Common use of Increases of Commitments Clause in Contracts

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco may from time to time request additional Commitments (“Incremental Commitments”), in minimum increments of $5,000,000 (or whole multiples of $1,000,000 in excess of $5,000,000), relating to Loans to be borrowed after the Effective Date but prior to the date that is twelve (12) months after the date of this Agreement (“Incremental Loans”) pursuant to the terms of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco Borrower may from time to time request any one or more Lenders to increase their respective Commitments or request other financial institutions first approved by Administrative Agent to agree to a Commitment, so that the total Commitments may be increased to no more than $600,000,000. Any such Commitment increase must be effected by an amendment that is executed in accordance with SECTION 12.5 by Borrower, Administrative Agent, and the one or more Lenders who have agreed to increase their Commitments or by new Lenders who have agreed to new Commitments in accordance with SECTION 12.5. No Lender is obligated to increase its Commitment under any circumstances, and no Lender's Commitment may be increased except by its execution of an amendment to this Agreement in accordance with SECTION 12.5. Each new Lender providing such additional Commitment shall be a "Lender" hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. In such case, each Lender's Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised total Commitments and the Lender responsible for the additional Commitments (“Incremental Commitments”)the "PURCHASING LENDER") shall, in minimum increments immediately upon receiving notice from Administrative Agent, pay to each Lender an amount equal to its pro rata share of $5,000,000 the Revolving Loans (or whole multiples and any funded participations by Lenders under the Swing Line Subfacility and the LC Subfacility) outstanding as of $1,000,000 in excess of $5,000,000), relating such date. All such payments with respect to the Revolving Loans shall reduce the outstanding principal balance owed to each Lender receiving such payments and shall represent Revolving Loans to Borrower by the purchasing Lender; all such payments with respect to funded participations under the Swing Line Subfacility or LC Subfacility (as the case may be) shall reduce the applicable participation of each Lender receiving such payment and shall represent the purchase by the purchasing Lender of a participation under the Swing Line Subfacility or the LC Subfacility (as the case may be). The purchasing Lender shall be borrowed after entitled to share ratably in interest accruing on the Effective Date but prior to balances purchased, at the date that is twelve (12) months rates provided herein for such balances, from and after the date of this Agreement (“Incremental Loans”) pursuant to the terms purchase. All new Revolving Loans occurring after an increase of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 funded in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, accordance with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental Lender's revised Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:Percentages.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco The Borrower may from time to time request additional that any one or more of the Lenders increase their respective Commitments or request that other Persons that are Eligible Assignees, agree to make a new Commitment; provided that the aggregate amount of such increases and new Commitments may not exceed $500,000,000. Each increased or new Commitment resulting in an increase in the aggregate Commitments shall be effected by a Commitment Increase Agreement (herein so called) substantially in the form of Exhibit D or a Joinder Agreement (herein so called) substantially in the form of Exhibit E, as applicable, executed by the Borrower, the Administrative Agent and the existing Lender that has agreed to increase its Commitment or the new Lender that has agreed to a new Commitment, as the case may be. Notwithstanding the foregoing, no increase in the Commitments (“Incremental Commitments”)or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in minimum increments paragraphs (a) and (b) of $5,000,000 Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (or whole multiples of $1,000,000 B) the Borrower shall be in excess of $5,000,000), relating to Loans to be borrowed after compliance (on a pro forma basis) with the covenants contained in Section 6.10 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date but prior as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. None of the Lenders shall be obligated to increase its Commitment. Promptly following each increase of the aggregate Commitments pursuant to this Section 2.20, the Administrative Agent shall deliver to the Borrower and the Lenders an amended Schedule 2.01 that gives effect to such increase. Concurrently with each increase in the aggregate Commitments pursuant to this Section 2.20, (x) the Borrower shall prepay any Loans outstanding on such date that is twelve (12and pay any amounts required pursuant to Section 2.16) months after to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Lenders effective as of such date, and (y) each Lender’s share of the LC Exposure and Swing Line Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such LC Exposure and Swing Line Exposure (such Applicable Percentage for such Lender to be determined as of the date of this Agreement (“Incremental Loans”each such increase in accordance with its Commitment on such date as a percentage of the aggregate Commitments on such date, after giving effect to each such increase) pursuant without further action by any party. This Section shall supersede any provisions in Section 2.18 or 9.02 to the terms of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:contrary.