Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period the Company (on its own behalf or on behalf of any Borrower other Borrower) may request Competitive Bids and the Company (on its own behalf or on behalf of any other Borrower) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposures shall not exceed the total CommitmentsCommitments or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.05, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Commitments of the Consenting Lenders. To request Competitive Bids, the Company (on its own behalf or on behalf of any other Borrower) shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Advance Agent a duly completed Competitive Bid Request in the Applicable Agent form of such request Exhibit A-1 hereto, to be received by telephone or by telecopythe Advance Agent, in the case of a Eurocurrency Borrowing, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one two Business Day Days before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a . A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall not be made within five Business Days after promptly notify the date Company of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedrejection by telecopy. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period any Borrower the Company may request Competitive Bids for Competitive Loans in US Dollars or one or more Designated Foreign Currencies and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided PROVIDED that after giving effect to any Borrowing of Competitive Loans the sum of the total US Tranche Revolving Credit Exposures plus the total and Competitive Loans Loan Exposures at any time shall not exceed the total aggregate amount of the Lenders' US Tranche Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopytelephone, (i) in the case of a Eurocurrency BorrowingCompetitive Borrowing or a Fixed Rate Competitive Borrowing denominated in a Designated Foreign Currency, not later than 11:00 a.m.12:00 noon, Local Time, four Business Days before the date of the proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate BorrowingRevolving Borrowing denominated in US Dollars, not later than 10:00 a.m.12:00 noon, Local Time, one Business Day before the date of the proposed Competitive Borrowing; provided that the Borrowers may submit up to (but not . Not more than) five than three Competitive Bid Requests may be submitted on the same day, but and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, Request unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower Commitment Period, Kimco may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or in an aggregate principal amount outstanding at any Designated Foreign Currency time not to exceed fifty percent (excluding Australian Dollars)50%) of the aggregate Revolving Commitments; provided that after giving effect to any Borrowing of Competitive Loans thereto the sum of the total Revolving Credit Exposures Exposure of all the Lenders plus the total aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments. Competitive Loans shall not be available in any Alternate Currency. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Kimco shall notify the Applicable Administrative Agent of such request by telephone or by telecopy, (x) in the case of a borrowing of Competitive Loans based on a Eurocurrency BorrowingRate, not later than 11:00 a.m., Local Time, 10:30 a.m. (Central time) four (4) Business Days before the date of the proposed Borrowing andborrowing, and (y) in the case of a borrowing of Fixed Rate BorrowingLoans, not later than 10:00 a.m., Local Time10:30 a.m. (Central time), one (1) Business Day before the date of the proposed Borrowingborrowing; provided that the Borrowers Kimco may submit up to (but not more than) five three (3) Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five two (2) Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerKimco. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any for the Borrower, the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposure at any time shall not exceed the total CommitmentsCommitments or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company applicable Borrower (or the applicable Borrowing Company on its behalf, with each Subsidiary Borrower hereby appointing and authorizing the Company to act on its behalf for the purpose of such request) shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (x) in the case of a Eurocurrency BorrowingBorrowing that is to bear interest based on the LIBO Rate, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, and (y) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers applicable Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy fax to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by a Financial Officer of the applicable Borrower, Borrower (or by a Financial Officer of the Company on behalf of the applicable Borrower). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency BorrowingEurodollar Competitive Borrowing denominated in Dollars, not later than 11:00 a.m., Local TimeNew York City time, or in the case of a Eurodollar Competitive Borrowing denominated in an Alternative Currency, not later than 9:30 a.m., New York City time, in each case four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposure shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Payment Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., Local New York City Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Payment Agent of a written Competitive Bid Request in a form approved by the Applicable Payment Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.03:

Competitive Bid Procedure. (a) (i) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that provided, that, after giving effect to any Borrowing such borrowing and the use of Competitive Loans proceeds thereof, (i) the sum Total Domestic Extensions of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsTotal Domestic Commitments then in effect and (ii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive BidsBids under the Domestic Facility, the Company or the applicable relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior to the requested Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopyDate, in the case of a Eurocurrency BorrowingCompetitive Loans, not later than 11:00 a.m., Local Time, four or (B) one Business Days before Day prior to the date of the proposed requested Borrowing andDate, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedLoans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify (1) that it is a request for Competitive Loans under the following information Domestic Facility, (2) the amount (which shall be a minimum of $50 million) and Type of the requested Competitive Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility in compliance with Section 2.02:a single Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposure at any time shall not exceed the total CommitmentsCommitments or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company applicable Borrower (or the applicable Company on its behalf, with each Borrowing Subsidiary hereby appointing and authorizing the Company to act on its behalf for the purpose of such request) shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (a) in the case of a Eurocurrency BorrowingBorrowing that is to bear interest based on the LIBO Rate, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, and (b) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers applicable Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy fax to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by a Financial Officer of the applicable Borrower, Borrower (or by a Financial Officer of the Company on behalf of the applicable Borrower). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Competitive Loans at the discretion of the Lenders that elect to make Competitive Bids in accordance with the procedures set forth herein. In order to request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans shall not exceed the total CommitmentsRevolving Commitments and provided further that if the Maturity Date of the Revolving Loans and Revolving Commitments shall have been extended pursuant to Section 2.09(d), no Competitive Bid Request and no Competitive Loan shall be made hereunder if, after giving effect thereto, the aggregate principal amount of all Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Revolving Commitments that have been extended to a date after the latest maturity of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopyin writing, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not no more than) five than one Competitive Bid Requests Request on the same day, but day and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic written Competitive Bid Request shall be confirmed delivered promptly by hand delivery or telecopy facsimile to the Applicable Administrative Agent of a written Competitive Bid Request and be in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (ai) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Competitive Loans at the discretion of the Lenders that elect to make Competitive Bids in accordance with the procedures set forth herein. In order to request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:: the aggregate amount of the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. Subject only to the provisions of this paragraph (d), the Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided, that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. If any Lender that is the Administrative Agent or an Affiliate of the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided PROVIDED that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided PROVIDED that the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02SECTION 2.2:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during on or after the Availability Period any Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, each Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Standby Credit Exposures plus the total aggregate amount of the Competitive Loans Loan Exposures at any time shall not exceed the total CommitmentsTotal Commitment and the portion of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures attributable to borrowings by Hartford Life shall not exceed $250,000,000. To In order to request Competitive Bids, a Borrower (the Company "Applicable Borrower") shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Administrative Agent a duly completed Competitive Bid Request in the Applicable form of Exhibit A-1 hereto, to be received by the Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency BorrowingCompetitive Loan, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the a proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (y) the date of such Borrowing (which shall be a Business Day) and the proposed Borrowingaggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000; provided that and (z) the Borrowers Interest Period with respect thereto (which may submit up to (but not more than) five Competitive Bid Requests on end after the same day, but Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall not be made within five Business Days after telecopy to the date Lenders a Notice of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy inviting the Lenders to bid, on the Applicable Agent terms and conditions of a written this Agreement, to make Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:Loans.