Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. Procedure (a) In order to request Competitive Bids, the Company shall hand deliver, telex or telecopy to Administrative Agent a duly completed request substantially in the form of Exhibit G, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by Administrative Agent not later than 11:00 a.m., Houston, Texas time, five Business Days before the date specified for a proposed Competitive Loan. No Alternate Base Rate Loan shall be requested in, or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit G may be rejected at Administrative Agent's sole discretion, and Administrative Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 or greater than the unused portion of the Facility Amount on such date and shall be an integral multiple of $5,000,000) and (y) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability Period). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit H hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.9(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Administrative Agent. (22 (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Company responsive to each Competitive Bid Request. Each Competitive Bid by a Bank must be received by Administrative Agent via telecopier, in the form of Exhibit I hereto, not later than 11:00 a.m., Houston, Texas time, four Business Days before the date specified for a proposed Competitive Loan. Competitive Bids that do not conform substantially to the format of Exhibit I may be rejected by Administrative Agent after conferring with, and upon the instruction of, the Company, and Administrative Agent shall notify the Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Loan requested by the Company) of the Competitive Loan that the Bank is willing to make to the Company, (y) specify the Competitive Bid Rate at which the Bank is prepared to make the Competitive Loan and (z) confirm the Interest Period with respect thereto specified by the Company in its Competitive Bid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) Administrative Agent shall, by 2:00 p.m. four Business Days before the date specified for a proposed Competitive Loan, notify the Company by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.9. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.9(d), accept or reject any Competitive Bid referred to in Section 2.9(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. The Company shall notify Administrative Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in Section 2.9(c), not later than 11:00 a.m., Houston, Texas time, three Business Days before the date specified for a proposed Competitive Loan; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.9(c) and (x) no 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. Notwithstanding the foregoing, if the Company accepts more than one bid made in response to a Competitive Bid Request and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $5,000,000 (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or (23) all remaining bids at a particular Competitive Bid Rate. A notice given by Company pursuant to this paragraph (d) shall be irrevocable. (e) Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall (i) notify Administrative Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive Loan shall be made within five Business Days of the date of any other Competitive Loan, unless the Company and Administrative Agent shall mutually agree otherwise. (g) If Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.9 shall be made in accordance with Section 3.2 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Bank with Administrative Agent.

Competitive Bid Procedure. Procedure (a) In order to request Competitive BidsBids under Facility A, the Company Borrower shall hand deliver, telex deliver or telecopy to Administrative Agent the Agents a duly completed request substantially in the form of Exhibit G, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by Administrative Agent the Agents (i) in the case of Eurodollar Loans, not later than 11:00 10:00 a.m., HoustonDallas, Texas time, five four Business Days before the date Borrowing Date specified for a proposed Competitive LoanBorrowing and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., Dallas, Texas time, two Business Days before the Borrowing Date specified for a proposed Competitive Borrowing. No Alternate Base Rate Loan shall be requested in, or, except pursuant to Section 62.12 or Section 2.15, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit G A-1 may be rejected at Administrative the Auction Administration Agent's sole discretion, and Administrative the Auction Administration Agent shall promptly shall, not later than noon on the date of delivery of the Competitive Bid Request, notify the Company Borrower of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the date Competitive Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, or both, (y) the Borrowing Date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 5,000,000 or greater than the unused portion of the Total Facility Amount A Commitment on such date Borrowing Date and shall be an integral multiple of $5,000,000) 1,000,000), and (yz) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability PeriodTermination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative the Auction Administration Agent shall invite by telecopier (substantially in substantially the form set forth in Exhibit H B hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.9(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Administrative Agent. (22. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Company Borrower responsive to each Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by Administrative the Auction Administration Agent via telecopier, substantially in the form of Exhibit I C hereto, (i) in the case of Eurodollar Loans, not later than 11:00 a.m., HoustonDallas, Texas time, four three Business Days before the date Borrowing Date specified for a proposed Competitive LoanBorrowing and (ii) in the case of Fixed Rate Loans, not later than 11:00 a.m., Dallas, Texas time, one Business Day before the Borrowing Date of a proposed Competitive Borrowing. Competitive Bids that do not conform substantially to the format of Exhibit I C may be rejected by Administrative the Auction Administration Agent after conferring with, and upon the instruction of, the CompanyBorrower, and Administrative the Auction Administration Agent shall notify the Bank Lender that submitted the non-conforming Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Loan Borrowing requested by the CompanyBorrower) of the Competitive Loan that the Bank Lender is willing to make to the CompanyBorrower, (y) specify the Competitive Bid Rate Rate(s) at which the Bank Lender is prepared to make the Competitive Loan Loan, and (z) confirm the Interest Period with respect thereto specified by the Company Borrower in its Competitive Bid Request. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Auction Administration Agent via telecopier (I) in the case of Eurodollar Loans, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 11:00 a.m., Dallas, Texas time, one Business Day before the Borrowing Date of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) Administrative Agent shall, by 2:00 p.m. four Business Days before the date specified for a proposed Competitive Loan, notify the Company by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.9. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.9(d), accept or reject any Competitive Bid referred to in Section 2.9(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. The Company shall notify Administrative Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in Section 2.9(c), not later than 11:00 a.m., Houston, Texas time, three Business Days before the date specified for a proposed Competitive Loan; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.9(c) and (x) no 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. Notwithstanding the foregoing, if the Company accepts more than one bid made in response to a Competitive Bid Request and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $5,000,000 (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or (23) all remaining bids at a particular Competitive Bid Rate. A notice given by Company pursuant to this paragraph (d) shall be irrevocable. (e) Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall (i) notify Administrative Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive Loan shall be made within five Business Days of the date of any other Competitive Loan, unless the Company and Administrative Agent shall mutually agree otherwise. (g) If Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.9 shall be made in accordance with Section 3.2 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Bank with Administrative Agent.

