Common use of Confidentiality; Press Releases Clause in Contracts

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, Omega, the Aviv Lessor, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or -108- similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Unless required by law or regulation to do so or otherwise expressly permitted by the Loan Documents, no Lender, on the one hand, nor any of CPS, the Seller, the Servicer, the Purchaser or the Borrower on the other hand, shall publish or otherwise disclose any information relating to the material terms of the Class A Commitment or the Class B Commitment, any of the Loan Documents or the transactions contemplated hereby or thereby (collectively, “Confidential Information”) to any Person (other than its own advisors, Levxxx Xxixxxxxx Xxpital Partners IV, any monoline insurance company that has insured a security in any securitization sponsored by CPS or any of its Affiliates or Subsidiaries and Nonany institutional creditors or potential institutional creditors of CPS and its Affiliate and Subsidiaries to the extent reasonably necessary) without the prior written consent of the other; provided that nothing herein shall be construed to prohibit any party from issuing a press release announcing the consummation of the transactions contemplated by the Loan Documents. No party shall publish any press release naming the other party without the prior written consent of the other (which consent shall not be unreasonably withheld). For avoidance of doubt, it is agreed that to the extent Seller determines that it is required by law (i) to report its entry into this Agreement and the other Loan Documents in a current report on Form 8-DisclosureK of the Securities and Exchange Commission, which report must file as exhibits at least this Agreement, the Sale and Servicing Agreement, and the Security Agreement, (ii) to make reference to such agreements and the Commitments in its periodic reports to be filed respecting time periods that include all or part of the Term, or (iii) to otherwise make any filing or report with any Governmental Authority, it shall do so. Salton agrees Notwithstanding the foregoing, the Administrative Agent, the Lenders and any Participant may disclose the Confidential Information (i) to any of their respective Affiliates and to their and their respective Affiliates' officers, directors, managers, administrators, trustees, employees, agents, accountants, legal counsel and other representatives (collectively, the “Lender Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) to the extent required by applicable law, regulation, subpoena or other legal process, (iii) to the extent requested by any governmental or regulatory authority purporting to have jurisdiction over such party (including any self-regulatory authority), (iv) to Standard & Poor's, Mooxx'x, Xitch or any other nationally recognized statistical rating organization, (v) to any other party hereto, (vi) in connection with the exercise of any remedies hereunder or under any other or the Loan Documents or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) pursuant to Section 9.03(e), (viii) with the consent of the Borrower, or (ix) to the extent that such information (a) was or becomes available to such party from a source other than CPS or the Borrower, (b) has been independently acquired or developed by any such party without violating any of their respective obligations under this Agreement or (c) becomes publicly available other than as a result of a breach of this Section. This confidentiality agreement shall apply to any and all information in any form that is provided relating to Salton or the Commitments, any of its representatives as part of this Agreement is provided the Loan Documents and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to and thereby at any time on or after the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:date hereof.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or DM3\2429630.8 proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality (a) Subject to the exceptions contained in Section 9.3(b) and Non-Disclosure. Salton agrees that Section 9.3(c) below, neither Party shall disclose to any Third Party nor use for any purpose outside of the scope of this Agreement any information which is not in the public domain and all information which was disclosed solely in any form that is provided to Salton connection with this Agreement: (i) by the disclosing Party or any of its representatives Affiliates; or (ii) by any unaffiliated Third Party at the request of the disclosing Party (“Confidential Information”). The receiving Party may only provide the disclosing Party’s Confidential Information to its and its Affiliates’ directors, officers, employees, advisors, and **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED consultants (“Representatives”) who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those contained herein and provided that the receiving Party shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by the receiving Party. The obligations of confidentiality and non-use shall expire for Confidential Information which (1) is or becomes part of the public domain without a violation of this Agreement; (2) was already in the receiving Party’s possession at the time of receipt from the disclosing Party, as part shown by documentary evidence; or (3) after the date of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect from a Third Party whose direct or indirect source is not the confidentiality of such information, and of any other proprietary disclosing Party. Upon termination or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance expiration of this Agreement (for any reason, each Party will promptly return to the other Party all Confidential Information received from such information is hereinafter referred other Party in connection with this Agreement except to as "Confidential Information"). Salton also agrees the extent that it shall take all reasonable steps to ensure that retaining such Confidential Information will not be disclosed tois **** in order for the receiving Party to continue to enjoy or enforce the rights received, or used by to satisfy its obligations, under any person, association of the Ancillary Agreements or entity except its own employees, any other agreement between the Parties that survives following such expiration or termination. The obligations of confidentiality and then only to non-use contained in this Section 9.3 shall survive the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term termination of this Agreement (including rights for a period of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:****.

