TIAA-CREF U.S. Real Estate Fund I, L.P. Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TIAA-CREF USREF I REIT, LLC (a Delaware limited liability company)
Limited Liability Company Agreement • March 11th, 2008 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TIAA-CREF USREF I REIT, LLC, a Delaware limited liability company (the “REIT”), dated and effective as of ________, 2008, is entered into by and among _________________, _________________, TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), and those other Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

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FORM OF ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • January 30th, 2008 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), TIAA-CREF USREF I GP, LLC, a Delaware limited liability company and general partner of the Fund (the “General Partner”), and Teachers Advisors, Inc., a Delaware corporation, as asset manager (the “Asset Manager”), and dated as of [________], 2008.

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FORM OF ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • September 5th, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), TIAA-CREF USREF I GP, LLC, a Delaware limited liability company and general partner of the Fund (the “General Partner”), and Teachers Advisors, Inc., a Delaware corporation, as asset manager (the “Asset Manager”), and dated as of [ ________ ], 2007.

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • December 3rd, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

This DISTRIBUTION AGREEMENT (the “Distribution Agreement”), effective as of ______, 2007, is made by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), Teachers Advisors, Inc., a Delaware corporation (“TAI”), TIAA-CREF USREF I GP, LLC, a Delaware limited liability company (the “General Partner”), and Teachers Personal Investors Services, Inc., a Delaware corporation (“TPIS”).

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FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TIAA-CREF USREF I REIT, LLC (a Delaware limited liability company)
Limited Liability Company Agreement • September 5th, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TIAA-CREF USREF I REIT, LLC, a Delaware limited liability company (the “REIT”), dated and effective as of ________, 2007, is entered into by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), and those other Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

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Form of Escrow Agreement
Escrow Agreement • September 5th, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

TIAA-CREF USREF I GP, LLC, a Delaware limited liability company, is the general partner (the “General Partner”) of TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), which is to be the issuer of units of limited partnership interest (the “Units”) to the public pursuant to a registration statement originally filed with the Securities and Exchange Commission (“SEC”) on March 15, 2007 (File No. 333-141315) (as amended from time to time, the “Registration Statement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Fund (as amended from time to time, the “Partnership Agreement”).

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Escrow Agreement
Escrow Agreement • March 11th, 2008 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

TIAA-CREF USREF I GP, LLC, a Delaware limited liability company, is the general partner (the “General Partner”) of TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), which is to be the issuer of units of limited partnership interest (the “Units”) to the public pursuant to a registration statement originally filed with the Securities and Exchange Commission (“SEC”) on March 15, 2007 (File No. 333-141315) (as amended from time to time, the “Registration Statement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Fund (as amended from time to time, the “Partnership Agreement”).

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Escrow Agreement
Escrow Agreement • December 3rd, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

TIAA-CREF USREF I GP, LLC, a Delaware limited liability company, is the general partner (the “General Partner”) of TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), which is to be the issuer of units of limited partnership interest (the “Units”) to the public pursuant to a registration statement originally filed with the Securities and Exchange Commission (“SEC”) on March 15, 2007 (File No. 333-141315) (as amended from time to time, the “Registration Statement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Fund (as amended from time to time, the “Partnership Agreement”).

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TIAA-CREF U.S. REAL ESTATE FUND I, L.P. FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • September 5th, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

This DISTRIBUTION AGREEMENT (the “Distribution Agreement”), effective as of ______, 2007, is made by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), Teachers Advisors, Inc., a Delaware corporation (“TAI”), TIAA-CREF USREF I GP, LLC, a Delaware limited liability company (the “General Partner”), and TIAA-CREF Individual & Institutional Services, LLC (“Services”).

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