Competitive Bid Procedure. Procedure (a) Competitive Bids shall only be available to the Borrower and accepted by the Administrative Agent if, and only for so long as, the Leverage Ratio is less than 2.50 to 1.00, as determined in accordance with the most recently delivered Compliance Certificate. In order to request Competitive Bids, the Company Borrower shall hand deliver, telex deliver or telecopy to the Administrative Agent a duly completed request substantially Competitive Bid Request (i) in the form case of Exhibit Ga Eurodollar Competitive Borrowing, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by Administrative Agent not later than 11:00 10:00 a.m., HoustonDallas, Texas time, five four Business Days before the proposed date specified for of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Dallas, Texas time, one Business Day before the proposed date of such Borrowing. A Competitive LoanBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No Alternate Base Rate ABR Loan shall be requested in, or, except pursuant to Section 6, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit G EXHIBIT D-1 hereto may be rejected at by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Company Borrower of such rejection by telecopieras promptly as practicable. Each Competitive Bid Request shall in each case refer to this Agreement and specify (xi) whether the Borrowing being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; (ii) the date of such Competitive Loans Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c) hereof); (iv) the aggregate principal amount thereof (of such Borrowing, which shall not be less than a minimum of $25,000,000 or greater than the unused portion of the Facility Amount on such date 3,000,000 and shall be an integral multiple of $5,000,000) 1,000,000; and (yv) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability Period)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in substantially the form set forth in Exhibit H hereto) EXHIBIT D-2 invite the Banks Lenders to bid, on the terms and conditions of this Agreement, bid to make Competitive Loans pursuant to such the Competitive Bid Request. Notwithstanding Each Competitive Loan may only be made in an amount equal to or less than the foregoinglesser of (i) the amount by which the Commitment exceeds the Total Exposure on such date and (ii) the amount by which the Commitment exceeds the sum of (A) the aggregate outstanding Revolving Loans, Administrative Agent shall have no obligation to invite any Bank to make a (B) the L/C Exposure and (C) the aggregate outstanding Competitive Bid pursuant to this Section 2.9(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Administrative Agent. (22Loans. (b) Each Bank may, in its sole discretion, Lender may make one or more Competitive Bids to the Company Borrower responsive to each a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby telecopy, (i) in the form case of Exhibit I heretoa Eurodollar Competitive Borrowing, not later than 11:00 9:30 a.m., HoustonDallas, Texas time, four three Business Days before the proposed date specified for of such Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., Dallas, Texas time, on the proposed date of such Competitive LoanBorrowing. Competitive Bids that do not conform substantially to the format of Exhibit I EXHIBIT D-3 may be rejected by the Administrative Agent after conferring withAgent, and upon the instruction of, the Company, and Administrative Agent shall notify the Bank of such rejection applicable Lender as soon promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 3,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Loan Borrowing requested by the CompanyBorrower) of the Competitive Loan or Competitive Loans that the Bank Lender is willing to make to the Companymake, (y) specify the Competitive Bid Rate or Competitive Bid Rates at which the Bank Lender is prepared to make the such Competitive Loan or Competitive Loans and (z) confirm the Interest Period with respect thereto specified by applicable to such Competitive Loan or Competitive Loans and the Company in its Competitive Bid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocablelast day thereof. (c) The Administrative Agent shall, by 2:00 p.m. four Business Days before the date specified for a proposed Competitive Loan, shall promptly notify the Company Borrower by telecopier telecopy of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was shall have been made and the identity of the Bank Lender that shall have made each bid. Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.9. (d) The Company may in its sole and absolute discretionBorrower may, subject only to the provisions of this Section 2.9(dparagraph (d), accept or reject any Competitive Bid referred to in Section 2.9(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the CompanyBid. The Company Borrower shall notify the Administrative Agent by telecopier telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all each Competitive Bid, (x) in the case of the bids referred to in Section 2.9(c)a Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., HoustonDallas, Texas time, three Business Days before the date specified for a of the proposed Competitive Loan; providedBorrowing, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.9(c) and (x) no 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. Notwithstanding the foregoing, if the Company accepts more than one bid made in response to a Competitive Bid Request and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $5,000,000 (iy) in order to enable the Company to accept bids equal to (but case of a Fixed Rate Borrowing, not in excess of) later than 10:30 a.m., Dallas, Texas time, on the principal amount proposed date of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or (23) all remaining bids at a particular Competitive Bid Rate. A notice given by Company pursuant to this paragraph (d) shall be irrevocable. (e) Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall (i) notify Administrative Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive Loan shall be made within five Business Days of the date of any other Competitive Loan, unless the Company and Administrative Agent shall mutually agree otherwise. (g) If Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.9 shall be made in accordance with Section 3.2 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Bank with Administrative Agent.Borrowing;