Confidentiality; Press Releases. 11.1 Confidentiality Except and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Ordersrequired by applicable law (including, pricingwithout limitation, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts Buyer’s obligation to file a report on Form 8-K with the Securities and Exchange Commission or any other applicable regulator or court and issue a request for confidential treatment press release in connection with the execution and delivery of this Agreement) and the rules and regulations of the pricing American Stock Exchange, and other business terms set forth in this Agreement. In except as may be necessary to consummate the course of performance transactions contemplated hereby, until the Closing no party hereto shall disclose the existence of this Agreement, Salton or any of the terms or provisions hereof, or make any press release or similar disclosure, without the prior written consent of the other party. To the extent reasonably feasible, the initial press release or other announcement or notice regarding the transactions contemplated by this Agreement shall be made jointly by the parties; provided, however, that nothing in this Agreement shall prohibit any party from making press release required by applicable law. Upon the Closing, the confidentiality and non-disclosure obligations of the parties hereunder and under the Confidentiality Agreement shall terminate, except to the extent that such obligations relate to documentation or information relating to any properties of Seller other than the Property and the businesses conducted thereon, which obligations shall survive until the expiration of the Confidentiality Agreement in accordance with its terms. Notwithstanding the foregoing, following the Closing, without the prior written consent of Buyer, neither Seller nor any of its Affiliates shall, directly or indirectly, disclose to any Person any non-public information regarding the Property, except that Seller and its Affiliates may disclose certain such information (a) in connection with matters related to Kmart which Salton considers proprietary the sale of the Property or the other transactions contemplated by the Transaction Documents; (b) in connection with the preparation of reports and confidential. In order documents to be considered as proprietary filed by Seller or any of its Affiliates with any Governmental Authority; (c) to Seller’s officers, directors, members, managers, employees, agents, representatives, attorneys and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to accountants provided that Seller shall be responsible for any non-permitted disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information by any such Persons; (d) if required to do so by a Governmental Authority of competent jurisdiction, and (e) if such information is in the public domain or is previously published or disseminated by a third party other than pursuant to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants provisions of a confidentiality agreement entered with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Buyer.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, Omega, the Omega Senior Lessor, the Golden Living Lessors, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Seller and Non-Disclosure. Salton agrees Purchaser each hereby covenant and agree that (a) prior to the Closing neither Seller or Purchaser shall issue any and all information in any form that is provided press release or similar public statement with respect to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of transaction contemplated by this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed toa “Press Release”) without the prior written consent of the other, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton required by applicable law (including securities laws and Kmart agrees to keep the Minimum Product Orders, pricingNYSE listing requirements), and Term (b) after the Closing, any Press Release issued by either Seller or Purchaser shall be subject to the review and approval of this Agreement both parties (including rights which approval shall not be unreasonably withheld, conditioned or delayed and such response shall be provided within two (2) Business Days after submission of extension and termination) strictly confidentiala draft of the Press Release to the other party for review), except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under by applicable law (including securities laws and NYSE listing requirements). If either Seller or otherwisePurchaser is required by applicable law (including securities laws and NYSE listing requirements) to issue a Press Release, such party shall, at least two (2) Business Days prior to the issuance of the same, deliver a copy of the proposed Press Release to the other party for its review; provided, that Salton however, if such disclosure required by law will use its reasonable best efforts to file with be contained in any disclosure documents required by the Securities and Exchange Commission or any other applicable regulator or court the NYSE, then neither party shall be required to deliver a request for confidential treatment copy of the pricing proposed disclosure to the other party or obtain the consent of the other party. For the avoidance of doubt, and other business notwithstanding anything herein to the contrary, the disclosure of any economic terms set forth (including, without limitation, the Purchase Price), whether made as part of a disclosure required to be filed with the Securities and Exchange Commission, the NYSE or otherwise, shall be subject to the approval of the non-disclosing party, in such party’s sole discretion, unless such disclosure is required by law (including securities laws and NYSE listing requirements). Except to the extent required by applicable law (including securities laws and NYSE listing requirements), the terms and conditions contained in this Agreement shall not be disclosed to any third parties other than to those authorized representatives of the parties and their accountants, professionals, consultants, attorneys and lenders, who need to know the information for the purpose of consummating the closing of the Property contemplated in the Agreement. In Without limiting the course of performance of foregoing requirement for Seller approval, the name “CBRE” shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement, Salton except to the extent required by applicable law (including securities laws and NYSE listing requirements). Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser’s partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the “Purchaser Parties”) to comply with this provision. Each of Seller and Purchaser stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm to the other for which damages may disclose certain information not constitute an adequate remedy. Accordingly, Seller and Purchaser agree that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Seller’s and Purchaser’s remedies are not limited to Kmart which Salton considers proprietary injunctive relief for a breach of the requirements of this Section 12.8, and confidential. In order all legal and equitable remedies will continue to be considered as proprietary available to Seller and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance Purchaser. For purposes of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) aboveSection 12.8, the Authorized Recipient parties may rely on their attorneys and accountants to determine the requirements of law. The provisions of this Section 12.8 shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:survive Closing.