Common use of Trust Exculpation Clause in Contracts

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks have agreed to the terms of this §32 solely based upon the representation and covenant of Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraphParagraph 12, all persons having a claim against the Trust (as a Guarantor or general partner of BorrowerDebtor), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Debtor (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the BorrowerDebtor, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Debtor and not distributed to shareholders of the Trust as permitted by this the Loan Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17Section 7.17 of the Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 heretoto the Loan Agreement, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks have agreed to the terms of this §32 Paragraph 12 solely based upon the representation and covenant of Borrower Debtor and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Paragraph 12 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerDebtor) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerDebtor, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the BorrowerDebtor.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of the Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.177.17 of the Secured Credit Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 heretoto the Secured Credit Agreement, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks have agreed to the terms of this §32 solely based upon the representation and covenant of Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of the Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of the Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against any Subsidiary Property Owner or the Borrower.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s 's interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §Section 7.17, (vii) all documents and agreements in favor of the Trust in iN connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Attachable Assets”"), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 hereto, all under the heading of “"Other Permitted Assets”", (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Other Permitted Assets”"). The Agent and the Banks have agreed to the terms of this §Section 32 solely based upon the thE representation and covenant of Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §Section 32 to the contrary, the foregoing limitation on liability liabilitY and recourse to the Trust (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to to, the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity AgreementAgreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent the Purchasers and holders of the Banks Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent holders of Notes against the Company. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Banks against Trust. Very truly yours, RAMCO-XXXXXXXXXX PROPERTIESRPT REALTY, L.P. By: Ramco-Xxxxxxxxxx Properties TrustRPT Realty Its: General Partner By: Name: Xxxxxxxx Xxxxxxxxx Title: Chief Financial Officer RAMCO-XXXXXXXXXX PROPERTIES TRUSTRPT REALTY By: Name: Xxxxxxxx Xxxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the Borrower.date hereof. Teachers Insurance and Annuity Association of America By: Name: Title: This Agreement is hereby accepted and agreed to as of the date hereof. The Guardian Life Insurance Company of America By: Name: Title: This Agreement is hereby accepted and agreed to as of the date hereof. Knights of Columbus By: Name: Title: This Agreement is hereby accepted and agreed to as of the date hereof. Athene Annuity and Life Company By: Athene Asset Management, L.P., its Investment Adviser By: AAM GP Ltd., its general partner By: Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income Athene Annuity & Life Assurance Company By: Athene Asset Management, L.P., its Investment Adviser By: AAM GP Ltd., its general partner By: Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income This Agreement is hereby accepted and agreed to as of the date hereof. American Family Life Insurance Company By: Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager Defined Terms As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity AgreementAgreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent the Purchasers and holders of the Banks Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall - now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent holders of Notes against the Company. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Banks against Trust, Very truly yours, RAMCO-XXXXXXXXXX PROPERTIESRPT REALTY, L.P. By: Ramco-Xxxxxxxxxx Properties TrustRPT Realty Its: General Partner By: Name: Xxxxxxxx Xxxxxxxxx Title: Chief Financial Officer RAMCO-XXXXXXXXXX PROPERTIES TRUSTRPT REALTY By: Name: Xxxxxxxx Xxxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the Borrower.date hereof. Lexington Insurance Company National Union Fire Insurance Company of Pittsburgh, Pa BY: AIG Asset Management (U.S.) LLC, as Investment Adviser By: Name: Xxxxx X. Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof Teachers Insurance and Annuity Association of America By: Name: Xxxxx Xxxxxx Title: Director -52- DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity AgreementAgreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent the Purchasers and holders of the Banks Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent holders of Notes against the Company. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Banks against Trust. Very truly yours, RAMCO-XXXXXXXXXX PROPERTIESRPT REALTY, L.P. By: Ramco-Xxxxxxxxxx Properties TrustRPT Realty Its: General Partner By: /s/Xxxxxxx X. Xxxxxxx Name: XXXXXXX X. XXXXXXX Title: CHIEF FINANCIAL OFFICER RAMCO-XXXXXXXXXX PROPERTIES TRUSTRPT REALTY By: /s/Xxxxxxx X. Xxxxxxx Name: XXXXXXX X. XXXXXXX Title: CHIEF FINANCIAL OFFICER (Signature Page to Note Purchase Agreement) This Agreement is hereby accepted and agreed to as of the Borrower.date hereof. American General Life Insurance Company The Variable Annuity Life Insurance Company National Union Fire Insurance Company of Pittsburgh, PA United Guaranty Residential Insurance Company The United States Life Insurance Company in the City of New York American Home Assurance Company Lexington Insurance Company United Guaranty Mortgage Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/Xxxxx X. Patch Name: Xxxxx X. Patch Title: Managing Director Defined Terms As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Trust Exculpation. Subject to the terms of this paragraphParagraph 12, all persons having a claim against the Trust (as a Guarantor or general partner of BorrowerDebtor), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s 's interest and rights in the Borrower Debtor (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the BorrowerDebtor, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Debtor and not distributed to shareholders of the Trust as permitted by this the Loan Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17Section 7.17 of the Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Attachable Assets”"), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 heretoto the Loan Agreement, all under the heading of “"Other Permitted Assets”", (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Other Permitted Assets”"). The Agent and the Banks have agreed to the terms of this §32 Paragraph 12 solely based upon the representation and covenant of Borrower Debtor and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Paragraph 12 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerDebtor) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerDebtor, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the BorrowerDebtor.

