0000950129-09-001237 Sample Contracts

SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P. September 1, 2006
Hines Real Estate Investment Trust Inc • April 16th, 2009 • Real estate investment trusts • Delaware

This SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P., a Delaware limited partnership (together with its successors, the “Partnership”), is entered into as of September 1, 2006, by and among Hines US Core Office Capital LLC, a Delaware limited liability company, as the Managing General Partner, Hines REIT Properties, L.P., a Delaware limited partnership, as the Non-Managing General Partner, and the Persons identified as Limited Partners on Schedule 2.1, as Limited Partners. Capitalized terms used and not defined in the following recitals are used as defined in Section 1.1 below.

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AMENDMENT TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P.
Hines Real Estate Investment Trust Inc • April 16th, 2009 • Real estate investment trusts • Delaware

THIS AMENDMENT TO THE SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Amendment”) is entered into as of January 11, 2008 (the “Effective Date”) by Hines US Core Office Capital LLC, a Delaware limited liability company (the “Managing General Partner”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Seventh Amended and Restated Agreement of Limited Partnership of Hines-Sumisei U.S. Core Office Fund, L.P., a Delaware limited partnership (the “Partnership”), entered into by the Partners as of September 1, 2006 (the “Partnership Agreement”).

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