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton Purchaser shall make no public announcement, press release or any disclosure of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain nor any information related to Kmart which Salton considers proprietary and confidential. In order this Agreement, to be considered as proprietary and confidential andoutside brokers, thusmedia or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the following restrictionsprovisions of Section 4.7, Salton must comply with both make disclosure of the following requirements prior this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser. Seller shall make no public announcement, press release or disclosure of the information: (i) transactions contemplated under this Agreement, nor any information related to this Agreement, to outside brokers, media or third parties, before or after the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'Closing, Exhibit M, List of Existing Loan Documents M-38 without the prior written specific consent of Purchaser; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e.provided, one listed on attached Exhibit E) with a need to know such information in furtherance of the performance however, that Seller may make disclosure of this Agreement (to Seller's employees, agents, representatives, lenders, investors, surveyors, engineers, contractors and consultants as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Seller. Prior to Closing, Seller shall inform the "Authorized Recipient") Provided Salton has complied Broker of the foregoing requirements and instruct broker to comply with (i) same. Notwithstanding the foregoing, if the Closing occurs, each of Purchaser and (ii) aboveSeller shall have the right, after the Authorized Recipient shall maintain Closing, to publicize the confidentiality of such information to the same extent Kmart protects its own proprietary information transaction in a reasonable and customary manner; provided, however, that any press release or other public disclosure regarding this Agreement shall not disclose it the name of Purchaser or Seller, the Purchase Price or any other economic terms set forth herein without the prior written consent of the other party. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" shall not in any event be used or referenced in any public announcement, press release or disclosure relating to anyone other than Kmart the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, agents and/or consultants officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with a need to know who shall also be subject to this restrictionprovision. Confidential Information Without Purchaser’s prior written consent, the name "Berkshire Property Advisors" or any variation thereof shall not include information be used or referenced in any public announcement, press release or disclosure by or on behalf of Seller relating to the transactions contemplated under this Agreement. Seller will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Seller Parties") to comply with this provision. Each party, on behalf of itself and the Purchaser Parties or Seller Parties, as applicable, stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm to the non-breaching party for which damages may not constitute an adequate remedy. Accordingly, each party agrees, on its own behalf and on behalf of the Purchaser Parties or Seller Parties, as applicable, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Each party’s remedies in the event of a breach by the other party can demonstrate by written evidence:of this Section 12.8 are not limited to injunctive relief for a breach of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available to the non-breaching party. The provisions of this Section 12.8 shall survive Closing.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, Omega, the Aviv Lessor, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, -114- including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Except and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Ordersrequired by applicable law (including, pricingwithout limitation, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts Buyer’s obligation to file a report on Form 8-K with the Securities and Exchange Commission or any other applicable regulator or court and issue a request for confidential treatment press release in connection with the execution and delivery of this Agreement) and the rules and regulations of the pricing American Stock Exchange, and other business terms set forth in this Agreement. In except as may be necessary to consummate the course of performance transactions contemplated hereby, until the Closing no party hereto shall disclose the existence of this Agreement, Salton or any of the terms or provisions hereof, or make any press release or similar disclosure, without the prior written consent of the other party. To the extent reasonably feasible, the initial press release or other announcement or notice regarding the transactions contemplated by this Agreement shall be made jointly by the parties; provided, however, that nothing in this Agreement shall prohibit any party from making press release required by applicable law. Upon the Closing, the confidentiality and non-disclosure obligations of the parties hereunder and under the Confidentiality Agreement shall terminate, except to the extent that such obligations relate to documentation or information relating to any properties of Seller other than the Property and the businesses conducted thereon, which obligations shall survive until the expiration of the Confidentiality Agreement in accordance with its terms. Notwithstanding the foregoing, following the Closing, without the prior written consent of Buyer, neither Seller nor any of its Affiliates shall, directly or indirectly, disclose to any Person any non-public information regarding the Property, except that Seller and its Affiliates may disclose certain such information (a) in connection with matters related to Kmart which Salton considers proprietary the sale of the Property or the other transactions contemplated by the Transaction Documents; (b) in connection with the preparation of reports and confidential. In order documents to be considered as proprietary filed by Seller or any of its Affiliates with any Governmental Authority; (c) to Seller’s officers, directors, employees, agents, representatives, attorneys and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to accountants provided that Seller shall be responsible for any non-permitted disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information by any such Persons; (d) if required to do so by a Governmental Authority of competent jurisdiction, and (e) if such information is in the public domain or is previously published or disseminated by a third party other than pursuant to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants provisions of a confidentiality agreement entered with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Buyer.