Welcome to the DivcoWest data room (the “Data Room”).

By selecting “I Accept” below, I acknowledge that I have read, understood, and agree to all the conditions below, and I confirm that I have the authority to accept the conditions for myself and on behalf of the parties (including investors) I represent or for which I work or consult. The information contained in the Data Room, including any attachments (collectively, “Workspace Data”) is confidential, proprietary and contains trade secrets of Divco West Real Estate Services, LLC and its affiliates (“DivcoWest”). As a condition to accessing the Data Room, I, on behalf of myself, the parties I represent and any related officers, directors, partners, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financing sources (collectively, the “Permitted Parties”), undertake to maintain any information made available to me or the Permitted Parties in accordance with the conditions below (the “Conditions”).

To enter the Data Room, please read and accept all the Conditions.

Conditions

I acknowledge and agree:

• To strictly maintain the confidentiality of all Workspace Data;
• To take such precautions as are necessary to maintain such confidentiality so that I do not divulge Workspace Data to any third party, except to Permitted Parties;
• Not to disclose the contents of any of the Workspace Data to any person, except to Permitted Parties;
• To inform the Permitted Parties of the confidential nature of the Workspace Data and to obtain from them a written undertaking for the benefit of DivcoWest that they will keep the Workspace Data confidential on the same terms and conditions as I am required to keep it confidential hereunder;
• Not to attempt to download, scan, copy, print or otherwise capture any of the Workspace Data, except where the capability has been enabled as indicated by the site index;
• Any information printed from the Data Room shall be deemed to have been printed, and shall remain, subject to these Conditions;
• Not to attempt to circumvent any of the security features of the Data Room, and not to enable or allow others to access the Data Room using my authorization to the Data Room;
• Not to deface, mark, alter, modify, vary, move, damage or destroy the Workspace Data and not to alter the sequence of the same;
• To use the Workspace Data solely in relation to the specific purpose for which I am being granted access and for no other purpose whatsoever;
• Not to rely on the Workspace Data for any purpose and, if accessing Workspace Data as or for an investor, that any investment decision will be based solely on the contents of the definitive subscription documentation relating to the fund or other investment entered into by myself or the investor on whose behalf I am accessing the Data Room, and from my own, independent due diligence inquiries; and
• DivcoWest reserves the right to refuse access to the Data Room by me or the Permitted Parties at any time and without giving reason or notice in respect of such refusal.

In addition, I acknowledge and agree that:

• None of DivcoWest or any associated companies or affiliates of DivcoWest or their respective directors, officers, employees, agents, members, advisers or representatives, as well as any individuals who have provided references included in the Workspace Data and their employees (collectively, the “Divco Parties”)
  (i) has made or makes any express or implied representation as to the accuracy, sufficiency or completeness of the Workspace Data and (ii) has or shall have any liability to me or the Permitted Parties resulting from the use of the Workspace Data;
• At the sole discretion of the DivcoWest, further information may be added to or removed from the Data Room at any time and the Workspace Data is subject to updating, expansion, revision and amendment. No obligation is accepted by the Divco Parties to update, expand, revise or amend the Workspace Data or to notify me or the Permitted Parties of any such updates, expansions or revisions and I should therefore check the Data Room from time to time in order learn of any such changes;
• All agreements and undertakings given by me, and promises and representations made by me are given or made both on my behalf and behalf of the Permitted Parties on whose behalf I am entering the Data Room and the provision of access to the Data Room and the Workspace Data does not constitute an offer in any jurisdiction of interests in any fund or other entity or any other person.

These Conditions shall be governed by and construed in accordance with the laws of the State of California to the extent legally possible and the courts of California shall have exclusive jurisdiction over any legal proceedings arising out of or in connection with these Conditions.

By selecting “I Accept” below, I confirm that I have the authority to accept the abovementioned Conditions on behalf of the investors I represent, and I acknowledge that I have read, understood, and agree to all the Conditions above.