Kohl's Portfolio of 10

It is understood that your organization (the “Company”) is interested in acquiring certain real property referred to as the Kohl’s Sale-Leaseback Portfolio, a collection of ten distinct Kohl’s properties in various states (the “Property,” “Properties,” the “Portfolio”), and owned by current Owner of record (the “Owner”). A specific list of the properties in the Portfolio will be provided upon execution of this Agreement. To assist in your evaluation of a potential acquisition of the Portfolio, we have provided or will provide you with certain oral and written information concerning the Portfolio. As a strict condition to providing you with such information, the Company hereby agrees to treat confidentially such information and any other information (collectively, “Confidential Information”) which Owner and/or its affiliates, partners, lenders, employees, accountants, agents, attorneys, or advisors (collectively, “Representatives”) furnishes to the Company or the Company’s Representatives. The term Confidential Information shall also include any analysis, studies, reviews, compilations, or other documents prepared by the Company or the Company’s Representatives containing or based in whole, or in part, on any of the Confidential Information.

By executing this Confidentiality Agreement (this “Agreement”), the Company acknowledges and agrees that the Confidential Information is a valuable asset of Owner, has significant value, and shall be held in the strictest of confidence. Further, the Company agrees that the Confidential Information will be kept confidential by the Company and the Company’s Representatives and shall not (except as hereinafter provided), without the prior written consent of Owner, be (i) disclosed by the Company or the Company’s Representatives or (ii) used for any purpose other than evaluating the Portfolio for acquisition. Additionally, the Company agrees to share Confidential Information only to those of the Company’s Representatives who need the information for the purpose of evaluating the Portfolio for acquisition and who shall be advised of and agree to be bound by the terms and provisions of this Agreement. The Company shall be fully responsible for any breach of this Agreement by any of the Company’s Representatives. Furthermore, this is neither an agreement to sell the Portfolio nor an offer of sale of the Portfolio, and no such agreement shall binding upon Owner, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until Owner enters into a formal binding agreement of sale.

The term Confidential Information does not include information which (i) is public information other than as a result of disclosure by the Company or the Company’s Representatives in breach of an obligation of confidentiality to Owner, (ii) was available to the Company on a non-confidential basis prior to its disclosure to the Company by Owner or Owner’s Representatives or (iii) becomes available to the Company on a non-confidential basis from a source other than Owner or Owner’s Representatives; provided, however, that such source is not bound by a confidentiality agreement with or obligation to Owner.

Furthermore, by executing this Agreement the Company agrees and acknowledges that:

• the Company and the Company’s Representatives will not communicate, directly or indirectly, with any (i) tenant, licensee or other occupant of the Portfolio, (ii) any existing lender of Owner respecting the Portfolio, or (iii) any governmental or quasi-governmental bodies concerning the Portfolio without, in each of the foregoing instances, the prior written consent of Owner;
• the unauthorized release of any or all of the Confidential Information would cause immediate and irreparable harm to Owner that could not be repaired and for which Owner could not be fully compensated by money damages;
  
  
• Owner may obtain injunctive relief to prevent or limit such unauthorized disclosure, and may also pursue any other remedies available under law or equity in result of an alleged or reasonably anticipated breach of this Agreement;
  
  
• the Company agrees to pay any damages incurred by Owner as a result of the Company’s or any of the Company’s Representative’s breach of this Agreement, including, but not limited to, court costs, reasonable attorneys’ fees and indirect and/or consequential damages;
  
  
• within a reasonable period of time following termination of this Agreement (and assuming that a potential business arrangement is not consummated), the Company shall redeliver to Owner or destroy, if requested by Owner, all written Confidential Information (including all copies thereof) and any other written material containing or reflecting any information in the Confidential Information (regardless of who prepared such information) and will not retain any copies, extracts or other reproductions in whole or in part of such written material; all documents, memoranda, notes and other writings whatsoever prepared by the Company or the Company’s Representatives (or persons to whom they disclosed Confidential Information) based on or including any of the information in the Confidential Information shall be destroyed (for this purpose, a "writing" includes data in computer format and any other medium which can be used to replicate data);
  
  
• Owner has retained Northmarq (the “Agent”), under separate agreement, as its exclusive agent with respect to the offering for sale of the Portfolio;
  
  
• Owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Portfolio and to terminate discussions with any party at any time with or without notice;
  
  
• this Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin and may not be changed, waived or terminated except by a written instrument executed by both parties hereto;
  
  
• this Agreement shall be binding upon the parties and their respective successors or assigns; and
  
  
• although Confidential Information is gathered from sources believed to be reliable neither Owner nor Agent makes any representation or warranty, expressed or implied, as to the accuracy or completeness and no legal liability is assumed or implied.

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