Common use of Outside Investments Clause in Contracts

Outside Investments. So long as the Partnership has the capacity to make new Investments, the General Partner will not and will cause each Affiliate of Hxxxx not to make (i) any new equity investment which satisfies the Investment Guidelines (other than through an interest in the Partnership) or (ii) act as a manager or the primary source of transactions on behalf of another pooled investment fund focusing on substantially the same types of investment opportunities as those targeted by the Partnership; provided that such restriction shall not apply to the following: (a) any investment which the General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the Partnership, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the General Partner determines in good faith that it is desirable for the Partnership to make some but not all of a particular investment, then the Partnership may make such investment to such extent and the General Partner or another Affiliate of Hxxxx (alone or with other Strategic Investors) may co- invest with the Partnership in such investment on a side-by-side basis on terms no more favorable than those applicable to the Partnership’s share of the investment; (b) any investment by the Hxxxx U.S. Office Value Added Fund, or any other fund or investment program affiliated with Hxxxx which has investment policies and objectives which differ substantially from those of the Partnership and which, in the good faith judgment of the General Partner, does not compete in any material way for investments that would be suitable for the Partnership; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options); (d) any reinvestment of proceeds by any of NY Trust, NY Trust II or any Controlled Affiliate thereof from the transfer, sale or other disposition of any asset held by such Entity, or any additional investment by any of NY Trust, NY Trust II or any Controlled Affiliate thereof in any asset in which it holds an interest; (e) passive investments (i.e., investments which do not involve active participation in management by any Affiliate of Hxxxx); and (f) any investment made by NOP pursuant to an investment opportunity allocated to NOP in accordance with the Hxxxx investment allocation procedure described in Schedule 4.4.

Outside Investments. So long as the Partnership Fund has the capacity to make new Investments, the Managing General Partner will not and will cause each Affiliate of Hxxxx not to make (i) any new equity investment which satisfies the Investment Guidelines (other than through an interest in the PartnershipFund) or (ii) act as a manager or the primary source of transactions on behalf of another pooled investment fund focusing on substantially the same types of investment opportunities as those targeted by the PartnershipFund; provided that such restriction restrictions shall not apply to the following: (a) any investment which the Managing General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the PartnershipFund, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the Managing General Partner determines in good faith that it is desirable for the Partnership Fund to make some but not all of a particular investment, then the Partnership Fund may make such investment to such extent and the Managing General Partner or another Affiliate of Hxxxx (alone or with other Strategic Investors) may co- co-invest with the Partnership Fund in such investment on a side-by-side basis on terms no more favorable than those applicable to the PartnershipFund’s share of the investment; (b) any investment by the Hxxxx U.S. Office Value Added Fund, or any other fund or investment program affiliated with Hxxxx which has investment policies and objectives which differ substantially from those of the Partnership Fund and which, in the good faith judgment of the Managing General Partner, does not compete in any material way for investments that would be suitable for the PartnershipFund; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options); (d) any reinvestment of proceeds by any of NY Trust, NY Trust II or any Controlled Affiliate thereof from the transfer, sale or other disposition of any asset held by such Entity, or any additional investment by any of NY Trust, NY Trust II or any Controlled Affiliate thereof in any asset in which it holds an interest; (e) passive investments (i.e., investments which do not involve active participation in management by any Affiliate of Hxxxx); and (fe) any investment made by NOP pursuant to an investment opportunity allocated to NOP in accordance with the Hxxxx investment allocation procedure described in Schedule 4.4.

Outside Investments. So long as the Partnership Fund has the capacity to make new Investments, the Managing General Partner will not and will cause each Affiliate of Hxxxx not to make (i) any new equity investment which satisfies the Investment Guidelines (other than through an interest in the PartnershipFund) or (ii) act as a manager or the primary source of transactions on behalf of another pooled investment fund focusing on substantially the same types of investment opportunities as those targeted by the PartnershipFund; provided that such restriction restrictions shall not apply to the following: (a) any investment which the Managing General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the PartnershipFund, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the Managing General Partner determines in good faith that it is desirable for the Partnership Fund to make some but not all of a particular investment, then the Partnership Fund may make such investment to such extent and the Managing General Partner or another Affiliate of Hxxxx (alone or with other Strategic Investors) may co- co-invest with the Partnership Fund in such investment on a side-by-side basis on terms no more favorable than those applicable to the PartnershipFund’s share of the investment; (b) any investment by the Hxxxx U.S. Office Value Added Fund, or any other fund or investment program affiliated with Hxxxx which has investment policies and objectives which differ substantially from those of the Partnership Fund and which, in the good faith judgment of the Managing General Partner, does not compete in any material way for investments that would be suitable for the PartnershipFund; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options); (d) any reinvestment non-brokered suburban office asset with a purchase price of proceeds $65 million or less that was originated by any of NY Trust, NY Trust II or any Controlled Affiliate thereof from the transfer, sale or other disposition of any asset held by such Entity, or any additional investment by any of NY Trust, NY Trust II or any Controlled Affiliate thereof in any asset in which it holds an interestGECC for HSOV; (e) passive investments (i.e., investments which do not involve active participation in management by any Affiliate of Hxxxx); and (f) any investment made by NOP or HSOV pursuant to an investment opportunity allocated to NOP or HSOV in accordance with the Hxxxx investment allocation procedure described in Schedule 4.4.

Outside Investments. So long as the Partnership Fund has the capacity to make new Investments, neither the General Partner will not and will cause each nor any other Affiliate of Hxxxx not to Hines will make (i) any new equity investment which satisfies the Investment Guidelines Xxxxxlines (other than through an interest in the Partnership) or (ii) act as a manager or the primary source of transactions on behalf of another pooled investment fund focusing on substantially the same types of investment opportunities as those targeted by the PartnershipFund); provided that such restriction shall not apply to the following: (a) any investment which the General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the PartnershipFund, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the General Partner determines in good faith that it is desirable for the Partnership Fund to make some but not all of a particular investment, then the Partnership Fund may make such investment to such extent and the General Partner or another Affiliate of Hxxxx Hines (alone or with other Strategic Investors) may co- co-invest with the Partnership Fund in such investment on a side-by-side basis on terms no more favorable than those applicable to the Partnership’s Fund's share of the investment; (b) any investment by the Hxxxx Hines U.S. Office Value Added Fund, or any other fund or investment invxxxxxnt program affiliated with Hxxxx Hines which has investment policies and objectives which differ substantially difxxx xubstantially from those of the Partnership Fund and which, in the good faith judgment of the General Partner, does not compete in any material way for investments that would be suitable for the PartnershipFund; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options); (d) any reinvestment non-brokered suburban office asset with a purchase price of proceeds $65 million or less that was originated by any of NY Trust, NY Trust II or any Controlled Affiliate thereof from the transfer, sale or other disposition of any asset held by such Entity, or any additional investment by any of NY Trust, NY Trust II or any Controlled Affiliate thereof in any asset in which it holds an interestGECC for HSOV; (e) passive investments (i.e., investments which do not involve active participation in management by any Affiliate of HxxxxHines); and (f) any investment made by NOP NOX xx HSOV pursuant to an investment opportunity allocated to NOP or HSOV in accordance with the Hxxxx Hines investment allocation procedure described in Schedule 4.4.