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and As used herein, the term "Confidential Information" refers to all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during following: (a) the performance terms of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business those terms set forth in the redacted version of the 1999 version of this Agreement which was filed with the Los Angeles Superior Court in the action filed by Marvel against SPE (“Redacted Agreement”) and the nature and extent of any modifications or amendments to the 1999 version of the Agreement which are contained in this Amended and Restated Agreement, (b) all information about the contents of any Production, until SPE determines that it is appropriate to disseminate such information in the normal course of marketing, promoting, releasing and/or otherwise exploiting such Production, (c) all information about any disputes between SPE (and/or any of its Affiliates) and Marvel (and/or any of its Affiliates), including without limitation any disputes as to any of the matters referred to in Section 24.a(i) – (iii), and all information regarding the performance or alleged non-performance by any party of any of its obligations under this Agreement, and (d) all information about any arbitration proceedings under Section 24.b, provided that, at the request of either party, the parties shall issue a joint press release stating only that there is a dispute between the parties, that it is being arbitrated and that all other matters relating to the dispute are confidential. Neither SPE nor Marvel (nor any of their respective agents, employees, attorneys, representatives or affiliates) shall, without the prior written consent of the other party, disclose any Confidential Information to any party other than to their respective officers, directors, employees, agents, attorneys, accountants and/or bankers, or as otherwise required by law or to enforce to the terms of this Agreement. In addition, the course parties agree to use reasonable efforts to avoid any further dissemination or discussion of performance the contractual terms set forth in the Redacted Agreement. Promptly after satisfaction of the Conditions, Marvel and SPE will issue a joint, mutually-approved press release concerning this Agreement, Salton may disclose certain but neither party shall release any information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of regarding this Agreement (or its existence) prior to such joint press release. SPE will issue and control all publicity regarding all Productions produced by SPE hereunder; however, SPE will consult with Marvel regarding the "Authorized Recipient"overall publicity, advertising campaign and distribution pattern, for the initial theatrical release of the Pictures in the United States. Promptly after full execution of this Amended and Restated License Agreement, Marvel and SPE will issue a joint, mutually-approved press release concerning the settlement of their disputes, but neither party (nor any of their respective agents, employees, attorneys, representatives or affiliates) Provided Salton has complied with (i) and (ii) above, shall disseminate any information regarding the Authorized Recipient shall maintain the confidentiality settlement of their disputes except by way of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:mutually approved joint press release.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that Neither Seller nor Purchaser shall make any and all information in any form that is provided to Salton public announcement, press release or any disclosure of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain nor any information related to Kmart which Salton considers proprietary and confidential. In order this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of the other party, not to be considered as proprietary and confidential andunreasonably withheld; provided, thushowever, that Purchaser may, subject to the following restrictionsprovisions of Section 4.7, Salton must make disclosure of this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with both of this provision. Notwithstanding the following requirements prior to disclosure of the information: foregoing, (i) the information must each party shall be clearly entitled to make disclosures concerning this Agreement and conspicuously identified in writing materials provided hereunder to its lenders, attorneys, accountants, employees, agents and other service professionals as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information may be reasonably necessary in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and transactions contemplated hereby, (ii) abovePurchaser shall be entitled to make disclosures concerning this transaction and materials provided hereunder to its potential debt and equity sources, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:and

Confidentiality; Press Releases. 11.1 Confidentiality The BLC Parties and Non-Disclosure. Salton agrees the BMC Parties agree that any and all information in any form that is provided to Salton or any of its representatives as part they will not disclose the contents of this Agreement is provided and received in confidenceto any third parties or issue any press release with respect thereto or any Closing hereunder without the consent of the other parties, and Saltonexcept (i) as may be required or, shall at all times preserve and protect based on the confidentiality advice of such informationcounsel, and advisable to ensure compliance with any applicable laws, rules or regulations of any other proprietary Governmental Authority having jurisdiction over such party, (ii) as is expressly authorized or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during required by the performance terms of this Agreement (such information is hereinafter referred to as "Confidential Information"e.g., in connection with soliciting or obtaining any required third-party consents or approvals). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, (iii) if and then only to the extent necessary such contents have already been placed in the public domain (other than by the party seeking to permit it to perform disclose and in a manner not permitted by this AgreementSection 10.8). Each of Salton and Kmart agrees to keep Nothing contained in this Section 10.8 shall be construed as prohibiting (x) the Minimum Product Orders, pricing, and Term BMC Parties from disclosing the contents of this Agreement (including rights of extension and terminationA) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby on a confidential basis to the extent it is legally required to do soBMC Parties' counsel, whether under applicable securities laws or otherwiseaccountants, providedconsultants, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing property managers and other business terms set forth agents, or (B) (if necessary or appropriate in this Agreement. In BMC's reasonable judgment) to regulatory authorities having jurisdiction over the course of performance of this AgreementBMC Parties (which authorities, Salton by law, may disclose certain information not be bound by any confidentiality restrictions), or (C) to Kmart parties from which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential andthe BMC Parties are seeking financing, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: or (iy) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of BLC Parties from disclosing the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance contents of this Agreement (A) on a confidential basis to its counsel, accountants, consultants, property managers and other agents, or (B) (if necessary or appropriate in the "Authorized Recipient"reasonable judgment of the BLC Parties) Provided Salton has complied to regulatory authorities having jurisdiction over the BLC Parties (which authorities, by law, may not be bound by any confidentiality restrictions), or (C) to parties from which it seeks financing. The BMC Parties and the BLC Parties each agree (I) to consult with (i) and cooperate with the other parties on the content and timing of all press releases and other public announcements relating to the transactions contemplated by this Agreement, and (iiII) above, that the Authorized Recipient shall maintain the confidentiality of such information initial press release to be issued with respect to the same extent Kmart protects its own proprietary information and shall not disclose it transactions contemplated by this Agreement will be in the form agreed to anyone other than Kmart employees, agents and/or consultants with a need by the parties hereto prior to know who shall also be subject to the execution of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, Omega, the Hospital District and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality (a) Subject to the exceptions contained in Section 9.3(b) and Non-Disclosure. Salton agrees that Section 9.3(c) below, neither Party shall disclose to any Third Party nor use for any purpose outside of the scope of this Agreement any information which is not in the public domain and all information which was disclosed solely in any form that is provided to Salton connection with this Agreement: (i) by the disclosing Party or any of its representatives Affiliates; or (ii) by any unaffiliated Third Party at the request of the disclosing Party (“Confidential Information”). The receiving Party may only provide the disclosing Party’s Confidential Information to its and its Affiliates’ directors, officers, employees, advisors, and ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED consultants (“Representatives”) who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those contained herein and provided that the receiving Party shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by the receiving Party. The obligations of confidentiality and non-use shall expire for Confidential Information which (1) is or becomes part of the public domain without a violation of this Agreement; (2) was already in the receiving Party’s possession at the time of receipt from the disclosing Party, as part shown by documentary evidence; or (3) after the date of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect from a Third Party whose direct or indirect source is not the confidentiality of such information, and of any other proprietary disclosing Party. Upon termination or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance expiration of this Agreement (for any reason, each Party will promptly return to the other Party all Confidential Information received from such information is hereinafter referred other Party in connection with this Agreement except to as "Confidential Information"). Salton also agrees the extent that it shall take all reasonable steps to ensure that retaining such Confidential Information will not be disclosed tois **** in order for the receiving Party to continue to enjoy or enforce the rights received, or used by to satisfy its obligations, under any person, association of the Ancillary Agreements or entity except its own employees, any other agreement between the Parties that survives following such expiration or termination. The obligations of confidentiality and then only to non-use contained in this Section 9.3 shall survive the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term termination of this Agreement (including rights for a period of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:****.

Confidentiality; Press Releases. 11.1 Confidentiality Each Class B Member shall keep confidential all Confidential Information obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such Confidential Information to its lawyers, accountants and Non-Disclosureother service providers as reasonably necessary in the furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements (including the rules of any applicable securities exchange or quotation or listing system), and to potential permitted transferees of its Membership Interest, provided that such potential transferees enter into customary confidentiality agreements, with the Company and the other Members expressly stated therein to be third party beneficiaries thereof prior to the disclosure of Confidential Information. Salton Each Class B Member agrees that to not to issue any press release or make any public statement with respect to the business and affairs of the Company, Alterra and their respective Subsidiaries and Affiliates without the prior written consent of the Class A Member (which shall not be unreasonably withheld); provided, however, in the event a Class B Member is required by applicable law or any listing agreement with any national securities exchange or quotation or listing system to issue a press release or make a public statement prior to such consent, such Class B Member shall only be required to consult with the Class A Member and the Company before issuing such press release or making such public statement and will not issue any such press release or make any such public statement prior to such consultation.. Notwithstanding the foregoing, each Class B Member (and each employee, representative or other agent of a Member) may disclose to any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidencePersons, and Salton, shall at all times preserve and protect the confidentiality of such information, and without limitation of any other proprietary or non-public information kind, the tax treatment and tax structure of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of by this Agreement and all materials of any kind (the "Authorized Recipient"including opinions or other tax analyses) Provided Salton has complied with that are provided to such Member relating to such tax treatment and tax structure. DISCLOSURES. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED (i) and (ii) aboveTHE “1933 ACT”), the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employeesOR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH LAWS PURSUANT TO EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL NOT BE ANY PUBLIC MARKET FOR THE SECURITIES. IN ADDITION, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:THE TERMS OF THIS AGREEMENT RESTRICT THE TRANSFERABILITY OF THE SECURITIES.