END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND CBRE, INC. (“CBRE”). PLEASE READ THIS EULA CAREFULLY. IF AT ANY TIME YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS EULA, YOU MAY NOT USE THE SOFTWARE AND MUST IMMEDIATELY TERMINATE YOUR USE OF THE SOFTWARE.

This EULA becomes effective on the date that you click on the “Accept” button and governs your access to and use of the online service known as the CBRE Fund Portfolio Manager system for provisioning real estate services, including the software and associated technology (the “Software”). By using or accessing the Software, you acknowledge that you have read, understood and agree to the terms and conditions set forth in this EULA. You are entering into this Agreement as an authorized user (“Authorized User”) of CBRE’s client (“Client”). CBRE reserves the right to amend any terms of the EULA at any time by publishing the revised EULA as an alert or similar notification in the Software.

CBRE licenses use of the Software to you pursuant to the terms of this EULA. CBRE does not sell the Software to you. CBRE and its licensors remain the owner of the Software at all times.

AGREED TERMS

1. Acknowledgements.

1.1 The terms of this EULA apply to the Software and any updates or supplements to the Software, unless such updates or supplements are provided with separate terms, in which case those separate terms will apply.

1.2 The Authorized User understands that CBRE is not responsible for the performance of the Software, the internet, the internet service provider and other third parties involved in connecting the Authorized User to the Software.

1.3 The Authorized User will safeguard and maintain the confidentiality of all passwords and other log-in credentials for access to and use of the Software. No other person will have the right to access or use the Software using the Authorized User’s log-in credentials or password. Each Authorized User is solely responsible for the confidentiality and use of its username and password, as well as for any use, misuse or communications entered through the Website using its username and password.

2. License. Subject to the terms and conditions of this EULA, CBRE grants you a limited, personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, freely revocable license to access, and use the Software solely to provide commercial real estate services. All other rights are expressly reserved to CBRE and its licensors.

3. License restrictions. You will not: (i) sell, resell, distribute, lease, license or sublicense, in whole or in part, the Software; (ii) modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, or other elements of the Software for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Software to any user other than an Authorized User; (iv) write or develop any derivative works of the Software; (v) modify, adapt, translate or otherwise make any changes to the Software or any part thereof; or (vi) otherwise use or copy the Software except as expressly permitted herein. You will not: (i) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously; (ii) infringe intellectual property rights of CBRE or of any third party in relation to your use of the Software; (iii) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software; (iv) use the Software in a way that could damage, disable, overburden, impair or compromise systems or security of CBRE or its licensors or interfere with other users; (v) attempt to gain unauthorized access to the Software or related systems or networks; or (vi) collect or harvest any information or data from the Software or systems of CBRE or its licensors or attempt to decipher any transmissions to or from the servers running the Software.

4. Ownership and Intellectual Property Rights. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software includes trade secrets and information that is confidential and proprietary to CBRE and its licensors and you agree to take all necessary actions to protect the confidentiality of such information. All ownership rights in the Software, including any related documentation and any new releases, modifications, and enhancements thereto belong solely to CBRE and its licensors, including without limitation all intellectual property rights anywhere in the world therein. The Software is licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right.

5. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CBRE MAKES NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SOFTWARE, OR ANY OTHER PRODUCTS, SERVICES, HARDWARE, SOFTWARE OR MATERIALS PROVIDED OR OTHERWISE MADE AVAILABLE IN CONNECTION WITH THIS EULA, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY OR NONINFRINGEMENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CBRE DOES NOT REPRESENT OR WARRANT THAT ANY OF THE FOREGOING WILL MEET YOUR REQUIREMENTS (EVEN IF SUCH REQUIREMENTS ARE KNOWN TO CBRE), OR WILL BE UNINTERRUPTED OR ERROR-FREE.

6. Limitations on Liability. CBRE AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR OTHER EXEMPLARY LOSSES OR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OR THE CAUSE THEREOF. FOR THE AVOIDANCE OF DOUBT, CBRE AND ITS LICENSORS SHALL HAVE NO LIABILITY WITH RESPECT TO ANY LOSS, DAMAGE, CLAIM OR EXPENSE INCURRED BY OR ASSERTED AGAINST YOU ARISING OUT OF ANY SERVICES, INFORMATION, DATA OR MATERIALS NOT PROVIDED BY CBRE (INCLUDING ANY INTERRUPTIONS OR OTHER UNAVAILABILITY THEREOF; ANY ERRORS, OMISSIONS OR OTHER INACCURACIES THEREIN OR THEREOF; OR ANY LEGAL NON-COMPLIANCE OR INFRINGEMENT CAUSED THEREBY). IN ADDITION, CBRE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY LOSS, DAMAGE, CLAIM OR EXPENSE INCURRED BY OR ASSERTED BY YOU OR A THIRD PARTY ARISING OUT OF ANY MODIFICATIONS MADE BY YOU IN THE SOFTWARE IN THE COURSE OF THIS AGREEMENT.

7. Indemnity. The Authorized User and/or Client is solely responsible and liable, and will defend, or (at CBRE’s option) settle, any claim, suit or proceeding brought against CBRE by a third party as a result of an Authorized User’s use of the Software and will pay any damages and costs awarded in any such suit or proceeding or agreed to in settlement thereof. The Authorized User’s and/or Client’s obligations and liability under this section shall not be subject to any cap or other limitation of liability.

8. Termination. Without limiting any other remedies, CBRE may at any time modify, limit, suspend, discontinue or terminate any of the terms of this EULA and/or your use of all or any part of the Software, with immediate effect, for any reason or for no reason, including without limitation if CBRE believes that you are (i) in breach of any of the terms of this EULA, or (ii) infringing a third party’s intellectual property rights. You agree that CBRE shall not be liable to you or to any other party for any limitation, suspension, discontinuance, termination or modification of the Software. This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice if (i) you fail to comply with any of the terms of this EULA, or (ii) the license to use the Software expires or is terminated.

9. Other Important Terms.

9.1 This EULA shall be governed by and construed in accordance with the laws of Texas, without regard to conflict of law principles.

9.2 You acknowledge that the obligations made hereunder to CBRE are of a unique and irreplaceable nature, the loss of which shall irreparably harm CBRE and which cannot be replaced by monetary damages alone so that CBRE shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief.

9.3 You are not allowed to transfer or assign this EULA or any rights or obligations without the prior written consent of CBRE, which may be withheld in CBRE’s sole discretion. Any attempted transfer or assignment in violation hereof shall be null and void. CBRE is allowed at its sole discretion to assign this EULA and any rights or obligations hereunder to any third party, without giving of notice.

9.4 If any of the provisions of this EULA shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provisions.