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to to, the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement[reserved], (v) all cash and Short-term Short‑term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Short‑term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent the Purchasers and holders of the Banks Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent holders of Notes against the Company. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Banks against Trust. Very truly yours, RPT REALTY, L.P. By: RPT Realty Its: General Partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer RPT REALTY By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of the Borrower.date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Nuveen Alternatives Advisors LLC, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Sr. Director CSAA INSURANCE EXCHANGE By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Sr. Director This Agreement is hereby accepted and agreed to as of the date hereof. CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY By: AllianceBernstein LP, its Investment Advisor By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. EQUITABLE FINANCIAL LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President VENERABLE INSURANCE AND ANNUITY COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Managing Director XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company of New York By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. RGA GLOBAL REINSURANCE COMPANY, LTD. By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: V.P. & Chief Investment Officer RGA REINSURANCE COMPANY By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: V.P. Portfolio Management RGA AMERICAS REINSURANCE COMPANY, LTD By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: V.P. & Chief Investment Officer ROCKWOOD REINSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Securities Vice President RPT Realty, L.P. 00 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 Information Relating to Purchasers

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts -63- incurred by the Company or such Guarantor in connection therewith not contributed to the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity AgreementAgreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent and the Banks holders of the Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks holders of Notes against the BorrowerCompany.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks have agreed to the terms of this §32 solely based upon the representation and covenant of Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.. 117

Trust Exculpation. Subject to the terms of this paragraphParagraph 12, all persons having a claim against the Trust (as a Guarantor or general partner of BorrowerDebtor), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s 's interest and rights in the Borrower Debtor (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the BorrowerDebtor, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Debtor and not distributed to shareholders of the Trust as permitted by this the Loan Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17Section 7.17 of the Unsecured Master Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Attachable Assets”"), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 heretoto the Unsecured Master Loan Agreement, all under the heading of “"Other Permitted Assets”", (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Other Permitted Assets”"). The Agent and the Banks have agreed to the terms of this §32 Paragraph 12 solely based upon the representation and covenant of Borrower Debtor and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Paragraph 12 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerDebtor) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerDebtor, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the BorrowerDebtor.

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity AgreementAgreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent and the Banks holders of the Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks holders of Notes against the BorrowerCompany.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s 's interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17Section 7.17 of the UnsecureD Master Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Attachable Assets”"), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 heretoto the Unsecured Master Loan Agreement, all under the heading of “"Other Permitted Assets”", (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “"Other Permitted Assets”"). The Agent and the Banks have agreed to the terms of this §Section 32 solely based upon the representation and covenant of oF Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §Section 32 to the contrary, the foregoing limitation on oN liability and recourse to the Trust (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of the Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.177.17 of the Master Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 heretoto the Master Loan Agreement, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks have agreed to the terms of this §32 solely based upon the representation and covenant of the Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of the Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of the Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraphSection 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of Borrowerthe Company), the general partner of the Borrower Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower Company (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to the BorrowerCompany, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity AgreementAgreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short-term Short‑term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent the Required Holders pursuant to §7.17Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Short‑term Investments of the Trust and the property described in Schedule 6.29 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actionactions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks holders of Notes have agreed to the terms of this §32 Section 23.8 solely based upon the representation and covenant of Borrower Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this §32 Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of BorrowerCompany) shall be null and void and of no force and effect, and Agent the Purchasers and holders of the Banks Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of BorrowerCompany, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent holders of Notes against the Company. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Banks against the Borrower.Trust. Very truly yours, Ramco‑Xxxxxxxxxx Properties, L.P. By: Ramco‑Xxxxxxxxxx Properties Trust Its: General Partner By: Name: Title: Ramco‑Xxxxxxxxxx Properties Trust By: Name: Title: