Strategic Storage Properties Trust

Section 6.4(b) expressly provides that when conflicts arise between the interests of the General Partner's stockholders and the Limited Partners that cannot be resolved neutrally, the General Partner shall resolve the conflict in favor of its stockholders, and the General Partner has no monetary liability for losses sustained by Limited Partners in connection with such decisions.

“In the event of a conflict between the interests of its stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders.”

Section 6.7 permits any affiliate of the General Partner to be employed or retained by the Partnership and to receive compensation determined by the General Partner to be 'fair and reasonable,' with no independent approval requirement articulated in the LP Agreement itself. This grants the General Partner broad discretion to direct fees to affiliated entities.

“Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.”

Section 6.6 expressly permits any officer, director, employee, agent, trustee, affiliate, or stockholder of the General Partner to engage in business activities substantially similar or identical to those of the Partnership, including competing self-storage investments, without any obligation to offer such opportunities to the Partnership or Limited Partners.

“Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities.”