Common use of Agreement to Pay; Subordination Clause in Contracts

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank has at law or in equity against Kimco by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco hereby promises to and will forthwith pay, or cause to be paid, to the Bank, in cash the amount of such unpaid Guaranteed Obligation. Upon payment by Kimco of any sums as provided above, all rights of Kimco against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower now or hereafter held by Kimco is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Bank Collateral Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Bank, Collateral Agent in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to or as directed by the Collateral Agent as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower any Loan Party now or hereafter held by Kimco owed to any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If If, at any time that a Default has occurred and is continuing, any amount shall erroneously be paid to Kimco any Guarantor on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such indebtedness of the Borrowerany Loan Party, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Collateral Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Party to pay any Guaranteed ObligationObligation (other than Excluded Swap Obligations) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will 123 1821445.29\C072091\0303228 forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person applicable Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness debt or Lien of the Borrower or any other Loan Party now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Guaranteed ObligationsObligations and the Liens created under the Loan Documents (provided that, payments on such debt may be made at any time when no Event of Default has occurred and is continuing). If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness debt of the BorrowerBorrower or such other Loan Party, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Secured Party has at law or in equity against Kimco each Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement USR or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Secured Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid Guaranteed Obligationinterest and fees on such Obligations. Upon payment by Kimco each Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of Kimco each Guarantor against the Borrower or any other Person USR arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed USR’s Obligations. In addition, any indebtedness of the Borrower USR or any Subsidiary now or hereafter held by Kimco each Guarantor that is required by the Credit Agreement to be subordinated to USR’s Obligations is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed USR’s Obligations. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowerat any time when any Secured Obligation then due and owing has not been paid, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed USR’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank any Lender Party has at law or in equity against Kimco Ultimate Parent by virtue hereof, upon the failure of the Borrower Kimco to pay (after the giving of any required notice and the expiration of any cure period expressly granted to Kimco in the Borrower in this Credit Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco Ultimate Parent hereby promises to and will forthwith pay, or cause to be paid, to the BankAdministrative Agent for the benefit of the Lender Parties, in cash the amount of such unpaid Guaranteed Obligation. Upon payment by Kimco Ultimate Parent of any sums as provided above, all rights of Ultimate Parent against Kimco against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower Kimco now or hereafter held by Kimco Ultimate Parent is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco Ultimate Parent on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the BorrowerKimco, such amount shall be held in trust for the benefit of the Bank Lender Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Agents or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower any Loan Party to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco promptly upon notice from the Agent each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Agents or such other Secured Party as designated thereby in cash or Cash Equivalents the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Agents or any Secured Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower any Loan Party now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowerany Loan Party, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Agents to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Agents or any other Secured Party has at law or in equity against Kimco any Facility Guarantor by virtue hereof, upon the failure of the Borrower any Loan Party to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each of the Facility Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Agents or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Facility Guarantor of any sums to any Agent or any other Secured Party as provided above, all rights of Kimco such Facility Guarantor against the Borrower or any other Person Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed ObligationsObligations (other than contingent indemnity obligations with respect to then unasserted claims). In addition, any indebtedness of the Borrower or any other Loan Party now or hereafter held by Kimco any Facility Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of all of the Guaranteed ObligationsObligations (other than contingent indemnity obligations with respect to then unasserted claims). If any amount shall erroneously be paid to Kimco any Facility Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowerright, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmaturedObligations in accordance with the terms of the Credit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Agent or any other Credit Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon in the failure of the event that Borrower fails to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Guarantied Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco and such failure shall continue beyond any applicable grace or notice and cure period, each of the Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Agent or such other Credit Party as designated thereby in cash the an amount of equal to such unpaid Guaranteed ObligationGuarantied Obligations at the place and in the manner specified in the Credit Agreement or the relevant Loan Document. Upon payment by Kimco any Guarantor of any sums to Agent or any other Credit Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed Guarantied Obligations. In addition, any indebtedness of the Borrower or any other Loan Party now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of all of the Guaranteed Guarantied Obligations, but may be paid in the ordinary course of business or as permitted by Section 7.07 of the Credit Agreement. If any amount shall erroneously be paid to Kimco any Guarantor on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such indebtedness of the Borrowerany Loan Party, such amount shall be held in trust for the benefit of the Bank Credit Parties and shall forthwith be paid to the Bank Agent to be credited against the payment of the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower, the Mexico Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Secured Party as designated thereby in cash same day funds the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person Mexico Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash same day funds of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower or Mexico Borrower now or hereafter held by Kimco any Subsidiary Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or Mexico Borrower, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Bank Collateral Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Collateral Agent or such other Secured Party as designated thereby in cash same day funds the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Collateral Agent or any Secured Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash same day funds of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower any other Loan Party now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowera Loan Party, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Collateral Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums as provided aboveto the Administrative Agent, all rights of Kimco such Guarantor against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower any Loan Party now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations, provided that so long as no Event of Default exists or is continuing, any Loan Party may repay indebtedness of such Loan Party held by any other Loan Party without regard to such subordination. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowerany Loan Party, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, pay to the Bank, Bank in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Bank as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, with respect to any indebtedness of the Borrower now or hereafter held by Kimco is hereby subordinated any Guarantor, after the occurrence and during the continuance of an Event of Default, no payment (whether of principal or interest, and whether before, after or in right connection with any dissolution, winding up, liquidation or reorganization or receivership proceeding or upon an assignment for the benefit of payment to creditors or any other marshalling of the prior payment assets and liabilities of the Borrower) may be made, directly or indirectly, on such indebtedness until all the Obligations have been indefeasibly paid in full in cash of the Guaranteed Obligationscash. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Canadian Collateral Agent or any other Secured Party has at law or in equity against Kimco the Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement Canadian Borrowers or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Canadian Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco the Guarantor of any sums to the Canadian Collateral Agent or any Secured Party as provided above, all rights of Kimco the Guarantor against the Canadian Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower Canadian Borrowers now or hereafter held by Kimco the Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the BorrowerCanadian Borrowers while an Event of Default has occurred and is continuing, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Canadian Collateral Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Secured Party has at law or in equity against Kimco each Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Party to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Secured Obligations then due, together with accrued and unpaid Guaranteed Obligationinterest and fees on such Secured Obligations. Upon payment by Kimco each Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of Kimco each Guarantor against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Secured Obligations. In addition, any indebtedness of the Borrower or any Subsidiary now or hereafter held by Kimco each Guarantor that is required by the Credit Agreement, any other Loan Document, the Existing Notes Indenture and the Existing Notes to be subordinated to the Secured Obligations is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured.Secured

