36 8.3 Limitation on Liability of Limited Partners 36 8.4 Exchange Right 36 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 38 9.1 Purchase for Investment 38 9.2 Restrictions on Transfer of Limited Partnership Interests 38 9.3 Admission of Substitute Limited Partner 39 9.4 Rights of Assignees of Partnership Interests 40 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 41 9.6 Joint Ownership of Interests 41 9.7 Redemption of Partnership Units 41 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 41 10.1 Books and Records 41 10.2 Custody of Partnership Funds; Bank Accounts 41 10.3 Fiscal and Taxable Year 42 10.4 Annual Tax Information and Report 42 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 42 10.6 Reports Made Available to Limited Partners 42 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 43 ARTICLE 12 GENERAL PROVISIONS 43 12.1 Notices 43 12.2 Survival of Rights 43 12.3 Additional Documents 44 12.4 Severability 44 12.5 Entire Agreement 44 12.6 Pronouns and Plurals 44 12.7 Headings 44 12.8 Counterparts 44 12.9 Governing Law 44 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 46 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 47 SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of March 28, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 36 30 8.1 Management of the Partnership 36 30 8.2 Power of Attorney 36 30 8.3 Limitation on Liability of Limited Partners 36 30 8.4 Exchange Ownership by Limited Partner of Corporate General Partner or Affiliate 30 8.5 Limited Partner Right 36 of Redemption 30 8.6 Redemption of Special Limited Partnership Units 31 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 38 UNITS 32 9.1 Purchase for Investment 38 32 9.2 Restrictions on Transfer of Limited Partnership Interests 38 Units 32 9.3 Admission of Substitute Limited Partner 39 33 9.4 Rights of Assignees of Partnership Interests 40 Units 34 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 41 Partner. 34 9.6 Joint Ownership of Interests 41 9.7 Redemption of Partnership Units 41 34 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 41 34 10.1 Books and Records 41 34 10.2 Custody of Partnership Funds; Bank Accounts 41 34 10.3 Fiscal and Taxable Year 42 35 10.4 Annual Tax Information and Report 42 35 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 42 35 10.6 Reports Made Available to Limited Partners 42 35 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 43 AGREEMENT 36 ARTICLE 12 GENERAL PROVISIONS 43 36 12.1 Notices 43 36 12.2 Survival of Rights 43 36 12.3 Additional Documents 44 36 12.4 Severability 44 36 12.5 Entire Agreement 44 36 12.6 Pronouns and Plurals 44 37 12.7 Headings 44 37 12.8 Counterparts 44 37 12.9 Governing Law 44 37 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL CONTRIBUTIONS AND PERCENTAGE & INTERESTS 46 A-1 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE REDEMPTION RIGHT 47 SECOND AMENDED AND RESTATED B-1 EXHIBIT C NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP UNITS C-1 EXHIBIT D NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO LIMITED PARTNERSHIP UNITS D-1 LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE RODIN GLOBAL PROPERTY TRUST OPERATING PARTNERSHIP, L.P. Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. LP This Second Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into effective as this 23rd day of March 28March, 2014 among Strategic Storage 2017 between Rodin Global Property Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A attached hereto, and such additional Limited Partners party hereto as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them to such terms in Article 1.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 36 35 8.1 Management of the Partnership 36 35 8.2 Power of Attorney 36 35 8.3 Limitation on Liability of Limited Partners 36 35 8.4 Exchange Right 36 35 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 38 37 9.1 Purchase for Investment 38 37 9.2 Restrictions on Transfer of Limited Partnership Interests 38 37 9.3 Admission of Substitute Limited Partner 39 38 9.4 Rights of Assignees of Partnership Interests 40 39 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 41 39 9.6 Joint Ownership of Interests 41 40 9.7 Redemption of Partnership Units 41 40 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 41 40 10.1 Books and Records 41 40 10.2 Custody of Partnership Funds; Bank Accounts 41 40 10.3 Fiscal and Taxable Year 42 40 10.4 Annual Tax Information and Report 42 41 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 42 41 10.6 Reports Made Available to Limited Partners 42 41 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 43 42 ARTICLE 12 GENERAL PROVISIONS 43 42 12.1 Notices 43 42 12.2 Survival of Rights 43 42 12.3 Additional Documents 44 42 12.4 Severability 44 42 12.5 Entire Agreement 44 42 12.6 Pronouns and Plurals 44 43 12.7 Headings 44 43 12.8 Counterparts 44 43 12.9 Governing Law 44 43 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 46 A-1 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 47 SECOND B-1 EXHIBIT C DESIGNATION OF THE RIGHTS, POWERS, PRIVILEGES, RESTRICTIONS, QUALIFICATIONS, AND LIMITATIONS OF THE SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS C-1 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE SSSHT OPERATING PARTNERSHIP, L.P. Strategic Storage SSSHT Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14October 5, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 20082016. This Second Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of March 28, 2014 201_ among Strategic Storage Student & Senior