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the 364-Day Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow 364-Day Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)with specified maturities ranging from seven to 360 days; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total 364-Day Revolving Credit Exposures plus the total aggregate principal amount of outstanding 364-Day Competitive Loans at any time shall not exceed the total 364-Day Commitments. Subject to the terms and conditions set forth herein, from time to time during the LTF Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow LTF Competitive Loans with specified maturities ranging from seven to 360 days; provided that the sum of the total LTF Revolving Credit Exposures plus the aggregate principal amount of outstanding LTF Competitive Loans at any time shall not exceed the total LTF Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.2:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any period from and including the Effective Date to but excluding the earlier to occur of the Maturity Date and the termination of the Commitments of all Lenders, the Borrower may request Competitive Bids and may (may, but shall not have any obligation to) , accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided provided, that after giving effect to any Borrowing of Competitive Loans at no time shall the sum of (x) the total Revolving Credit Exposures outstanding aggregate principal amount of all Standby Loans made by all Lenders plus (y) the total outstanding aggregate principal amount of all Competitive Loans shall not made by all Lenders exceed the total CommitmentsTotal Commitment. To In order to request Competitive Bids, the Company Borrower shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Administrative Agent a duly completed Competitive Bid Request in the Applicable form of Exhibit A-1 hereto, to be received by the Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m.10:00 A.M., Local TimeNew York City time, four Business Days before the date of the a proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.A.M., Local TimeNew York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the proposed Borrowing; provided that aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Borrowers Interest Period(s) with respect thereto (which may submit up to (but not more than) five Competitive Bid Requests on end after the same day, but Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall not be made within five Business Days after invite by telecopier (in the date form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of any previous this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, (i) from time to time following the initial Borrowing Date of Revolving Loans and during the Availability 364-Day Revolving Commitment Period any Borrower the Parent may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans the sum of the total aggregate principal amount of outstanding 364-Day Revolving Credit Exposures Loans plus the total aggregate principal amount of outstanding 364-Day Competitive Loans at any time shall not exceed the total 364-Day Total Revolving Commitments, and (ii) from time to time following the initial Borrowing Date of Revolving Loans and during the Five-Year Revolving Commitment Period the Parent may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans in Dollars; provided that the sum of the aggregate principal amount of outstanding Five-Year Revolving Loans plus the aggregate principal amount of outstanding Five-Year Competitive Loans at any time shall not exceed the Five-Year Total Revolving Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Parent shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Parent may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerParent. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.04:

Competitive Bid Procedure. (a) (i) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that that, after giving effect to any Borrowing such borrowing and the use of Competitive Loans proceeds thereof, (i) prior to the sum Collateral Release Date, the Dollar Equivalent of the total Revolving Credit Exposures plus the total Competitive Loans Outstanding Amount of Covered Debt shall not exceed the total CommitmentsBorrowing Base at such time, (ii) the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, (iii) the Total Consolidated GMF Exposure shall not exceed $4 billion and (iv) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive BidsBids under the Domestic Facility, the Company or the applicable relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior to the requested Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopyDate, in the case of a Eurocurrency BorrowingCompetitive Loans, not later than 11:00 a.m., Local Time, four or (B) one Business Days before Day prior to the date of the proposed requested Borrowing andDate, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedLoans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify (1) that it is a request for Competitive Loans under the following information Domestic Facility, (2) the amount (which shall be a minimum of $50 million) and Type of the requested Competitive Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility 42 509265-1725-11432-13209999 in compliance with Section 2.02:a single Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period the Company (on its own behalf or on behalf of any Borrower other Borrower) may request Competitive Bids and the Company (on its own behalf or on behalf of any other Borrower) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposures shall not exceed the total CommitmentsRevolving Commitments and (ii) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.05, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Revolving Commitments of the Consenting Lenders. To request Competitive Bids, the Company (on its own behalf or on behalf of any other Borrower) shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Advance Agent a duly completed Competitive Bid Request in the Applicable Agent form of such request Exhibit A-1 hereto, to be received by telephone or by telecopythe Advance Agent, in the case of a Eurocurrency Borrowing, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one two Business Day Days before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a . A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall not be made within five Business Days after promptly notify the date Company of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedrejection by telecopy. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments; provided, further that in the event the Maturity Date shall have been extended as provided in Section 2.08(d), the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the aggregate principal amount of outstanding Competitive Loans maturing after such Existing Maturity Date shall not at any time exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Competitive Loans at the discretion of the Lenders that elect to make Competitive Bids in accordance with the procedures set forth herein. In order to request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Competitive Loans at the discretion of the Lenders that elect to make Competitive Bids in accordance with the procedures set forth herein. In order to request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy facsimile to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) (i) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that that, after giving effect to any Borrowing such borrowing and the use of Competitive Loans proceeds thereof, (i) prior to the sum Collateral Release Date, the Dollar Equivalent of the total Revolving Credit Exposures plus the total Competitive Loans Outstanding Amount of Covered Debt shall not exceed the total CommitmentsBorrowing Base at such time, (ii) the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect and (iii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive BidsBids under the Domestic Facility, the Company or the applicable relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior to the requested Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopyDate, in the case of a Eurocurrency BorrowingCompetitive Loans, not later than 11:00 a.m., Local Time, four or (B) one Business Days before Day prior to the date of the proposed requested Borrowing andDate, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedLoans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify (1) that it is a request for Competitive Loans under the following information Domestic Facility, (2) the amount (which shall be a minimum of $50 million) and Type of the requested Competitive Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may request offers to make Competitive Loans under the Domestic Facility for more 509265-1725-08888-13316466 43 than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility in compliance with Section 2.02:a single Competitive Bid Request.

