Common use of Books and Records Accounting Tax Matters Clause in Contracts

Books and Records Accounting Tax Matters. 40 10.1 Books and Records 40 10.2 Custody of Partnership Funds; Bank Accounts 41 10.3 Fiscal and Taxable Year 41 10.4 Annual Tax Information and Report 41 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 10.6 Reports to Limited Partners 42 ARTICLE 11 AMENDMENT OF AGREEMENT 42 ARTICLE 12 GENERAL PROVISIONS 43 12.1 Notices 43 12.2 Survival of Rights 43 12.3 Additional Documents 43 12.4 Severability 43 12.5 Entire Agreement 43 12.6 Pronouns and Plurals 44 12.7 Headings 44 12.8 Counterparts 44 12.9 Governing Law 44 ii EXHIBIT A CONTRIBUTIONS & INTEREST A-1 EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION RIGHT 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 NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP This Limited Partnership Agreement is entered into this ______ day of ___, 2009, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Books and Records Accounting Tax Matters. 40 37 10.1 Books and Records 40 37 10.2 Custody of Partnership Funds; Bank Accounts 41 37 10.3 Fiscal and Taxable Year 41 37 10.4 Annual Tax Information and Report 41 37 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 38 10.6 Reports to Limited Partners 42 38 38 ARTICLE 11 AMENDMENT OF AGREEMENT 42 38 ARTICLE 12 GENERAL PROVISIONS 43 39 12.1 Notices 43 39 12.2 Survival of Rights 43 39 12.3 Additional Documents 43 39 12.4 Severability 43 39 12.5 Entire Agreement 43 40 12.6 Pronouns and Plurals 44 40 12.7 Headings 44 40 12.8 Counterparts 44 40 12.9 Governing Law 44 ii 40 EXHIBIT A - CONTRIBUTIONS & INTEREST A-1 EXHIBIT B - NOTICE OF EXERCISE OF REDEMPTION RIGHT 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 NORTHSTAR REAL ESTATE INCOME TRUST NORTHSTAR/RXR OPERATING PARTNERSHIP PARTNERSHIP, LP This Limited Partnership Agreement (“Limited Partnership Agreement”) is entered into this [__] day of [______ day of ___], 20092014 between NorthStar/RXR New York Metro Income, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Books and Records Accounting Tax Matters. 40 10.1 Books and Records 40 10.2 Custody of Partnership Funds; Bank Accounts 41 10.3 Fiscal and Taxable Year 41 10.4 Annual Tax Information and Report 41 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 10.6 Reports to Limited Partners 42 ARTICLE 11 AMENDMENT OF AGREEMENT 42 ARTICLE 12 GENERAL PROVISIONS 43 12.1 Notices 43 12.2 Survival of Rights 43 12.3 Additional Documents 43 12.4 Severability 43 12.5 Entire Agreement 43 12.6 Pronouns and Plurals 44 12.7 Headings 44 12.8 Counterparts 44 12.9 Governing Law 44 ii EXHIBIT A CONTRIBUTIONS & INTEREST A-1 EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION RIGHT 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 NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP This Limited Partnership Agreement is entered into this ______ 17th day of ___March, 20092010, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Books and Records Accounting Tax Matters. 40 37 10.1 Books and Records 40 37 10.2 Custody of Partnership Funds; Bank Accounts 41 37 10.3 Fiscal and Taxable Year 41 37 10.4 Annual Tax Information and Report 41 37 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 38 10.6 Reports to Limited Partners 42 38 38 ARTICLE 11 AMENDMENT OF AGREEMENT 42 38 ARTICLE 12 GENERAL PROVISIONS 43 39 12.1 Notices 43 39 12.2 Survival of Rights 43 39 12.3 Additional Documents 43 39 12.4 Severability 43 39 12.5 Entire Agreement 43 40 12.6 Pronouns and Plurals 44 40 12.7 Headings 44 40 12.8 Counterparts 44 40 12.9 Governing Law 44 ii 40 EXHIBIT A - CONTRIBUTIONS & INTEREST A-1 EXHIBIT B - NOTICE OF EXERCISE OF REDEMPTION RIGHT 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 NORTHSTAR REAL ESTATE INCOME TRUST NORTHSTAR/RXR OPERATING PARTNERSHIP PARTNERSHIP, LP This Limited Partnership Agreement (“Limited Partnership Agreement”) is entered into this ______ 9th day of ___February, 20092015 between NorthStar/RXR New York Metro Income, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Books and Records Accounting Tax Matters. 40 35 10.1 Books and Records 40 35 10.2 Custody of Partnership Funds; Bank Accounts 41 36 10.3 Fiscal and Taxable Year 41 36 10.4 Annual Tax Information and Report 41 36 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 36 10.6 Reports Made Available to Limited Partners 42 37 ARTICLE 11 AMENDMENT OF AGREEMENT 42 AGREEMENT; MERGER 37 ARTICLE 12 GENERAL PROVISIONS 43 37 12.1 Notices 43 37 12.2 Survival of Rights 43 38 12.3 Additional Documents 43 38 12.4 Severability 43 38 12.5 Entire Agreement 43 38 12.6 Pronouns and Plurals 44 38 12.7 Headings 44 38 12.8 Counterparts 44 38 12.9 Governing Law 44 ii 38 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL CONTRIBUTIONS & INTEREST A-1 AND PERCENTAGE INTERESTS 40 EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION EXCHANGE RIGHT 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 41 FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME TRUST STRATEGIC STORAGE OPERATING PARTNERSHIP LP II, L.P. Strategic Storage Operating Partnership II, 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 January 9, 2013. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into this ______ day effective as of ___, 2009201 among Strategic Storage Trust II, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partners Partner set forth on Exhibit A attached hereto, and 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.