Competitive Bid Procedure. Procedure (a) In order to request Competitive Bids, the Company a Borrower shall hand deliver, telex deliver or telecopy to the Administrative Agent and the Auction Administration Agents a duly completed request substantially in the form of Exhibit G, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by Administrative Agent such Agents (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 9:00 a.m., Houston, Texas time, five Business Days before the date Borrowing Date specified for a proposed Competitive LoanBorrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:00 a.m., Houston, Texas time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No Alternate Base Rate CD Loan or Eurodollar Committed Loan shall be requested in or made pursuant to a Competitive Bid Request. No ABR Loan shall be requested in, or, except pursuant to Section 62.11 or Section 2.15, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit G 2.03(A) may be rejected at Administrative the Auction Administration Agent's sole discretion, and Administrative the Auction Administration Agent shall promptly notify the Company Borrower requesting such Competitive Bid of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the date Competitive Borrowing then being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (y) the Borrowing Date of such Competitive Loans Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than in a minimum principal amount of $25,000,000 or greater than the unused portion of the Facility Amount on such date 50,000,000 and shall be in an integral multiple of $5,000,000) 1,000,000), and (yz) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability Period)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative the Auction Administration Agent shall invite by telecopier (in substantially the form set forth in Exhibit H hereto2.03(B)) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative the Auction Administration Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.9(a2.03(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to the Administrative Agent. (22. (b) Each On and after the Effective Date, each Bank may, in its sole discretion, make one or more Competitive Bids to the Company responsive to each Competitive Bid RequestRequest of a Borrower. Each Competitive Bid by a Bank must be received by Administrative the Auction Administration Agent via telecopier, in the form of Exhibit I hereto2.03(C), (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m.1:00 p.m., Houston, Texas time, four Business Days before the date Borrowing Date specified for a proposed Competitive LoanBorrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:00 a.m., Houston, Texas time, on the Borrowing Date specified for a proposed Competitive Borrowing. Competitive Bids that do not conform substantially to the format of Exhibit I 2.03(C) may be rejected by Administrative the Auction Administration Agent after conferring with, and upon the instruction of, the CompanyBorrower requesting such Competitive Bid, and Administrative the Auction Administration Agent shall notify the applicable Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Loan requested by the Company) of the Competitive Loan that the Bank is willing to make to the Company, (y) specify the Competitive Bid Rate at which the Bank is prepared to make the Competitive Loan and (z) confirm the Interest Period with respect thereto specified by the Company in its Competitive Bid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) Administrative Agent shall, by 2:00 p.m. four Business Days before the date specified for a proposed Competitive Loan, notify the Company by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.9. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.9(d), accept or reject any Competitive Bid referred to in Section 2.9(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. The Company shall notify Administrative Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in Section 2.9(c), not later than 11:00 a.m., Houston, Texas time, three Business Days before the date specified for a proposed Competitive Loan; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.9(c) and (x) no 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. Notwithstanding the foregoing, if the Company accepts more than one bid made in response to a Competitive Bid Request and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $5,000,000 (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or (23) all remaining bids at a particular Competitive Bid Rate. A notice given by Company pursuant to this paragraph (d) shall be irrevocable. (e) Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall (i) notify Administrative Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive Loan shall be made within five Business Days of the date of any other Competitive Loan, unless the Company and Administrative Agent shall mutually agree otherwise. (g) If Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.9 shall be made in accordance with Section 3.2 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Bank with Administrative Agent.