the Agent may designate to the Parent, no later than 12:00 noon (local time in
the place where such bank is located) on the due date.
3.2
LIBOR Pricing Options.
3.2.1
ELECTION OF LIBOR PRICING OPTIONS.
SUBJECT TO ALL
TERMS AND CONDITIONS OF THIS AGREEMENT AND SO LONG AS NO DEFAULT EXISTS, THE
BORROWERS MAY FROM TIME TO TIME, BY IRREVOCABLE NOTICE GIVEN BY AN AUTHORIZED
REPRESENTATIVE TO THE AGENT ACTUALLY RECEIVED NOT LESS THAN THREE BANKING DAYS
PRIOR TO THE COMMENCEMENT OF THE INTEREST PERIOD SELECTED IN SUCH NOTICE, ELECT
TO HAVE SUCH PORTION OF THE REVOLVING CREDIT LOANS AS THE PARENT MAY SPECIFY IN
SUCH NOTICE ACCRUE AND BEAR INTEREST DURING THE INTEREST
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PERIOD SO SELECTED AT THE APPLICABLE RATE COMPUTED ON THE BASIS OF THE LIBOR
RATE.
IN THE EVENT THE BORROWERS AT ANY TIME FAIL TO ELECT A LIBOR PRICING
OPTION UNDER THIS SECTION 3.2.1 FOR ANY PORTION OF THE REVOLVING CREDIT LOANS,
THEN SUCH PORTION OF THE REVOLVING CREDIT LOANS WILL ACCRUE AND BEAR INTEREST AT
THE APPLICABLE RATE COMPUTED ON THE BASIS OF THE BASE RATE.
NO ELECTION OF A
LIBOR PRICING OPTION WILL BECOME EFFECTIVE:
(A)
IF, PRIOR TO THE COMMENCEMENT OF ANY SUCH
INTEREST PERIOD, THE AGENT DETERMINES THAT (I) AS A RESULT OF THE ADOPTION OF OR
CHANGE IN ANY LEGAL REQUIREMENT OR IN THE INTERPRETATION OR APPLICATION THEREOF
AFTER THE INITIAL CLOSING DATE, THE ELECTING OR GRANTING OF THE LIBOR PRICING
OPTION IN QUESTION WOULD BE ILLEGAL, (II) LIBOR DEPOSITS IN AN AMOUNT COMPARABLE
TO THE PRINCIPAL AMOUNT OF THE REVOLVING CREDIT LOANS AS TO WHICH SUCH LIBOR
PRICING OPTION HAS BEEN ELECTED AND WHICH HAVE A TERM CORRESPONDING TO THE
PROPOSED INTEREST PERIOD ARE NOT READILY AVAILABLE IN THE LONDON INTERBANK
MARKET, (III) BY REASON OF CIRCUMSTANCES AFFECTING THE LONDON INTERBANK MARKET,
ADEQUATE AND REASONABLE METHODS DO NOT EXIST FOR ASCERTAINING THE INTEREST RATE
APPLICABLE TO SUCH DEPOSITS FOR THE PROPOSED INTEREST PERIOD, OR (IV) REVOLVING
CREDIT LOANS CANNOT BE MADE IN THE APPLICABLE FOREIGN CURRENCY; OR
(B)
IF ANY LENDER HAS ADVISED THE AGENT BY
TELEPHONE OR OTHERWISE AT OR PRIOR TO 11:00 A.M. (DENVER TIME) ON THE SECOND
BANKING DAY PRIOR TO THE COMMENCEMENT OF SUCH PROPOSED INTEREST PERIOD (AND HAS
SUBSEQUENTLY CONFIRMED IN WRITING) THAT, AFTER REASONABLE EFFORTS TO DETERMINE
THE AVAILABILITY OF SUCH LIBOR DEPOSITS, SUCH LENDER REASONABLY ANTICIPATES THAT
LIBOR DEPOSITS IN AN AMOUNT EQUAL TO THE PERCENTAGE INTEREST OF SUCH LENDER IN
THE PORTION OF THE REVOLVING CREDIT LOANS AS TO WHICH SUCH LIBOR PRICING OPTION
HAS BEEN ELECTED AND WHICH HAVE A TERM CORRESPONDING TO THE INTEREST PERIOD IN
QUESTION WILL NOT BE OFFERED IN THE LONDON INTERBANK MARKET TO SUCH LENDER AT A
RATE OF INTEREST THAT DOES NOT EXCEED THE ANTICIPATED LIBOR BASE RATE (UNLESS
THE FOREGOING RESULTS FROM A DETERIORATION SUBSEQUENT TO THE DATE HEREOF IN THE
CREDITWORTHINESS OF SUCH LENDER OR A CHANGE IN THE AVAILABILITY OF LIBOR MARKETS
TO SUCH LENDER PURSUANT TO LEGAL OR