BY CLICKING ON THE "SUBMIT" BUTTON, REVIEWER (DEFINED BELOW) HEREBY AGREES, EACH TIME THIS WORKSPACE IS ACCESSED, AS FOLLOWS:

Notice to and Undertaking by Reviewers

The Confidential Information (as defined below) available on this workspace has been provided solely for informational purposes and is being furnished by the Seller (defined below) to the Reviewer in considering the Review (defined below).

ENTERING THIS WORKSPACE CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THE AGREEMENT (DEFINED BELOW) AND THIS NOTICE TO AND UNDERTAKING BY REVIEWERS (THE "SPECIAL NOTICE"). IF THE REVIEWER IS NOT WILLING TO ACCEPT THE CONFIDENTIAL INFORMATION ON THE TERMS SET FORTH IN THE AGREEMENT AND IN THIS SPECIAL NOTICE, IT MUST EXIT THIS SITE AND NOT REVIEW ANY CONFIDENTIAL INFORMATION.

By clicking the “SUBMIT” button below, you acknowledge and agree, for the benefit of Seller (as defined below), that you are able to receive the Confidential Information.

You further agree on behalf of yourself and the Reviewer (i) to use all information on this workspace in accordance with your compliance policies, contractual obligations and all applicable laws, including United States Federal or State securities laws and (ii) if at any time you are no longer a Representative (as defined below) of the Reviewer or are not considering a Transaction, you shall not be permitted access to, and shall cease to use, this workspace and you will take all necessary steps to cause yourself to be promptly removed as a user of this workspace.

Confidentiality Agreement
Commercial Real Estate Portfolio Sale

This letter agreement (this "Agreement") is entered into as of the date of execution of the Agreement by and between the reviewer in your capacity as a prospective purchaser (“Reviewer”) to and for the benefit of AT&T Services Inc. and its parent affiliated corporations ("Seller") in connection with the evaluation by the Reviewer of certain information provided by Seller and CBRE Capital Markets (“CBRE”) involving real estate assets listed in Exhibit “A” and included in the sale transaction referenced above (the “Assets”) which as of the date of the sale announcement includes the Assets, as more fully described in the Confidential Information (collectively, the “Review”). In connection with the Review, Seller or CBRE may provide the Reviewer or its Representatives with certain confidential or proprietary information regarding the Review. All such information with which the Reviewer or its Representatives have been provided or are subsequently provided, together with any analyses, compilations, studies or other information or documents that contain or otherwise reflect the Confidential Information shall be referred to in this Agreement as the "Confidential Information."

1. The Reviewer agrees that its review and inspection of the Confidential Information shall be solely to conduct due diligence in connection with a potential acquisition of all or a portion of the Assets and for no other purpose (the “Purpose”) and not as an agent, representative or broker of any undisclosed party.

2. The term "Confidential Information" specifically excludes any information or material that: (a) is known by the Reviewer or is in the Reviewer’s possession prior to its receipt from Seller or its Representatives; (b) is or becomes publicly available through no fault or omission attributable to the Reviewer; (c) is provided to the Reviewer by a third party, unless the Reviewer knows that such provision of information or material violates any confidentiality agreement to which such third party is subject; (d) is independently developed by the Reviewer without the use of or reference to the Confidential Information.

3. The Reviewer hereby agrees to keep all Confidential Information strictly confidential and, will not, directly or indirectly, disclose or reveal any Confidential Information to any person other than its employees, agents, attorneys, accountants and other representatives (collectively, the "Representatives") who are actively and directly participating in the Review and who would customarily have access to such Confidential Information in the normal course of performing their duties. The Reviewer shall (i) inform its Representatives of the confidential nature of the Confidential Information, (ii) cause such persons to observe the terms of this Agreement, and (iii) be responsible for any breach by any of its Representatives of the terms of this Agreement.

4. The Reviewer further agrees that the Confidential Information will be used solely for the Purpose of completing the Review. The Reviewer will not use or permit the use of any Confidential Information in any manner or in respect of any transaction other than in completing the Review.

5. Notwithstanding anything to the contrary set forth in this letter agreement, the Reviewer and its Representatives shall not call, write or meet with, or have any other contact with any person identified in the Review or Confidential Information, including, without limitation, any borrowers, obligors, guarantors, property management companies, leasing agents, tenants or their respective legal counsel, without the prior written consent of Seller, other than in the ordinary course of its business in matters unrelated to the Review or any potential sale or purchase of the Assets.

6. In the event the Reviewer is requested in any legal proceeding or by any governmental or regulatory body having jurisdiction over Seller to disclose any Confidential Information, the Reviewer shall give Seller prompt notice of such request so that Seller may seek a protective order or other appropriate remedy, at Seller’s sole cost and expense. If in the absence of a protective order, the Reviewer is nonetheless compelled to disclose any Confidential Information, the Reviewer may disclose such information without liability hereunder; provided that the Reviewer (i) furnishes only that portion of the Confidential Information it is advised by counsel is legally required and (ii) exercises its best efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information disclosed.

7. All adaptations and modifications to the Confidential Information, and all derivative works thereof shall be deemed to be the sole property of Seller, whether prepared by Seller, Reviewer, a Representative or any other party. All right, title and interest in and to the Confidential Information shall remain the property of Seller. Neither this Agreement nor the disclosure of Confidential Information hereunder shall be construed as granting any right or license respecting any Confidential Information except for the specific rights expressly granted under this Agreement. No license or right is granted under this Agreement to Reviewer to use, execute, reproduce, display, perform, distribute externally, sell copies of or prepare derivative works based upon, any Confidential Information, except that Reviewer may exercise the foregoing rights of use, execution, reproduction and adaptation within its own organization solely for the purpose of reviewing the Confidential Information for the Purpose of the Review. Within ten (10) days of Seller’s written request at any time, the Reviewer shall return to Seller or destroy all copies of documents constituting Confidential Information and shall promptly destroy all notes, memoranda and other writings based thereon. Notwithstanding the foregoing, to the extent required for legal, regulatory or compliance purposes, the Reviewer may retain one copy of the Confidential Information. Such retained copy shall be held in accordance with the terms of this Agreement.

8. Reviewer shall defend, hold harmless and indemnify Seller and its affiliates and its respective officers, directors, employees, contractors or agents from any and all claims, damages, liabilities, losses and expenses, including costs of investigation, court costs and reasonable attorneys’ fees (“Losses”), arising out of allegations of a third party (including, but not limited to, allegations by a governmental agency) that Seller breached a duty of confidentiality owed to that third party, if such breach of confidentiality was caused, in whole or in part, by the actions of Reviewer or its Representatives. Furthermore, Reviewer shall indemnify and hold harmless Seller from and against any and all Losses arising out of or resulting from Reviewer’s or any of its Representative’s breach of the terms hereof, including, but not limited to, the unauthorized use or disclosure of the Confidential Information by Reviewer or any of its Representatives. The Reviewer hereby agrees and acknowledges that Seller will suffer irreparable harm from, and will not have an adequate remedy at law with respect to, any breach or violation of this Agreement. Accordingly, Seller will be entitled to an injunction, specific performance or other equitable remedies in the event of any actual or threatened breach or violation of this Agreement without being required to post any bond or other security and without the necessity of proving monetary damages, in addition to any and all other remedies available to Seller at law or in equity. In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non-prevailing party all reasonable attorneys' fees, costs and expenses incurred by the prevailing party. Notwithstanding the foregoing, damages shall be limited to actual and out of pocket damages and shall exclude consequential and punitive damages.

9. No representations, warranties or covenants, expressed or implied, as to the accuracy or completeness of the Confidential Information are given by Seller and CBRE. Neither Seller, CBRE, nor any of their Representatives, shareholders, affiliates, directors, officers, employees, servicers or agents shall have any liability to the Reviewer or its Representatives resulting from use of the Confidential Information.

10. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

11. This Agreement shall be governed by, and construed in accordance with, the laws of New York and each party hereby consents to jurisdiction of the courts of New York over any matter arising hereunder.

12. This Agreement contains the entire understanding of the parties hereto with respect to the matters covered hereby and may be amended only by an agreement in writing signed by Seller. Seller shall have no legal commitment or obligation to Reviewer, its Representatives or any reviewer of the Confidential Information unless and until a definitive written agreement with respect to the transactions contemplated hereby has been fully executed, delivered and approved by Seller and its respective legal counsel, and any conditions to the performance of the Seller’s obligations thereunder have been satisfied or waived. Reviewer and its Representatives shall not have any right to conduct any physical inspections of the Assets unless and until Seller consents in writing thereto and Reviewer executes an delivers to Seller a written access agreement in a form acceptable to the Seller.

13. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties' respective successors and assigns. This Agreement sets forth the entire agreement and understanding of Reviewer and Seller, and supersedes all prior agreements and understandings between the parties with respect to the transactions contemplated hereby.

14. This Agreement shall expire on the earlier of (a) consummation of the proposed transaction, or (b) one (1) year after the date hereof.

15. It is agreed by the parties that, notwithstanding the use herein of the words "writing," "execution," "signed," "signature," or other words of similar import, the parties intend that the use of electronic signatures and the keeping of records in electronic form be granted the same legal effect, validity or enforceability as a signature affixed by hand or the use of a paper-based record keeping system (as the case might be) to the extent and as provided for in any applicable law including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Exhibit "A"

Description of Properties

If more than five additional users require access to the the Confidential Information, please submit an email request to the Transaction Adminstrator.