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Guaranteed Party has at law or in equity against Kimco any Guarantor by virtue hereof, each Guarantor hereby agrees that, upon the failure of the Borrower ROC to pay (after the giving any of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation its Obligations when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person ROC arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed ROC’s Obligations. In addition, any indebtedness of the Borrower ROC now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed ObligationsObligations during the existence of an Event of Default. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right right, or (ii) any such indebtedness of the BorrowerROC, such amount shall be held in trust for the CHAR1\1720393v5 benefit of the Bank Guaranteed Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed ROC’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Guaranteed Party has at law or in equity against Kimco any Guarantor by virtue hereof, each Guarantor hereby agrees that, upon the failure of the Borrower ROC to pay (after the giving any of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) any Guaranteed Obligation its Obligations when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person ROC arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed ROC’s Obligations. In addition, any indebtedness of the Borrower ROC now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed ObligationsObligations during the existence of an Event of Default. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right right, or (ii) any such indebtedness of the BorrowerROC, such amount shall be held in trust for the benefit of the Bank Guaranteed Parties and shall forthwith be paid to the Bank Administrative Agent to be credited against the payment of the Guaranteed ROC’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. 8.

Agreement to Pay; Subordination. In furtherance of the ------------------------------- foregoing and not in limitation of any other right that the Bank Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing any Guaranteed Obligation) Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Agent or any Secured Party as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Administrative Agent or any other Secured Party has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Guarantor to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed ObligationObligations. Upon payment by Kimco any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of Kimco such Guarantor against the Borrower or any such other Person Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to until the prior payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness occurrence of the Borrower now or hereafter held by Kimco is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed ObligationsTermination Date. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowerright, such amount shall be held in trust for the benefit of the Bank Secured Parties and shall forthwith be paid to the Bank Administrative Agent (or if the Credit Agreement is no longer in effect and all Loan Document Obligations have been paid in full in cash but the Termination Date has not occurred, then to the remaining Secured Parties as their interests shall appear) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Bank Collateral Agent or any other Obligee has at law or in equity against Kimco any Guarantor by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Document evidencing Obligor to pay any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Bank, Collateral Agent or such other Obligee as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid Guaranteed Obligationinterest and fees on such Obligations. Upon payment by Kimco any Guarantor of any sums to the Collateral Agent or any Obligee as provided above, all rights of Kimco such Guarantor against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower now or hereafter held by Kimco any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to Kimco any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Bank Obligees and shall forthwith be paid to the Bank Collateral Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents.