Dollar LIBOR Loans, in
same day or immediately available funds, not later than 12:00 noon (Denver time)
on the due date to the Agent at the Denver Office for the account of each Lender
in accordance with such Lender's Percentage Interest; provided, however, that at
the request of the Agent, payments of interest on Multicurrency LIBOR Loans will
be made in the applicable Foreign Currency in immediately available funds to
such account at such bank as the Agent may
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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 OR EVENT OF
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 (3) 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
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