Competitive Bid Procedure. (a) a Subject to the terms and conditions set forth herein, from time to time during the Availability Revolving Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposures at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit jointly up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:: (i the aggregate amount of the requested Borrowing; (ii the date of such Borrowing, which shall be a Business Day;

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Total Extensions of Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency BorrowingCompetitive Borrowing of EurodollarTerm Benchmark Loans, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Competitive Borrowing and, in the case of a Competitive Borrowing of Fixed Rate BorrowingLoans, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Competitive Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form reasonably approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information:

Competitive Bid Procedure. (a) Subject to the terms ------------------------- and conditions set forth herein, from time to time during the Availability Period any for a Borrower, such Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total -------- aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the -------- Borrowers may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period the Company (on its own behalf or on behalf of any Borrower other Borrower) may request Competitive Bids and the Company (on its own behalf or on behalf of any other Borrower) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposures shall not exceed the total CommitmentsRevolving Commitments or (ii) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.05, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Revolving Commitments of the Consenting Lenders. To request Competitive Bids, the Company (on its own behalf or on behalf of any other Borrower) shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Advance Agent a duly completed Competitive Bid Request in the Applicable Agent form of such request Exhibit A-1 hereto, to be received by telephone or by telecopythe Advance Agent, in the case of a Eurocurrency Borrowing, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one two Business Day Days before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a . A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall not be made within five Business Days after promptly notify the date Company of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedrejection by telecopy. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms ------------------------- and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided -------- that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers -------- Borrower may submit up to (but not more than) five 3 Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids Bids, and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans Loans, denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Currency; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total aggregate Revolving Credit Exposures plus and the total aggregate Competitive Loans Loan Exposures shall not exceed the total aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, Request unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company Borrower Agent on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any either Borrower or both Borrowers may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary relevant Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable relevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (ai) Subject to the terms and conditions set forth herein, from time to time during the Class A Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing the borrowing of such Competitive Loans and any other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements (i) the sum of the total Class A Revolving Credit Exposures plus the aggregate principal amount of outstanding Class A Competitive Loans shall not exceed the total Class A Revolving Commitments and (ii) the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, and (b) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the Dollar Amount of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total CommitmentsCommitments and (ii) the sum of the Dollar Amount of the total Revolving Credit Exposures with respect to Revolving Loans made to the Subsidiary Borrowers plus the aggregate principal amount of outstanding Competitive Loans made to the Subsidiary Borrowers at any time shall not exceed $25,000,000. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total CommitmentsCommitments and (ii) the sum of (A) the aggregate principal amount of the Competitive Loans maturing after any Maturity Date and (B) the amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date shall not exceed the aggregate Commitments that have been extended to a date after the maturity of the last of such Competitive Loans and the expiration date of the last of such Letters of Credit. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopy, (x) in the case of a Eurocurrency BorrowingEurodollar Borrowing to be made in dollars, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing andBorrowing, (y) in the case of a Fixed Rate BorrowingBorrowing to be made in dollars, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing and (z) in the case of a Competitive Borrowing to be made in an Alternate Currency in accordance with subsection (g) of this Section, not later than 10:00 a.m., New York City time, six Business Days before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposure at any time shall not exceed the total Commitments. To request Competitive Bids, the Company applicable Borrower (or the applicable Company on its behalf, with each Borrowing Subsidiary hereby appointing and authorizing the Company to act on its behalf for the purpose of such request) shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (a) in the case of a Eurocurrency BorrowingBorrowing that is to bear interest based on the LIBO Rate, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, and (b) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers applicable Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery delivery, fax or telecopy email to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by a Financial Officer of the applicable Borrower, Borrower (or by a Financial Officer of the Company on behalf of the applicable Borrower). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposure at any time shall not exceed the total CommitmentsCommitments or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09, the sum of the Revolving Credit Exposures expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Commitments that have been extended to a date after such Existing Maturity Date. To request Competitive Bids, the Company applicable Borrower (or the applicable Company on its behalf, with each Borrowing Subsidiary hereby appointing and authorizing the Company to act on its behalf for the purpose of such request) shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (a) in the case of a Eurocurrency BorrowingBorrowing that is to bear interest based on the LIBO Rate, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, and (b) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers applicable Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery delivery, fax or telecopy email to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by a Financial Officer of the applicable Borrower, Borrower (or by a Financial Officer of the Company on behalf of the applicable Borrower). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Domestic Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Domestic Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Domestic Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request 18 24 shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Domestic Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any so long as the Borrower maintains at least two (2) Investment Grade Debt Ratings (one (1) of which must be from Mxxxx’x or S&P) the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Revolver Commitments and (ii) after giving effect to the borrowing of such Competitive Loans, the aggregate principal amount of the outstanding Competitive Loans shall not exceed 50% of the total Revolver Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five two (2) Competitive Bid Requests on the same dayin any thirty (30) day period, but a and provided further that each Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all may solicit Competitive Bids received in response thereto rejectedfor up to three different Interest Periods. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a the form approved by the Applicable Agent of Exhibit 2.4(a) and signed by the applicable Borrower, or . Each such Competitive Bid Request shall be accompanied by the Company on behalf of the applicable Borrowerofficer’s certificate required by SECTION 6.1(j). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02SECTION 2.2:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Aggregate Revolving Credit Exposures Exposure plus the total aggregate principal amount of outstanding Competitive Loans shall not exceed the total CommitmentsAggregate Revolving Commitment and provided further that if the Maturity Date of the Revolving Loans and Revolving Commitments shall have been extended pursuant to Section 2.09(d), no Competitive Bid Request and no Competitive Loan shall be made hereunder if, after giving effect thereto, the aggregate principal amount of all Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Revolving Commitments that have been extended to a date after the latest maturity of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopyin writing, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not no more than) five than one Competitive Bid Requests Request on the same day, but day and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic written Competitive Bid Request shall be confirmed delivered promptly by hand delivery or telecopy facsimile to the Applicable Administrative Agent of a written Competitive Bid Request and be in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars Dollars, Sterling, Euro, Canadian Dollars, Yen or any other Designated Foreign Currency (excluding Australian Dollars)Currency; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsCommitments and (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09(f), the sum of the aggregate LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date shall not exceed the total Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Administrative Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing or a CDOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower Commitment Period, Kimco may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or in an aggregate principal amount outstanding at any Designated Foreign Currency time not to exceed fifty percent (excluding Australian Dollars)50%) of the aggregate Revolving Commitments; provided that after giving effect to any Borrowing of Competitive Loans thereto the sum of the total Revolving Credit Exposures Exposure of all the Lenders plus the total aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments. Competitive Loans shall not be available in any Alternate Currency. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Kimco shall notify the Applicable Administrative Agent of such request by telephone or by telecopy, (x) in the case of a borrowing of Competitive Loans based on a Eurocurrency BorrowingRate, not later than 11:00 a.m., Local TimeNew York City time, four (4) Business Days before the date of the proposed Borrowing andborrowing, and (y) in the case of a borrowing of Fixed Rate BorrowingLoans, not later than 10:00 a.m., Local TimeNew York City time, one (1) Business Day before the date of the proposed Borrowingborrowing; provided that the Borrowers Kimco may submit up to (but not more than) five three (3) Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five two (2) Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerKimco. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:information: 190

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing the Total Outstandings plus the aggregate principal amount of outstanding Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans at any time shall not exceed the total Aggregate Commitments. Each Competitive Borrowing shall be comprised entirely of Offshore Rate Loans or Fixed Rate Loans as the Borrower may request in accordance herewith. Each Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency an Offshore Rate Borrowing, not later than 11:00 a.m., Local Time, a.m. four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, Borrowing not later than 10:00 a.m., Local Time, a.m. one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a the form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Exhibit H. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information:

Competitive Bid Procedure. (a) (i) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that that, after giving effect to any Borrowing such borrowing and the use of Competitive Loans proceeds thereof, (i) the sum Total Domestic Extensions of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsTotal Domestic Commitments then in effect, (ii) the Total Consolidated GMF Exposure shall not exceed $3 billion and (iii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive BidsBids under the Domestic Facility, the Company or the applicable relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior to the requested Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopyDate, in the case of a Eurocurrency BorrowingCompetitive Loans, not later than 11:00 a.m., Local Time, four or (B) one Business Days before Day prior to the date of the proposed requested Borrowing andDate, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedLoans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify (1) that it is a request for Competitive Loans under the following information Domestic Facility, (2) the amount (which shall be a minimum of $50 million) and Type of the requested Competitive Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility in compliance with Section 2.02:a single Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans plus the total Competitive Loans LC Exposure at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans Loans, in each case denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Currency; provided PROVIDED that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus and the total Competitive Loans Loan Exposures shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided PROVIDED that the Borrowers may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable relevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsCommitments and (ii) in the event the Maturity Date shall have been extended as provided in Section 2.11(e), the sum of the aggregate LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date shall not exceed the total Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars Dollars, Sterling, Euro, Canadian Dollars, Yen or any other Designated Foreign Currency (excluding Australian Dollars)Currency; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsCommitments and (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09(e), the sum of the total LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the total Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date shall not exceed the total Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Administrative Agent of such request by telephone or by telecopyfacsimile, in the case of a Eurocurrency Borrowing or a CDOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy facsimile to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during on or after the Availability Period Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided PROVIDED that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Standby Credit Exposures plus the total aggregate amount of the Competitive Loans Loan Exposures at any time shall not exceed the total CommitmentsTotal Commitment. To In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the Company or Administrative Agent a duly completed Competitive Bid Request in the applicable Borrowing Subsidiary shall notify form of Exhibit I-1 hereto, to be received by the Applicable Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the a proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit I-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (v) the Borrower submitting such Competitive Bid Request, (w) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (x) the date of such Borrowing (which shall be a Business Day) and the proposed Borrowing; provided that aggregate principal amount thereof, which shall be in a minimum principal amount of $15,000,000 and in an integral multiple of $1,000,000, (y) the Borrowers maturity date of such Borrowing (which may submit up to not be after the Maturity Date) and (but z) the Interest Period with respect thereto (which may not more than) five Competitive Bid Requests on end after the same day, but Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall not be made within five Business Days after the date telecopy to each Lender a Notice of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy inviting the Lender to bid, on the Applicable Agent terms and conditions of a written this Agreement, to make Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:Loans.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period any Borrower the Company may request Competitive Bids for Competitive Loans in US Dollars or one or more Designated Foreign Currencies and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total US Tranche Revolving Credit Exposures plus the total and Competitive Loans Loan Exposures at any time shall not exceed the total aggregate amount of the Lenders' US Tranche Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopytelephone, (i) in the case of a Eurocurrency BorrowingCompetitive Borrowing or a Fixed Rate Competitive Borrowing denominated in a Designated Foreign Currency, not later than 11:00 a.m.12:00 noon, Local Time, four Business Days before the date of the proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate BorrowingRevolving Borrowing denominated in US Dollars, not later than 10:00 a.m.12:00 noon, Local Time, one Business Day before the date of the proposed Competitive Borrowing; provided that the Borrowers may submit up to (but not . Not more than) five than three Competitive Bid Requests may be submitted on the same day, but and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, Request unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposures at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local TimeNew York City time (or, if such request relates to a Borrowing in an Eligible Currency and is delivered or telecopied to the Administrative Agent in London, not later than 10:00 a.m., London time), four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit jointly up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures, Competitive Loan Exposures plus the total Competitive Loans and Special Loan Exposures at any time shall not exceed the total aggregate amount of the Lenders' Facility Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Agent of such request by telephone or by telecopytelephone, (i) in the case of a Eurocurrency BorrowingCompetitive Borrowing denominated in dollars, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Competitive Borrowing, (ii) in the case of a Eurocurrency Competitive Borrowing anddenominated in a Foreign Currency, not later than 11:00 a.m., London time, four Business Days before the date of the proposed Competitive Borrowing, (iii) in the case of a Fixed Rate BorrowingBorrowing denominated in dollars, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Competitive Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in a Foreign Currency, not later than 10:00 a.m., London time, four Business Days before the date of the proposed Competitive Borrowing; provided that the Borrowers may submit jointly up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments and (ii) during the Certain Funds Period, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans plus the Certain Funds Committed Amount shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 11:00 a.m., Local TimeNew York City time, or in the case of a Eurocurrency Borrowing denominated in an Alternative Currency, not later than 9:30 a.m., New York City time, in each case four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. For the purposes of determining the aggregate principal amount of outstanding Competitive Loans as aforesaid on the date of any Borrowing of Competitive Loans, each Loan of such Lender that is outstanding in an Alternate Currency shall be equivalent to a Loan in a principal amount equal to the U.S. Dollar Equivalent of such Loan determined as of the date of such Borrowing. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (i) in the case of a Eurocurrency BorrowingBorrowing denominated in any Currency or a Fixed Rate Borrowing denominated in an Alternate Currency, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, and (ii) in the case of a Fixed Rate BorrowingBorrowing denominated in U.S. Dollars, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that (x) the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected, and (y) there shall not at any time be more than a total of 15 Eurocurrency Borrowings outstanding (for which purpose, Eurocurrency Borrowings of different Classes and denominated in different Currencies shall be deemed to be different Borrowings). Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 11:30 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 11:30 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower [Credit Agreement [Three Year]] may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability period from and including the Effective Date to but excluding the earlier to occur of the Revolving Period any Maturity Date and the termination of the Commitments of all Lenders, the Borrower may request Competitive Bids and may (may, but shall not have any obligation to) , accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided provided, that after giving effect to any Borrowing of Competitive Loans at no time shall the sum of (x) the total Revolving Credit Exposures outstanding aggregate principal amount of all Standby Loans made by all Lenders plus (y) the total outstanding aggregate principal amount of all Competitive Loans shall not made by all Lenders exceed the total CommitmentsTotal Commitment. To In order to request Competitive Bids, the Company Borrower shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Administrative Agent a duly completed Competitive Bid Request in the Applicable form of Exhibit A-1 hereto, to be received by the Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m.10:00 A.M., Local TimeNew York City time, four Business Days before the date of the a proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.A.M., Local TimeNew York City time, one Business Day before the date of the a proposed Competitive Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day. No ABR Loan shall be requested in, but or made pursuant to, a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic A Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy that does not conform substantially to the Applicable format of Exhibit A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:rejection by