Housing Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, Partner and the Special Limited Partners and the Limited Partners Partner set forth on Exhibit A hereto, and such additional the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 36 27 8.1 Management of the Partnership 36 27 8.2 Power of Attorney 36 27 8.3 Limitation on Liability of Limited Partners 36 27 8.4 Exchange Right 36 27 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 38 29 9.1 Purchase for Investment 38 29 9.2 Restrictions on Transfer of Limited Partnership Interests 38 29 9.3 Admission of Substitute Limited Partner 39 30 9.4 Rights of Assignees of Partnership Interests 40 31 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 41 31 9.6 Joint Ownership of Interests 41 31 9.7 Redemption of Partnership Units 41 32 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 41 32 10.1 Books and Records 41 32 10.2 Custody of Partnership Funds; Bank Accounts 41 32 10.3 Fiscal and Taxable Year 42 32 10.4 Annual Tax Information and Report 42 32 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 42 32 10.6 Reports Made Available to Limited Partners 42 33 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 43 34 ARTICLE 12 GENERAL PROVISIONS 43 34 12.1 Notices 43 34 12.2 Survival of Rights 43 34 12.3 Additional Documents 44 34 12.4 Severability 44 34 12.5 Entire Agreement 44 34 12.6 Pronouns and Plurals 44 34 12.7 Headings 44 34 12.8 Counterparts 44 34 12.9 Governing Law 44 35 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, PARTNER CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 46 37 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 47 SECOND 38 EXHIBIT C DESCRIPTION OF CLASS B LIMITED PARTNERSHIP UNITS 39 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. This Second Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4, 2014 to be effective as of March 28at 11:59 PM Pacific Daylight Time on August 31, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 36 30 8.1 Management of the Partnership 36 30 8.2 Power of Attorney 36 30 8.3 Limitation on Liability of Limited Partners 36 30 8.4 Exchange Right 36 Ownership by Limited Partner of Corporate General Partner or Affiliate 30 8.5 Redemption of Special Limited Partnership Units 30 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 38 UNITS 31 9.1 Purchase for Investment 38 31 9.2 Restrictions on Transfer of Limited Partnership Interests 38 Units 31 9.3 Admission of Substitute Limited Partner 39 33 9.4 Rights of Assignees of Partnership Interests 40 Units 33 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 41 34 9.6 Joint Ownership of Interests 41 9.7 Redemption of Partnership Units 41 34 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 41 34 10.1 Books and Records 41 34 10.2 Custody of Partnership Funds; Bank Accounts 41 35 10.3 Fiscal and Taxable Year 42 35 10.4 Annual Tax Information and Report 42 35 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 42 35 10.6 Reports Made Available to Limited Partners 42 36 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 43 AGREEMENT 36 ARTICLE 12 GENERAL PROVISIONS 43 37 12.1 Notices 43 37 12.2 Survival of Rights 43 37 12.3 Additional Documents 44 37 12.4 Severability 44 37 12.5 Entire Agreement 44 37 12.6 Pronouns and Plurals 44 37 12.7 Headings 44 37 12.8 Counterparts 44 38 12.9 Governing Law 44 38 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL - CONTRIBUTIONS AND PERCENTAGE INTERESTS 46 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 47 SECOND & INTEREST A-1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of March 28, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.OF

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 36 30 8.1 Management of the Partnership 36 30 8.2 Power of Attorney 36 30 8.3 Limitation on Liability of Limited Partners 36 31 8.4 Exchange Ownership by Limited Partner of Corporate General Partner or Affiliate 31 8.5 Redemption Right 36 31 8.6 Redemption of Special Partnership Units 33 8.7 Distribution Reinvestment Plan 33 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 38 34 9.1 Purchase for Investment 38 34 9.2 Restrictions on Transfer of Limited Partnership Interests 38 34 9.3 Admission of Substitute Limited Partner 39 35 9.4 Rights of Assignees of Partnership Interests 40 36 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 41 36 9.6 Joint Ownership of Interests 41 9.7 Redemption of Partnership Units 41 37 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 41 37 10.1 Books and Records 41 37 10.2 Custody of Partnership Funds; Bank Accounts 41 37 10.3 Fiscal and Taxable Year 42 37 10.4 Annual Tax Information and Report 42 38 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 42 38 10.6 Reports Made Available to Limited Partners 42 38 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 43 39 ARTICLE 12 GENERAL PROVISIONS 43 39 12.1 Notices 43 39 12.2 Survival of Rights 43 39 12.3 Additional Documents 44 39 12.4 Severability 44 40 12.5 Entire Agreement 44 40 12.6 Pronouns and Plurals 44 40 12.7 Headings 44 40 12.8 Counterparts 44 40 12.9 Governing Law 44 40 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 46 INTEREST A-1 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE REDEMPTION RIGHT 47 SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF B-1 Source: TNP STRATEGIC STORAGE OPERATING PARTNERSHIPRETAIL TRUST, L.P. Strategic Storage Operating PartnershipINC., L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of DelawareEX-10.3, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of March 28, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.5/11/2009 | Powered by Intelligize