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco The Borrower may from time to time request additional that any one or more of the Lenders increase their respective Commitments or request that other Persons that are Eligible Assignees, agree to make a new Commitment; provided that the aggregate amount of such increases and new Commitments may not exceed $500,000,000. Each increased or new Commitment resulting in an increase in the aggregate Commitments shall be effected by a Commitment Increase Agreement (herein so called) substantially in the form of Exhibit D or a Joinder Agreement (herein so called) substantially in the form of Exhibit E, as applicable, executed by the Borrower, the Administrative Agent and the existing Lender that has agreed to increase its Commitment or the new Lender that has agreed to a new Commitment, as the case may be. Notwithstanding the foregoing, no increase in the Commitments (“Incremental Commitments”)or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in minimum increments paragraphs (a) and (b) of $5,000,000 Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (or whole multiples of $1,000,000 B) the Borrower shall be in excess of $5,000,000), relating to Loans to be borrowed after compliance (on a pro forma basis) with the covenants contained in Section 6.10 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date but prior as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. None of the Lenders shall be obligated to increase its Commitment. Promptly following each increase of the aggregate Commitments pursuant to this Section 2.20, the Administrative Agent shall deliver to the Borrower and the Lenders an amended Schedule 2.01 that gives effect to such increase. Concurrently with each increase in 36 the aggregate Commitments pursuant to this Section 2.20, (x) the Borrower shall prepay any Loans outstanding on such date that is twelve (12and pay any amounts required pursuant to Section 2.16) months after to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Lenders effective as of such date, and (y) each Lender’s share of the LC Exposure and Swing Line Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such LC Exposure and Swing Line Exposure (such Applicable Percentage for such Lender to be determined as of the date of this Agreement (“Incremental Loans”each such increase in accordance with its Commitment on such date as a percentage of the aggregate Commitments on such date, after giving effect to each such increase) pursuant without further action by any party. This Section shall supersede any provisions in Section 2.18 or 9.02 to the terms of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:contrary.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco Borrower may from time to time request any one or more Lenders to increase their respective Commitments or request other financial institutions first approved by Administrative Agent to agree to a Commitment, so that the total Commitments may be increased to no more than $600,000,000. Any such Commitment increase must be effected by an amendment that is executed in accordance with Section 12.5 by Borrower, Administrative Agent, and the one or more Lenders who have agreed to increase their Commitments or by new Lenders who have agreed to new Commitments in accordance with Section 12.5. No Lender is obligated to increase its Commitment under any circumstances, and no Lender’s Commitment may be increased except by its execution of an amendment to this Agreement in accordance with Section 12.5. Each new Lender providing such additional Commitment shall be a “Lender” hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. In such case, each Lender’s Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised total Commitments and the Lender responsible for the additional Commitments (the “Incremental Commitmentspurchasing Lender”)) shall, in minimum increments immediately upon receiving notice from Administrative Agent, pay to each Lender an amount equal to its pro rata share of $5,000,000 the Revolving Loans (or whole multiples and any funded participations by Lenders under the Swing Line Subfacility and the LC Subfacility) outstanding as of $1,000,000 in excess of $5,000,000), relating such date. All such payments with respect to the Revolving Loans shall reduce the outstanding principal balance owed to each Lender receiving such payments and shall represent Revolving Loans to Borrower by the purchasing Lender; all such payments with respect to funded participations under the Swing Line Subfacility or LC Subfacility (as the case may be) shall reduce the applicable participation of each Lender receiving such payment and shall represent the purchase by the purchasing Lender of a participation under the Swing Line Subfacility or the LC Subfacility (as the case may be). The purchasing Lender shall be borrowed after entitled to share ratably in interest accruing on the Effective Date but prior to balances purchased, at the date that is twelve (12) months rates provided herein for such balances, from and after the date of this Agreement (“Incremental Loans”) pursuant to the terms purchase. All new Revolving Loans occurring after an increase of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 funded in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, accordance with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental Lender’s revised Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:Percentages.