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any period from and including the Effective Date to but excluding the earlier to occur of the Maturity Date and the termination of the Commitments of all Lenders, the Borrower may request Competitive Bids and may (may, but shall not have any obligation to) , accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided provided, that after giving effect to any Borrowing of Competitive Loans Borrowing, the sum of the total Revolving Credit Exposures plus the total Competitive Loans Total Outstandings shall not exceed the total CommitmentsTotal Commitment. To In order to request Competitive Bids, the Company Borrower shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Administrative Agent a duly completed Competitive Bid Request in the Applicable form of Exhibit A-1 hereto, to be received by the Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m., Local Time, 10:00 A.M. four Business Days before the date of the a proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, A.M. one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the proposed Borrowing; provided that aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Borrowers Interest Period(s) with respect thereto (which may submit up to (but not more than) five Competitive Bid Requests on end after the same day, but Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall not be made within five Business Days after invite by telecopier (in the date form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of any previous this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars Dollars, Sterling, Euro, Canadian Dollars, Yen or any other Designated Foreign Currency (excluding Australian Dollars)Currency; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsCommitments and (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09(f), the sum of the aggregate LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date shall not exceed the total Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Administrative Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Domestic Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Domestic Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Domestic Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Domestic Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:: the aggregate amount of the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term "Interest Period"; and the location and number of the Domestic Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If the Domestic Borrower makes two or three telephonic Competitive Bid Requests on any day, it may, for convenience confirm such Requests in one combined written Competitive Bid Request (rather than separate written Competitive Bid Requests) so long as such combined Competitive Bid Request is in a form approved by the Administrative Agent, is signed by the Domestic Borrower and includes the information described in clauses (i) through (v) above for each Borrowing of Competitive Loans requested in such composite Request. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Domestic Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall so notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $2,000,000 and an integral multiple of $500,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Domestic Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. The Administrative Agent shall promptly notify the Domestic Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. Subject only to the provisions of this paragraph, the Domestic Borrower may accept or reject any Competitive Bid. The Domestic Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of the Domestic Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Domestic Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Domestic Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Domestic Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Domestic Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $2,000,000 and an integral multiple of $500,000; provided further that if a Competitive Loan must be in an amount less than $2,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $500,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $500,000 in a manner determined by the Domestic Borrower. A notice given by the Domestic Borrower pursuant to this paragraph shall be irrevocable. The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Domestic Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Revolving Commitment Period in respect of any Borrower Class of Domestic Revolving Commitments the Company may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated of the applicable Class in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that that, after giving effect to any such borrowing and the use of proceeds thereof, (i) the Outstanding Amount of Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans Base Debt shall not exceed the total CommitmentsBorrowing Base at such time, (ii) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (iii) on and after December 3, 2009, (A) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (B) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments at such time. To request Competitive Bids, the Company shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior to the applicable requested Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopyDate, in the case of a Eurocurrency BorrowingCompetitive Loans, not later than 11:00 a.m., Local Time, four or (B) one Business Days before Day prior to the date of the proposed requested Borrowing andDate, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedLoans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify (1) the following information amount (which shall be a minimum of $50,000,000) and Type and Class of the requested Competitive Loans, (2) the requested Borrowing Date and (3) the requested Interest Period applicable thereto; provided that the Company may request offers to make Competitive Loans for more than one Interest Period or for multiple Types and Classes of Competitive Loans in compliance with Section 2.02:a single Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or an aggregate principal amount outstanding at any Designated Foreign Currency time not to exceed fifty percent (excluding Australian Dollars)50%) of the aggregate Commitments; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Aggregate Outstanding Revolving Extensions of Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowingborrowing of Competitive Loans based on a Eurodollar Rate, not later than 11:00 a.m., Local TimeNew York City time, four (4) Business Days before the date of the proposed Borrowing borrowing and, in the case of a borrowing of Fixed Rate BorrowingLoans, not later than 10:00 a.m., Local TimeNew York City time, one (1) Business Day before the date of the proposed Borrowingborrowing; provided that the Borrowers Borrower may submit up to (but not more than) five three (3) Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five (5) Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information:

Competitive Bid Procedure. (a) Subject to the terms ------------------------- and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided -------- that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five 3 -------- Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the Dollar Amount of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total CommitmentsCommitments and (ii) the sum of the Dollar Amount of the total Revolving Credit Exposures with respect to Revolving Loans made to the Subsidiary Borrowers plus the aggregate principal amount of outstanding Competitive Loans made to the Subsidiary Borrowers at any time shall not exceed $50,000,000. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during on or after the Availability Period any Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, each Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that that, notwithstanding anything to the contrary contained in this Agreement, in no event may Competitive Loans be borrowed if, after giving effect thereto (and to any Borrowing concurrent repayment or prepayment of Competitive Loans Loans), (i) the sum of the total Revolving aggregate Standby Credit Exposures plus and the total aggregate Competitive Loans shall not Loan Exposures would exceed the total CommitmentsTotal Commitment then in effect or (ii) the portion of the aggregate Standby Credit Exposures (excluding LC Exposures) and the aggregate Competitive Loan Exposures attributable to Borrowings by Hartford Life would exceed $250,000,000. To In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the Company or Administrative Agent a duly completed Competitive Bid Request in the applicable Borrowing Subsidiary shall notify form of Exhibit A-1 hereto, to be received by the Applicable Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency BorrowingCompetitive Loan, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the a proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., Local TimeNew York City time, one Business Day before a proposed Competitive Borrowing. No Base Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 hereto may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the proposed Borrowing; provided that aggregate principal amount thereof, which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Borrowers Interest Period with respect thereto (which may submit up to (but not more than) five Competitive Bid Requests on end after the same day, but Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall not be made within five Business Days after telecopy to the date Lenders a Notice of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy inviting the Lenders to bid, on the Applicable Agent terms and conditions of a written this Agreement, to make Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:Loans.