FORTH IN ANY LOAN
DOCUMENT, AND EITHER CCR OR THE REQUIRED LENDERS SHALL SO REQUEST, THE
ADMINISTRATIVE AGENT, THE LENDERS AND CCR SHALL NEGOTIATE IN GOOD FAITH TO AMEND
SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF
SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS); PROVIDED
THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO BE
COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) CCR SHALL
PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS AND
OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS REASONABLY REQUESTED
HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR
REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
1.03
Rounding.
Any financial ratios required to be maintained by CCR
pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the
number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest
number).
1.04
Times of Day.
Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).
1.05
[Reserved]
44
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
Committed Loans.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH LENDER
SEVERALLY AGREES TO LEND TO THE BORROWERS ITS PRO RATA SHARE OF THE COMMITMENT
(EACH INDIVIDUALLY, A "LOAN" AND, COLLECTIVELY, THE "LOANS").
SUBJECT TO
SECTION 2.14, THE LOANS SHALL BE MADE BY THE LENDERS ON THE EFFECTIVE DATE AND
SHALL BE MADE BY THE LENDERS SIMULTANEOUSLY AND PROPORTIONATELY TO THEIR
RESPECTIVE PRO RATA SHARES AND IN ACCORDANCE WITH THE LIMITATIONS DESCRIBED IN
THIS CLAUSE (A), IT BEING UNDERSTOOD THAT NO LENDER SHALL BE RESPONSIBLE FOR ANY
FAILURE BY ANY OTHER LENDER TO PERFORM ITS OBLIGATION TO MAKE ANY LOAN HEREUNDER
NOR SHALL THE COMMITMENT OF ANY LENDER BE INCREASED OR DECREASED AS A RESULT OF
ANY SUCH FAILURE.
LOANS MADE ON THE EFFECTIVE DATE SHALL NOT EXCEED FOR ANY
LENDER THE COMMITMENT OF SUCH LENDER.
AMOUNTS PREPAID OR REPAID IN RESPECT OF
LOANS MAY NOT BE REBORROWED.
(B)
[RESERVED]
2.02
Borrowings, Conversions and Continuations of Committed Loans.
(A)
EACH LOAN, EACH CONVERSION OF LOANS FROM ONE TYPE TO THE OTHER,
AND EACH CONTINUATION OF EURODOLLAR RATE LOANS SHALL BE MADE UPON THE BORROWERS'
IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY
TELEPHONE.
EACH SUCH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT
LATER THAN 11:00 A.M. (I) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY
BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE LOANS OR OF ANY
CONVERSION OF EURODOLLAR RATE LOANS TO BASE RATE LOANS, AND (II) ON THE
REQUESTED DATE OF ANY BORROWING OF BASE RATE LOANS.
EACH TELEPHONIC NOTICE BY
THE BORROWERS PURSUANT TO THIS SECTION 2.02(A)