Exhibit 10.8


 


Assumption
Agreement


 


This Assumption Agreement
dated as of October 22, 2021 (this “Assumption Agreement”) is made by Kite Realty Group, L.P., a Delaware
limited partnership (the “Surviving Entity”), in favor of the Noteholders (as defined below), each of which
is a party to that certain Note Purchase Agreement dated as of May 16, 2014 (as amended by that certain Amendment No. 1 to Note
Purchase Agreement, dated as of August 26, 2021 (the “Amendment”), by and among the Company (as defined
below) and the Noteholders party thereto, and as it may be further amended, supplemented or otherwise modified from time to time, the
“Note Agreement”) by and among Retail Properties of America, Inc., a Maryland corporation (the “Company”)
and the Purchasers party thereto, and pursuant to which the Company issued U.S.$100,000,000 aggregate principal amount of its 4.12% Senior
Notes, Series A, due June 30, 2021 (the “Series A Notes”) and U.S.$150,000,000 aggregate principal
amount of its 4.58% Senior Notes, Series B, due June 30, 2024 (the “Series B Notes”). Terms used
herein without definition shall have the meanings assigned to such terms in the Note Purchase Agreement.


 


Witnesseth:


 


Whereas,
the Series A Notes matured and were fully repaid by the Company on June 30, 2021, and are no longer outstanding;


 


Whereas,
in connection with the consummation of the Merger Transaction (as defined in the Amendment), (i) the Company is merging with and
into KRG Oak, LLC, a Maryland limited liability company (the “Merger Sub”) and a wholly-owned direct subsidiary
of Kite Realty Group Trust, a Maryland real estate investment trust (the “Parent”), with the Merger Sub being
the surviving entity and (ii) immediately after such merger the Merger Sub is merging with and into the Surviving Entity, with the
Surviving Entity being the surviving entity, and the Company shall cease to exist as of the date hereof (the “Transaction”).
As a result of the Transaction, the Surviving Entity is assuming all of the rights, duties, liabilities and obligations of the Company,
including, without limitation, all of the rights, duties, liabilities and obligations of the Company under the Note Agreement and the
Series B Notes;


 


Whereas,
the Surviving Entity, as the surviving entity resulting from the Transaction, has received and shall continue to receive direct and indirect
benefits by reason of the investments made by the holders of the Series B Notes (the “Noteholders”) issued
under the Note Agreement (which benefits are hereby acknowledged); and


 


Whereas,
the terms of the Note Agreement require that the Surviving Entity execute and deliver this Assumption Agreement;


 






     


     


    

 


Now
Therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Surviving Entity hereby agrees as follows:


 


1.             Assumption.
The Surviving Entity, as the survivor of the merger of the Company into the Merger Sub and the subsequent merger of the Merger Sub into
the Surviving Entity pursuant to the Transaction, hereby unconditionally and expressly assumes, confirms and agrees to perform and observe
each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, duties and liabilities of the Company
under the Note Agreement (as shall be amended pursuant to the Amendment), the Series B Notes and under any documents, instruments
or agreements executed and delivered or furnished by the Company in connection therewith.


 


2.            Representation
and Warranties. The Surviving Entity hereby accepts and assumes all obligations and liabilities of the Company related to each representation
or warranty made by the Company in the Note Agreement or any other document, instrument or agreement executed and delivered or furnished
in connection therewith. The Surviving Entity further represents, warrants and affirms for the benefit of the Noteholders that each of
such representations and warranties contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 and 5.20 of the Note Agreement is true and correct
with respect to the Surviving Entity on and as of the date hereof and as of the consummation of the Transaction (with any references therein
(i) to the Issuer as a corporation to refer to the Issuer as a limited partnership and (ii) to the execution, delivery or performance
of the Note Agreement and the Series B Notes to refer to the execution, delivery or performance, as applicable, of this Assumption
Agreement). Each such representation and warranty is incorporated by reference herein in its entirety. The Surviving Entity further represents
and warrants that no Default or Event of Default has occurred and is continuing under the Note Agreement.


 


3.            Further
Assurances. At any time and from time to time, upon any Noteholder’s reasonable request and at the sole expense of the Surviving
Entity, the Surviving Entity will promptly execute and deliver any and all further instruments and documents and will take such further
action as such Noteholder may reasonably deem necessary to effect the purposes of this Assumption Agreement.


 


4.            Amendment,
Etc. No amendment or waiver of any provision of this Assumption Agreement shall be effective, unless the same be in writing and executed
in accordance with the provisions of the Note Agreement.


 


5.            Binding
Effect; Assignment. This Assumption Agreement shall be binding upon the Surviving Entity and shall inure to the benefit of the Noteholders
and their respective successors and assigns. Acceptance of this Assumption Agreement by the Noteholders is hereby waived.


 


6.            Governing
Law. This Assumption Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of
the laws of a jurisdiction other than such State.


 


[Signature
Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has caused this Assumption Agreement to be duly executed and delivered by its duly authorized officer on the date first above written.


 


	 	KITE REALTY GROUP, L.P.
	 	 	 
	 	By: Kite Realty Group Trust, its sole general partner
	 	 	 
	 	 	 
	 	By:	/s/ Heath R. Fear






	 	Name:	Heath R. Fear
	 	Title:	Executive Vice President and Chief Financial Officer