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-DisclosureWithout the express prior written permission of Owner, Construction Manager shall not (a) issue any press releases or engage in any dialogue or interviews with the media or any other persons or entities for public dissemination; (b) give any speeches or presentations concerning the Project; or (c) disclose any information that it obtains from Owner or about Owner or the Project. Salton agrees Construction Manager acknowledges that any and it or its employees may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to Owner, its affiliated companies or third parties to whom Owner has a duty of confidentiality. The term “Confidential Information” as used in this Agreement shall mean all information which has been or will be disclosed by Owner under or in any form connection with the Project and this Agreement, which relates to Owner and/or its business, products and services, but does not include information that is identified in writing by Owner as non-confidential, or that: (i) is or becomes generally available to the public or becomes part of the public domain through no fault of Construction Manager; (ii) is already known to Construction Manager at the time of such disclosure as documented by records in its possession prior to such disclosure; (iii) is subsequently received by Construction Manager in good faith from a third party having the prior right to make such subsequent disclosure; or (iv) is independently developed by Construction Manager, provided that Construction Manager can document that such development was accomplished by or on behalf of Construction Manager without use of the information disclosed pursuant to Salton this Agreement. Construction Manager will hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than the provision of the Work to Owner as contemplated by this Agreement and to advise each of its representatives as part of this Agreement is provided employees and received in confidence, Subconsultants who may be exposed to such proprietary and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public confidential information of or relating their obligations to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (keep such information is hereinafter referred confidential. Construction Manager shall never use or duplicate any Confidential Information (except for the limited purposes as specifically authorized by this Agreement) and shall keep confidential and never disclose any Confidential Information to as "Confidential Information")anyone, unless Owner has, in its sole discretion, previously and expressly consented to such use, duplication or disclosure in writing. Salton also agrees that it shall take all reasonable steps to ensure that Construction Manager may disclose such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent those employees of Construction Manager whose knowledge is necessary to permit it for Construction Manager to perform its obligations under this Agreement provided that all such employees shall be advised of their obligations to protect Owner’s interests, which obligations shall be identical to Construction Manager’s under this Agreement. Each Without limiting any of Salton the foregoing, Construction Manager shall protect Owner’s Confidential Information with at least the same degree of care as it exercises to protect its own confidential information of like character. Notwithstanding the foregoing, a party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity provided the receiving party has given the other party written notice of such request such that the other party has an opportunity to defend, limit or protect such production or disclosure. The receiving party will exercise reasonable efforts in good faith to cooperate with the other party’s efforts to defend, limit or protect such production or disclosure. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and Kmart agrees to keep exclusively for the Minimum Product OrdersProject, pricingprovided those employees, consultants and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby contractors are subject to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will restrictions on the disclosure and use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms Confidential Information as set forth in this Agreement. In The Parties acknowledge and agree that (i) all Confidential Information disclosed by or belonging to Owner is and shall remain the course exclusive and valuable property of performance Owner; (ii) Construction Manager does not hereby obtain any license or other interest in or to Confidential Information of the Owner or the subjects thereof except for the license specifically given by Owner in this Agreement; and (iii) at the request of Owner, and in any event upon the completion of the Project, Construction Manager shall promptly deliver to Owner all products, components and equipment provided by Owner hereunder as well as all records or other things containing or embodying Owner’s Confidential Information within its possession or control which were delivered or made available to Construction Manager during or in connection with the Project. Notwithstanding the foregoing, Construction Manager may retain one (1) copy of Confidential Information in its secure legal files, strictly for archival purposes, and in order to monitor compliance of its obligations under this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary or as required by law. Construction Manager acknowledges that the restrictions on the use, duplication and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) Confidential Information set forth herein are reasonable to protect Owner’s business interests. This Section shall survive the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e.termination, one listed on attached Exhibit E) with a need to know such information in furtherance expiration or completion of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that Neither Sellers nor Purchaser shall make any and all information in any form that is provided to Salton public announcement, press release or any disclosure of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain nor any information related to Kmart which Salton considers proprietary and confidential. In order this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of the other party, not to be considered as proprietary and confidential andunreasonably withheld; provided, thushowever, that Purchaser may, subject to the following restrictionsprovisions of Section 4.7, Salton must make disclosure of this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser. Without limiting the foregoing requirement for Sellers approval, the name "Xxxxxx/Xxxxx" shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with both of this provision. Notwithstanding the following requirements prior to disclosure of the information: foregoing, (i) the information must each party shall be clearly entitled to make disclosures concerning this Agreement and conspicuously identified in writing materials provided hereunder to its lenders, attorneys, accountants, employees, agents and other service professionals as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information may be reasonably necessary in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and transactions contemplated hereby, (ii) abovePurchaser shall be entitled to make disclosures concerning this transaction and materials provided hereunder to its potential debt and equity sources, and (iii) each party shall be entitled to make such disclosures concerning this Agreement and materials provided hereunder as may be necessary to comply with (a) any court order, (b) the Authorized Recipient shall maintain the confidentiality directive of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employeesany applicable governmental authority, agents or (c) any applicable securities law, rule and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:regulation.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be DM3\7000734.9 disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality intended to permit or authorize Borrower to make any contract on behalf of such information, and of any other proprietary or non-public information of or relating to Kmart Administrative Agent or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this AgreementLender. Each of Salton the Administrative Agent and Kmart the Lenders agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Except and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Ordersrequired by applicable law (including, pricingwithout limitation, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts Buyer’s obligation to file a report on Form 8-K with the Securities and Exchange Commission or any other applicable regulator or court and issue a request for confidential treatment press release in connection with the execution and delivery of this Agreement) and the rules and regulations of the pricing American Stock Exchange, and other business terms set forth in this Agreement. In except as may be necessary to consummate the course of performance transactions contemplated hereby, until the Closing no party hereto shall disclose the existence of this Agreement, Salton or any of the terms or provisions hereof, or make any press release or similar disclosure, without the prior written consent of the other party. To the extent reasonably feasible, the initial press release or other announcement or notice regarding the transactions contemplated by this Agreement shall be made jointly by the parties; provided, however, that nothing in this Agreement shall prohibit any party from making press release required by applicable law. Upon the Closing, the confidentiality and non-disclosure obligations of the parties hereunder and under the Confidentiality Agreement shall terminate, except to the extent that such obligations relate to documentation or information relating to any motion picture theaters other than the Theaters (including Seller’s Los Angeles theaters), which obligations shall survive until the expiration of the Confidentiality Agreement in accordance with its terms. Notwithstanding the foregoing, following the Closing, without the prior written consent of Buyer, neither Seller nor any of its Affiliates shall, directly or indirectly, disclose to any Person any non-public information regarding the Purchased Assets or the Business, except that Seller and its Affiliates may disclose certain such information (a) in connection with matters related to Kmart which Salton considers proprietary the sale of the Purchased Assets or the other transactions contemplated by the Transaction Documents; (b) in connection with the preparation of reports and confidential. In order documents to be considered as proprietary filed by Seller or any of its Affiliates with any Governmental Authority; (c) to Seller’s officers, directors, employees, agents, representatives, attorneys and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to accountants provided that Seller shall be responsible for any non-permitted disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information by any such Persons; (d) if required to do so by a Governmental Authority of competent jurisdiction, and (e) if such information do so by a Governmental Authority of competent jurisdiction, and (e) if such information is in the public domain or is previously published or disseminated by a third party other than pursuant to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants provisions of a confidentiality agreement entered with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Buyer.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of Borrower, Lender, or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary intended to permit it or authorize Borrower to perform this Agreementmake any contract on behalf of Lender. Each of Salton and Kmart Lender agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality Borrower shall not disclose the contents of this Agreement and Nonthe other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-Disclosureto-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Salton Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and all information in no party hereto shall permit its Affiliates to, at any form that is provided to Salton time issue any press release or other public disclosure using the name of Borrower, Lender, or any of its representatives as part their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary intended to permit it or authorize Borrower to perform this Agreementmake any contract on behalf of Lender. Each of Salton and Kmart Lender agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the same extent Kmart protects its own proprietary information and shall not disclose it requested by any regulatory authority, (c) to anyone the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other than Kmart employeesparty to this Agreement or any other Financing Agreement, agents and/or consultants (e) in connection with a need the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to know who shall also be this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton Purchaser shall make no public announcement, press release or any disclosure of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain nor any information related to Kmart which Salton considers proprietary and confidential. In order this Agreement, to be considered as proprietary and confidential andoutside brokers, thusmedia or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the following restrictionsprovisions of Section 4.7, Salton must comply with both make disclosure of the following requirements prior this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser. Seller shall make no public announcement, press release or disclosure of the information: (i) transactions contemplated under this Agreement, nor any information Exhibit M, List of Existing Loan Documents M-36 related to this Agreement, to outside brokers, media or third parties, before or after the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'Closing, without the prior written specific consent of Purchaser; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e.provided, one listed on attached Exhibit E) with a need to know such information in furtherance of the performance however, that Seller may make disclosure of this Agreement (to Seller's employees, agents, representatives, lenders, investors, surveyors, engineers, contractors and consultants as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Seller. Prior to Closing, Seller shall inform the "Authorized Recipient") Provided Salton has complied Broker of the foregoing requirements and instruct broker to comply with (i) same. Notwithstanding the foregoing, if the Closing occurs, each of Purchaser and (ii) aboveSeller shall have the right, after the Authorized Recipient shall maintain Closing, to publicize the confidentiality of such information to the same extent Kmart protects its own proprietary information transaction in a reasonable and customary manner; provided, however, that any press release or other public disclosure regarding this Agreement shall not disclose it the name of Purchaser or Seller, the Purchase Price or any other economic terms set forth herein without the prior written consent of the other party. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" shall not in any event be used or referenced in any public announcement, press release or disclosure relating to anyone other than Kmart the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, agents and/or consultants officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with a need to know who shall also be subject to this restrictionprovision. Confidential Information Without Purchaser’s prior written consent, the name "Berkshire Property Advisors" or any variation thereof shall not include information be used or referenced in any public announcement, press release or disclosure by or on behalf of Seller relating to the transactions contemplated under this Agreement. Seller will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Seller Parties") to comply with this provision. Each party, on behalf of itself and the Purchaser Parties or Seller Parties, as applicable, stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm to the non-breaching party for which damages may not constitute an adequate remedy. Accordingly, each party agrees, on its own behalf and on behalf of the Purchaser Parties or Seller Parties, as applicable, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Each party’s remedies in the event of a breach by the other party can demonstrate by written evidence:of this Section 12.8 are not limited to injunctive relief for a breach of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available to the non-breaching party. The provisions of this Section 12.8 shall survive Closing.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that Neither Seller nor Purchaser shall make any and all information in any form that is provided to Salton public announcement, press release or any disclosure of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain nor any information related to Kmart which Salton considers proprietary and confidential. In order this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of the other party, not to be considered as proprietary and confidential andunreasonably withheld; provided, thushowever, that Purchaser may, subject to the following restrictionsprovisions of Section 4.7, Salton must make disclosure of this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser. Without limiting the foregoing requirement for Seller approval, the name “Crow Holdings” shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser’s partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the “Purchaser Parties”) to comply with both of this provision. Notwithstanding the following requirements prior to disclosure of the information: foregoing, (i) the information must each party shall be clearly entitled to make disclosures concerning this Agreement and conspicuously identified in writing materials provided hereunder to its lenders, attorneys, accountants, employees, agents and other service professionals as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information may be reasonably necessary in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and transactions contemplated hereby, (ii) abovePurchaser shall be entitled to make disclosures concerning this transaction and materials provided hereunder to its potential debt and equity sources, and (iii) each party shall be entitled to make such disclosures concerning this Agreement and materials provided hereunder as may be necessary to comply with (a) any court order, (b) the Authorized Recipient shall maintain the confidentiality directive of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employeesany applicable governmental authority, agents or (c) any applicable securities law, rule and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:regulation.

Confidentiality; Press Releases. 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, The parties shall at all times preserve and protect the confidentiality of such informationkeep this Lease confidential, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton (i) comply with applicable Law and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement regulations (including rights of extension and terminationany securities laws), or (ii) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning carry out the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms obligations set forth in this Agreement. In the course of performance of this AgreementLease; provided, Salton may however, that either party shall be allowed to disclose certain such information to Kmart which Salton considers proprietary the party's assignees, prospective purchasers, subtenants, agents, employees, contractors, consultants, brokers, accountants, rating agencies or attorneys, prospective landlords of replacement premises as well as lenders (if any), investment bankers and confidential. In order to be considered as proprietary and confidential andventure capital groups, thusinvestors, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such know, and except to the extent that disclosure is necessary for a party to exercise its rights and perform its obligations under this Lease, provided, that, in all cases, the disclosure is no broader than necessary and the party who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. Except a result of a breach of this Lease, disclosure of information by either party shall not be prohibited if that disclosure is of information that is or becomes a matter of public record or public knowledge or from sources other than Tenant or Landlord or their respective agents, employees, contractors, consultants or attorneys. In addition, Tenant and Landlord shall each be entitled at any time to make customary disclosures on investor/earnings calls or meetings or in furtherance earning releases or in filings required by the Securities Exchange Commission or as otherwise required by applicable Laws. Landlord is obligated to regularly provide financial information concerning Landlord and/or its affiliates (including Xxxxxx Realty Corporation, a public company whose shares of stock are listed on the New York Stock Exchange) to the shareholders of its affiliates, to the SEC and other regulatory agencies, and to auditors and underwriters, which information may include summaries of financial information concerning leases, rents, costs and results of operations of its real estate business, including any rents or results of operations affected by this Lease. Either party may issue press releases in the ordinary course of business announcing that Landlord has leased the Premises to Tenant; provided, however, that neither party may disclose the economic terms of this Lease (as opposed to the length of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) aboveLease Term, the Authorized Recipient shall maintain RSF of the confidentiality Premises, and the identity of Tenant, which may be included in Landlord's press release) in any press release, without the other party's consent, which consent may be granted or withheld in such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:party' sole discretion.