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth hereinherein (including, with respect to TRKK, those set forth in Section 2.01(a)(ii)), from time to time during the Facility A Availability Period any a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided PROVIDED that after giving effect to any Borrowing of Competitive Loans the sum of the total Facility A Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Facility A Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m.1:30 p.m., Local TimeNew York time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.1:30 p.m., Local TimeNew York time, one Business Day before the date of the proposed Borrowing; provided PROVIDED that the Borrowers a Borrower may submit up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period any Borrower the Company may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Alternative Currency; provided that (i) after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures Exposure plus the total Competitive Loans and Special Loans shall not exceed the total CommitmentsRevolving Commitments and (ii) the aggregate Competitive Loan Exposure shall not exceed $15,000,000. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Administrative Agent of such request by telephone or by telecopyfax, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Company may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy fax to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans Loan Exposures at any time shall not exceed the total Facility Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Agent of such request by telephone or by telecopytelephone, (i) in the case of a Eurocurrency BorrowingBorrowing denominated in dollars, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing anddenominated in an Eligible Currency, not later than 10:00 a.m., London time, four Business Days before the date of the proposed Borrowing, (iii) in the case of a Fixed Rate BorrowingBorrowing denominated in dollars, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in an Eligible Currency, not later than 10:00 a.m., London time, four Business Days before the date of the proposed Borrowing; provided that the Borrowers may submit jointly up to (but not more than) five three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during prior to the Availability Period any termination of the Revolving Credit Commitments the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or in any Designated Foreign Currency (excluding Australian Dollars)Currency; provided that that, immediately after giving effect to any Borrowing Competitive Loan Borrowing, (i) the aggregate Dollar Equivalent of the principal amount of all outstanding Competitive Loans shall not exceed an amount equal to 50% of the Revolving Credit Facility and (ii) the sum of the total Total Revolving Credit Exposures Outstandings plus the total aggregate Dollar Equivalent of the principal amount of outstanding Competitive Loans shall not exceed the total CommitmentsRevolving Credit Facility. To In order to request Competitive Bids, the Company or Borrower shall deliver to the applicable Borrowing Subsidiary shall notify Administrative Agent a duly completed Competitive Bid Request substantially in the Applicable form of Exhibit C-1, to be received by the Administrative Agent of such request by telephone or by telecopy, (i) in the case of a Eurocurrency BorrowingRate Competitive Loan in Dollars, not later than 11:00 a.m., Local Time, 10:00 a.m. four Business Days before a proposed Competitive Loan, (ii) in the case of a Eurocurrency Rate Competitive Loan in a Foreign Currency, not later than 10:00 a.m., London time, five Business Days before a proposed Competitive Loan, (iii) in the case of a Fixed Rate Loan in Dollars, not later than 10:00 a.m. two Business Days before a proposed Competitive Loan and (iv) in the case of a Fixed Rate Loan in a Foreign Currency, not later than 10:00 a.m., London time, five Business Days before a proposed Competitive Loan. A Competitive Bid Request that does not conform substantially to the format of Exhibit C-1 may be rejected in the Administrative Agent’s discretion (exercised in good faith), and the Administrative Agent shall promptly notify the Borrower of such rejection by telephone, confirmed in writing. A Competitive Bid Request shall in each case refer to this Agreement and specify (u) whether the Competitive Loan then being requested is to be a Eurocurrency Rate Competitive Loan or a Fixed Rate Loan; (v) the currency in which such Competitive Loan is to be denominated; (w) the date on which such Competitive Loan is to be made (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 (or in the proposed Borrowing case of any Foreign Currency, an approximate equivalent thereof as determined by the Administrative Agent) and, in the case of a Fixed Rate Competitive Bid for a Competitive Loan in Dollars, in an integral multiple of $1,000,000; (x) the maturity date of such Borrowing, which date shall not later be less than 10:00 a.m., Local Time, one Business Day before seven days or more than 270 days after the date of the proposed such Borrowing; provided that (y) the Borrowers may submit up Interest Period with respect thereto; and (z) the location and number of the Borrower’s account to (but not more than) five Competitive Bid Requests on the same day, but which funds are to be disbursed. Promptly after its receipt of a Competitive Bid Request shall that is not be made within five Business Days after rejected as aforesaid (and in any event by 5:00 p.m. on the date of any previous such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier or, subject to Section 10.02(b), electronic communication (substantially in the form set forth in Exhibit C-2) the Revolving Credit Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Company (on its own behalf or on behalf of any Borrower other Borrower) may request Competitive Bids and the Company (on its own behalf or on behalf of any other Borrower) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing no Competitive Loan may be requested that would result in (a) the sum of the total U.S. Revolving Credit Exposures plus the total Competitive Loans Loan Exposures exceeding the total U.S. Commitments and (b) the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed Loan Exposures exceeding the total Commitments. To request Competitive Bids, the Company (on its own behalf or on behalf of any other Borrower) shall hand deliver or telecopy to the applicable Borrowing Subsidiary shall notify Advance Agent a duly completed Competitive Bid Request in the Applicable Agent form of such request Exhibit A-1 hereto, to be received by telephone or by telecopythe Advance Agent, in the case of a Eurocurrency Borrowing, not later than 11:00 10:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one two Business Day Days before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a . A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent's sole discretion, and the Advance Agent shall not be made within five Business Days after promptly notify the date Company of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedrejection by telecopy. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.2:

Competitive Bid Procedure. (a) (i) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that that, after giving effect to any Borrowing such borrowing and the use of Competitive Loans proceeds thereof, (i) prior to the sum Collateral Release Date, the Dollar Equivalent of the total Revolving Credit Exposures plus the total Competitive Loans Outstanding Amount of Covered Debt shall not exceed the total CommitmentsBorrowing Base at such time, (ii) the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, (iii) the Total Consolidated GMF Exposure shall not exceed $4 billion and (iv) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive BidsBids under the Domestic Facility, the Company or the applicable relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a Competitive Bid Request not later than 12:00 Noon New York City time (A) four Business Days prior to the requested Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopyDate, in the case of a Eurocurrency BorrowingCompetitive Loans, not later than 11:00 a.m., Local Time, four or (B) one Business Days before Day prior to the date of the proposed requested Borrowing andDate, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejectedLoans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify (1) that it is a request for Competitive Loans under the following information Domestic Facility, (2) the amount (which shall be a minimum of $50 million) and Type of the requested Competitive Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility in compliance with Section 2.02:a single Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any either Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total CommitmentsCommitments and (ii) the sum of the total Revolving Credit Exposures with respect to Revolving Loans made to the Subsidiary Borrower plus the aggregate principal amount of outstanding Competitive Loans made to the Subsidiary Borrower at any time shall not exceed $25,000,000. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower the Company may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments, (ii) with respect to the Company and the Domestic Subsidiary Borrowers, the sum of the Revolving Credit Exposures attributable to such Borrowers plus the aggregate principal amount of outstanding Competitive Loans at any time made to such Borrowers shall not exceed the Domestic Available Amount, and (iii) with respect to the Foreign Subsidiary Borrowers, the sum of the Revolving Credit Exposures attributable to such Borrowers plus the aggregate principal amount of outstanding Competitive Loans at any time made to such Borrowers shall not exceed the Foreign Available Amount. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Administrative Agent of such request by telephone hand delivery or telecopy of a competitive Borrowing Request or by telecopytelephone, in the case of (w) a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing, (x) a Sterling LIBOR Borrowing andor a EURIBOR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of the proposed Borrowing and (y) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, as applicable, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Company may submit up to (but not more than) five four Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days Days, after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans denominated in dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Committed Exposures of any Class plus the total Competitive Loans Exposures of such Class at any time shall not exceed the total CommitmentsCommitments of such Class, (ii) the sum of the total Tranche A Revolving Exposures plus the total Tranche A Revolving Competitive Exposures shall not exceed the Tranche A Acquisition Funding Cap, and (iii) the Borrower may request Bridge Competitive Loans solely to repay Bridge Loans and Bridge Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five than one Competitive Bid Requests Request for each Class of Loan on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request substantially in a the form approved by the Applicable Agent of Exhibit I and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:the

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any period commencing on the Restatement Effective Date and ending on the date immediately prior to the Facility Termination Date the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to the Aggregate Outstanding Credit Exposure at any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans time shall not exceed the total CommitmentsAggregate Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency BorrowingEurodollar Advance, not later than 11:00 a.m., Local TimeNew York time, four Business Days before the date of the proposed Borrowing Advance and, in the case of a Fixed Rate BorrowingAdvance, not later than 10:00 a.m., Local TimeNew York time, one Business Day before the date of the proposed BorrowingAdvance; provided that the Borrowers Borrower may submit up to (but not more than) five two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures Exposure plus the total Competitive Loans Loan Exposures at any time shall not exceed the total CommitmentsRevolving Credit Commitments and (ii) with respect to any Affiliate Borrower, the sum of the portions of the Revolving Credit Exposure and of the total of all Competitive Loan Exposures that are attributable to such Affiliate Borrower at any time shall not exceed such Affiliate Borrower's Revolving Credit Sublimit, as computed in accordance with Section 2.01 (c). To request Competitive Bids, the Company or the applicable Borrowing Subsidiary a Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four six Business Days (five Business Days for Borrowings denominated in Dollars) before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one two Business Day Days before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five 2 Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within six Business Days (five Business Days for Borrowings denominated in Dollars) after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars Dollars, Sterling, Euro, Canadian Dollars, Yen or any other Designated Foreign Currency (excluding Australian Dollars)Currency; provided that after giving effect to any Borrowing of Competitive Loans (i) the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total CommitmentsCommitments and (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09(e), the sum of the total LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the total Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date shall not exceed the total Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Administrative Agent of such request by telephone telephone, e-mail or by telecopyfacsimile, in the case of a Eurocurrency Borrowing or a CDOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy facsimile to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing the borrowing of such Competitive Loans and any other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements (i) the sum of the total Revolving Credit Exposures plus the total aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments and (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary Borrower shall notify the Applicable Administrative Agent of such request by telephone or by telecopytelephone, (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., Local TimeNew York City time, four Business Days before the date of the proposed Borrowing and, and (b) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Competitive Bid Request in a form approved by the Applicable Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period any Borrower the Company may request Competitive Bids for Competitive Loans in US Dollars or one or more Designated Foreign Currencies and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Loans; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total US Tranche Revolving Credit Exposures plus the total and Competitive Loans Loan Exposures at any time shall not exceed the total aggregate amount of the Lenders’ US Tranche Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopytelephone, (i) in the case of a Eurocurrency BorrowingCompetitive Borrowing or a Fixed Rate Competitive Borrowing denominated in a Designated Foreign Currency, not later than 11:00 a.m.12:00 noon, Local Time, four Business Days before the date of the proposed Competitive Borrowing and, and (ii) in the case of a Fixed Rate BorrowingRevolving Borrowing denominated in US Dollars, not later than 10:00 a.m.12:00 noon, Local Time, one Business Day before the date of the proposed Competitive Borrowing; provided that the Borrowers may submit up to (but not . Not more than) five than three Competitive Bid Requests may be submitted on the same day, but and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, Request unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars)Currency; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Applicable Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: