USER AGREEMENT TERMS & CONDITIONS

By accessing or using this Hyperion Group Companies, LLC ("Hyperion") Internet web site (the "Site") you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement Terms & Conditions (this "User Agreement"), and you shall be considered a "User." This User Agreement is entered into by and between you and Hyperion, and governs your access and use of the Site and the products and services available on and via the Site.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN-CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE.

General Provisions.  Hyperion hereby grants you a revocable, nontransferable, nonexclusive right to use the Site solely in accordance with this User Agreement. The foregoing license has been granted to you subject to your agreement to abide by this User Agreement as well as any other rules, procedures, policies, terms or conditions governing the Site that may be displayed from time to time on the Site and to which Users will be bound. The information accessible on and via the Site is the property of Hyperion and/or third parties, and is protected by copyright and other intellectual property and proprietary rights. Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not publish, broadcast, retransmit, reproduce, commercially exploit, create any derivative of or otherwise disseminate such information, the Site or any portion of the Site.

You may not use the Site to transmit, distribute or store material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property right of another or violate the privacy, publicity or other personal right of another, or (c) that is defamatory, obscene, threatening, abusive or hateful. You are prohibited from violating or attempting to violate the security of the Site.

Passwords and Security.  You may not access any password-protected portion of the Site unless you received a password from and are authorized by Hyperion. You are solely responsible for any use of or action taken under your password on the Site. You are solely responsible for maintaining the confidentiality and security of your password, and you hereby agree not to disclose your password to any third party You accept full responsibility for all activity conducted through your account and agree to and hereby release Hyperion from any and all liability concerning such activity. You agree to notify Hyperion immediately of any actual or suspected loss, theft or unauthorized use of your password. Hyperion has no obligation to inquire as to the authority or propriety of any use of or action taken under your password and will not be responsible for any loss to you arising from any such use or action or from your failure to comply with the above. Hyperion will take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but expressly disclaims any and all liability for the accessing of any such data or communications by unauthorized persons or entities.

Investigation and Disclosure of Information.  Hyperion has the right, but not the obligation, to monitor any activity and content associated with the Site. Hyperion may investigate any complaint or reported violation of its policies and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating your use of all or any portion of the Site and denying you access to all or any portion of the Site. Hyperion also reserves the right to report any activity that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other persons or entities. In order to cooperate with governmental requests, to protect Hyperion's systems and Users, to ensure the integrity and operation of the Site, business or systems, or otherwise to comply with the law and legal process, Hyperion may access and disclose any information it considers necessary or appropriate.

Ownership.  The Site, its content and any and all intellectual property rights pertaining thereto (including but not limited to copyrights, patents, trademarks and service marks) are owned by Hyperion or third parties, and all right, title and interest therein and thereto shall remain the property of Hyperion and/or its licensors, successors or other third parties. You agree not to remove any copyright, trademark or other proprietary notice or legend contained on the Site or its content (or printed copies thereof). Hyperion and other names and indicia of Hyperion's products and/or services referenced herein are exclusive trademarks and service marks of Hyperion. Other product and company names and trademarks appearing in the Site are the trademarks of their respective owners.

Termination.  Hyperion reserves the right to reject your registration or suspend or terminate your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. The User Agreement will continue to apply to your past use of the Site in the form in which it then existed at the time of the subject use. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Hyperion.

No Advice, Offers or Solicitations.  You acknowledge that the information contained on the Site is not and should not be construed as legal, tax, accounting or investment advice (including any advice concerning the suitability or profitability of any Real Estate Investments). You acknowledge that the information contained on the Site (unless explicitly stated otherwise) is not and should not be construed as an offer or solicitation of any kind with respect to Real Estate Investments. USERS SHOULD CONSULT WITH, AND SEEK PROFESSIONAL ADVICE FROM, THEIR OWN ATTORNEYS, ACCOUNTANTS AND FINANCIAL ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES AND NEEDS.

No Recommendations of Real Estate Investments.  You acknowledge that the information contained on the Site is not and should not be construed as advice or recommendations regarding Real Estate Investments including advice or recommendations concerning the suitability of, and investment strategies for Real Estate Investments. Research, analysis, news and other information made available electronically do not constitute individualized recommendations to invest in a particular Real Estate Investment. You are solely responsible for determining the nature, value and suitability of Real Estate Investments and you alone bear the risk of all transactions entered through your execution.

Past Performance.  Past performance is no indication of future performance, and nothing on this Web site should be interpreted to state or imply otherwise.

Disclaimer of Warranties.  THE SITE AND ALL INFORMATION AVAILABLE ON OR VIA THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR SEQUENCING OF THE SITE OR THE INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR VIA THE SITE; AND (HYPERION) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Limitation of Liability.  IN NO EVENT SHALL HYPERION OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE OR ANY PRODUCTS, SERVICES OR INFORMATION PURCHASED, OBTAINED OR STORED IN OR FROM THE SITE, OR TRANSACTIONS ENTERED INTO VIA THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF HYPERION OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL THE LIABILITY OF HYPERION OR OF ANY HYPERION AFFILIATE IN ANY CIRCUMSTANCE EXCEED $100. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THESE LIMITATIONS ALSO APPLY TO ANY THIRD PARTY CLAIMS AGAINST USERS.

Indemnity.  You agree to indemnify, defend and hold harmless Hyperion and its affiliates from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from or relating to (i) your use of the Site; (ii) your breach of this User Agreement or any representation, warranty or covenant made by you herein; or (iii) your violation of any applicable law, statute, ordinance, regulation or any third party's rights. This obligation survives the termination of this User Agreement.

Modifications.  Hyperion may modify the terms of this User Agreement or any of the policies or guidelines governing the Site, at any time and in its sole discretion, by posting the modified User Agreement on the Site. The modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review this User Agreement periodically so that you are aware of any modifications. Your use of the Site indicates your full acceptance of the User Agreement in its then-current form each time you use the Site. You agree that the notice provisions provided in this User Agreement are reasonable. You may not modify the terms of this User Agreement or any of the policies or guidelines governing the Site.

Privacy.  Information that we gather from you via your use of the Site is governed by our Privacy Policy.

Third Party Links.  The Site contains hyperlinks (or "links") to Internet web sites of, and advertisements for, third persons and entities, including affiliates of Hyperion. Hyperion provides such links solely as a convenience to its Users. Hyperion does not maintain and is not responsible or liable for any off-Site web pages accessible from or linked to the Site or any products, services or information contained, offered or promoted therein. Your use of links to any third person or entity site via the Site is at your own sole risk. You agree that the terms, conditions and agreements governing the third person or entity sites shall apply to you when accessing such sites via a link from this Site, and you agree to abide by such agreements. Links to off-Site web pages do not necessarily constitute third person or entity endorsement, sponsorship or affiliation of, with or by Hyperion and should not be construed as such. All opinions, recommendations, views, news, information and other content contained in any third person or entity sites are solely those of the third persons or entities, and Hyperion disclaims all responsibility and liability for such content.

Applicable Law.  This User Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and wholly performed therein. You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State Court located in the Borough of Manhattan, New York, in all disputes arising from or relating to this User Agreement or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein

Hyperion makes no claim that the Site may be lawfully viewed or downloaded outside of the United States. Access to the materials may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

Entire Agreement.  This User Agreement (including the Privacy Policy), as modified from time to time, constitutes the entire agreement between you and Hyperion with respect to the subject matter hereof. This User Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.

Joint Venture.  Nothing in this User Agreement shall constitute or create a joint venture, partnership, or any other similar arrangement between you and Hyperion. Neither party is authorized to act as agent or bind the other party except as expressly stated in this User Agreement.

Assignability.  This User Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. Hyperion may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations hereunder. Any purported assignment of this User Agreement in violation of its terms shall be void.

No Waiver of Rights.  No failure of either party to enforce any of its rights under this User Agreement will act as a waiver of such rights.

Enforceability.  If any portion of any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.