Increases of Commitments. During At any time, the Borrower may request that the Aggregate Commitment be increased; PROVIDED that, without the prior written consent of all of the Lenders, (i) the Aggregate Commitment shall at no time exceed $50,000,000 MINUS the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to SECTION 2.4(A) and (ii) the Borrower shall not make any such request during the six month period commencing on following any reduction in the Effective Date through Aggregate Commitment occurring under SECTION 2.4(A). Such request shall be made in a written notice given to the Agent and including the date that is twelve Lenders by the Borrower not less than twenty (1220) months after Business Days prior to the proposed effective date of this Agreementsuch increase, Kimco may from time to time request additional Commitments which notice (“Incremental Commitments”), a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in minimum increments the Aggregate Commitment and the proposed effective date of $5,000,000 (such increase. On or whole multiples of $1,000,000 in excess of $5,000,000), relating to Loans to be borrowed after the Effective Date but prior to the date that is twelve fifteen (1215) months Business Days after receipt of the date of this Agreement (“Incremental Loans”) pursuant Commitment Increase Notice, each Lender shall submit to the terms of this Section 10.8, provided that Agent a notice indicating the total maximum amount of Incremental Commitments shall be limited to $100,000,000 in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities by which it is willing to increase or obtain its Commitment in connection with such Commitments, as applicable. The form of documentation pursuant to which Commitment Increase Notice (any such Incremental notice to the Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment is made Increase Notice, the Agent and the person providing such Incremental Arranger shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment becomes a Increase Notice. In the event that the Lender hereunder must be acceptable to Kimco Increase Notices are less than the amount requested by the Borrower, the Agent and the Administrative AgentArranger shall assist the Borrower in attempting to identify financial institutions which may have an interest in becoming Lenders under this Agreement. Upon entry Not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Agent of such documentation, Schedule 1.1A hereof any financial institution that shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be automatically amended without consented to by the Agent (which consent shall not be unreasonably withheld). If the Borrower, the Agent and the Arranger shall not have arranged any further action of any party Proposed New Lender(s) to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject commit to the following conditions:shortfall from the Lender Increase Notices, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco Borrower may from time to time request any one or more Lenders to increase their respective Commitments or request other financial institutions first approved by Administrative Agent to agree to a Commitment, so that the total Commitments may be increased to no more than $500,000,000. That increase must be effected by an amendment that is executed in accordance with SECTION 12.5 by Borrower, Administrative Agent, and the one or more Lenders who have agreed to increase their Commitments or by new Lenders who have agreed to new Commitments in accordance with SECTION 12.5. In the event the total Commitments are increased, Borrower shall execute and deliver to each Lender extending such additional Commitment a Revolving Note in the stated amount of its new or increased Commitment. No Lender is obligated to increase its Commitment under any circumstances, and no Lender's Commitment may be increased except by its execution of an amendment to this Agreement in accordance with SECTION 12.5. Each new Lender providing such additional Commitment shall be a "Lender" hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. In such case, each Lender's Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised total Commitments and the Lender responsible for the additional Commitments (“Incremental Commitments”)the "PURCHASING LENDER") shall, in minimum increments immediately upon receiving notice from Administrative Agent, pay to each Lender an amount equal to its pro rata share of $5,000,000 the Revolving Loans (or whole multiples and any funded participations by Lenders under the Swing Line Subfacility and the LC Subfacility) outstanding as of $1,000,000 in excess such date. All such payments with respect to the Revolving Loans shall reduce the outstanding principal balance of $5,000,000), relating to the Revolving Note of each Lender receiving such payments and shall represent Revolving Loans to Borrower under the purchasing Lender's Revolving Note; all such payments with respect to funded participations under the Swing Line Subfacility or LC Subfacility (as the case may be) shall reduce the applicable participation of each Lender receiving such payment and shall represent the purchase by the purchasing Lender of a participation under the Swing Line Subfacility or the LC Subfacility (as the case may be). The purchasing Lender shall be borrowed after entitled to share ratably in interest accruing on the Effective Date but prior to balances purchased, at the date that is twelve (12) months rates provided herein for such balances, from and after the date of this Agreement (“Incremental Loans”) pursuant to the terms purchase. All new Revolving Loans occurring after an increase of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 funded in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, accordance with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental Lender's revised Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:Percentages.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months At any time after the date of this AgreementAvailability Date, Kimco the Borrower may request from time to time that the aggregate amount of the Commitments be increased; provided that, after giving effect to any such increase, (a) the aggregate amount of increases to the Commitments made pursuant to this Section shall at no time exceed $300,000,000, (b) the Borrower shall not be entitled to make any such request additional Commitments more frequently than once in each fiscal quarter, and (“Incremental Commitments”), c) each such request shall be in a minimum amount of at least $25,000,000 and increments of $5,000,000 25,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent by the Borrower not less than fifteen (15) Business Days (or whole multiples such lesser number of $1,000,000 in excess of $5,000,000), relating to Loans to be borrowed after days as the Effective Date but Administrative Agent shall agree) prior to the date that is twelve (12) months after the proposed effective date of this Agreement such increase, which notice (a “Incremental LoansCommitment Increase Notice”) pursuant to shall specify the terms of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 the proposed increase in the aggregate. Each Commitments and the proposed effective date of such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitmentincrease. No Lender shall have any obligation to provide an Incremental Commitmentincrease its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is ten (10) Business Days after receipt of the Commitment Increase Notice, nor each Lender shall submit to the Administrative Agent or a notice indicating the Lead Arrangers have any obligation to locate banks, financial institutions or other entities maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being referred to herein as a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied any increase in its Commitment. The Administrative Agent shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice. The Administrative Agent shall assist and consult with the Borrower in an effort to identify financial institutions which may be interested in becoming parties to the Agreement and not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the total amount of the proposed commitment increases set forth in the Lender Increase Notices together with the total amount of the proposed commitments of any Proposed New Lender(s) does not equal or obtain such exceed the amount of the requested increase of the Commitments set forth in the relevant Commitment Increase Notice, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices and Proposed New Lender notices. The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the aggregate amount of the Commitments, as applicable. The form of documentation pursuant to which any such Incremental Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof amounts shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment effective on the applicable Borrowing Date, following Business Day. Any increase in the aggregate amount of the Commitments shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the aggregate amount of the Commitments, each of the representations and warranties of the Borrower hereunder shall be true and correct in all material respects as if made on and as of such date (unless such representation and warranty specifically related back to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date) and no event shall have occurred and then be continuing which constitutes an Event of Default or Unmatured Event of Default, (B) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the aggregate Commitments shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit E hereto, (C) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (D) the Borrower and the Proposed New Lenders shall otherwise have executed and delivered such other instruments and documents as may be required hereunder or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions:, which market conditions shall have been reasonably documented by the Administrative Agent to the Borrower. Upon satisfaction of the conditions precedent to any increase in the aggregate amount of the Commitments, the Administrative Agent shall promptly advise the Borrowers and each Lender of the effective date of such increase. Upon the effective date of any increase in the aggregate Commitments that is supported by a Proposed New Lender, such Proposed New Lender shall be a party hereto as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date Provided there exists no Default or Event of this AgreementDefault, Kimco Borrower may from time to time request additional any one or more Lenders to increase their respective Commitments (“Incremental Commitments”)or request other financial institutions first approved by Administrative Agent to agree to a Commitment, in minimum increments of $5,000,000 (or whole multiples of $1,000,000 in excess of $5,000,000), relating to Loans to be borrowed after the Effective Date but prior to the date that is twelve (12) months after the date of this Agreement (“Incremental Loans”) pursuant to the terms of this Section 10.8, provided so that the total Commitments may be increased by an amount (for all such requests) not to exceed the sum of Incremental (i) $250,000,000 and (ii) the amount, if any, by which the aggregate Commitments of Lenders on the Closing Date were less than $1,250,000,000. Any such Commitment increase must be effected by an amendment that is executed in accordance with Section 12.5 by Borrower, Administrative Agent, and the one or more Lenders who have agreed to increase their Commitments or by new Lenders who have agreed to new Commitments in accordance with Section 12.5. No Lender is obligated to increase its Commitment under any circumstances, and no Lender’s Commitment may be increased except by its execution of an amendment to this Agreement in accordance with Section 12.5. Each new Lender providing such additional Commitment shall be a “Lender” hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. In such case, each Lender’s Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised total Commitments. Borrower shall prepay any Loans outstanding on the effective date of any Commitment Increase effected hereby (and pay any additional amounts required pursuant to Section 4.5) to the extent necessary to keep the outstanding Revolving Loans (and any funded participations by Lenders under the Swing Line Subfacility and the LC Subfacility) ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.13. Additionally, on the effective date of any Commitment increase, any unfunded participations in any Swing Line Loans or LC shall be adjusted to reflect the revised Commitment Percentages. All new Revolving Loans occurring after an increase of the total Commitments shall be limited to $100,000,000 funded in the aggregate. Each such request shall, at Kimcoaccordance with Lender’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental Commitment, nor shall the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation pursuant to which any such Incremental revised Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent. Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject to the following conditions:Percentages.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco The Borrower may from time to time request additional that any one or more of the Lenders increase their respective Commitments or request that other Persons that are Eligible Assignees, agree to make a new Commitment; provided that the aggregate amount of such increases and new Commitments may not exceed $500,000,000. Each increased or new Commitment resulting in an increase in the aggregate Commitments shall be effected by a Commitment Increase Agreement (herein so called) substantially in the form of Exhibit D or a Joinder Agreement (herein so called) substantially in the form of Exhibit E, as applicable, executed by the Borrower, the Administrative Agent and the existing Lender that has agreed to increase its Commitment or the new Lender that has agreed to a new Commitment, as the case may be. Notwithstanding the foregoing, no increase in the Commitments (“Incremental Commitments”)or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in minimum increments paragraphs (a) and (b) of $5,000,000 Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (or whole multiples of $1,000,000 B) the Borrower shall be in excess of $5,000,000), relating to Loans to be borrowed after compliance (on a pro forma basis) with the covenants contained in Section 6.10 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date but prior as to the date that is twelve (12) months corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. None of the date Lenders shall be obligated to increase its Commitment. Promptly following each increase of this Agreement (“Incremental Loans”) the aggregate Commitments pursuant to the terms of this Section 10.82.20, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 in the aggregate. Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Administrative Agent (shall deliver to the Borrower and the Lenders an amended Schedule 2.01 that gives effect to such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitmentincrease. No Lender shall have any obligation to provide an Incremental Commitment, nor shall Concurrently with each increase in the Administrative Agent or the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing to increase or obtain such Commitments, as applicable. The form of documentation aggregate Commitments pursuant to which this Section 2.20, the Borrower shall prepay any Loans outstanding on such Incremental Commitment is made date (and pay any amounts required pursuant to Section 2.16) to the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable extent necessary to Kimco and keep outstanding Loans ratable with any revised Applicable Percentages of the Administrative Agent. Upon entry Lenders effective as of such documentation, Schedule 1.1A hereof date. This Section shall be automatically amended without supersede any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, provisions in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject Section 2.18 or 9.02 to the following conditions:contrary.

Increases of Commitments. During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco The Borrower may from time to time request additional that any one or more of the Lenders increase their respective Commitments (“Incremental Commitments”)or request that other Persons that are Eligible Assignees, in minimum increments of $5,000,000 (or whole multiples of $1,000,000 in excess of $5,000,000), relating agree to Loans to be borrowed after the Effective Date but prior to the date that is twelve (12) months after the date of this Agreement (“Incremental Loans”) pursuant to the terms of this Section 10.8, make a new Commitment; provided that the total amount of Incremental aggregate Commitments, after giving effect to such increases and such new Commitments, may not exceed $900,000,000. Each increased or new Commitment resulting in an increase in the aggregate Commitments shall be limited to $100,000,000 effected by a Commitment Increase Agreement (herein so called) substantially in the aggregate. Each such request shallform of Exhibit D or a Joinder Agreement (herein so called) substantially in the form of Exhibit E, at Kimco’s discretionas applicable, offer to any Lender executed by the opportunity to provide an Incremental Commitments and/orBorrower, with the consent of the Administrative Agent (such consent not and the existing Lender that has agreed to be unreasonably withheld increase its Commitment or delayed) and Kimco, the new Lender that has agreed to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment. No Lender shall have any obligation to provide an Incremental a new Commitment, nor shall as the case may be. The Borrower agrees to execute and deliver such other documents and instruments as the Administrative Agent or may reasonably request in connection with any increase of the Lead Arrangers have any obligation to locate banks, financial institutions or other entities willing aggregate Commitments. None of the Lenders shall be obligated to increase or obtain such Commitments, as applicableits Commitment. The form Promptly following each increase of documentation the aggregate Commitments pursuant to which any such Incremental Commitment is made this Section 2.20, the Administrative Agent shall deliver to the Borrower and the person providing Lenders an amended Schedule 2.01 that gives effect to such Incremental Commitment becomes a Lender hereunder must be acceptable increase. Concurrently with each increase in the aggregate Commitments pursuant to Kimco this Section 2.20, the Borrower shall prepay any Loans outstanding on such date (and pay any amounts required pursuant to Section 2.16) to the Administrative Agent. Upon entry extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Lenders effective as of such documentation, Schedule 1.1A hereof date. This Section shall be automatically amended without supersede any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation. Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, provisions in an aggregate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, subject Section 2.18 or 9.02 to the following conditions:contrary.