FORTH, THE ISSUING
LENDER FOR THE ACCOUNT OF THE LENDERS AGREES TO ISSUE OR RENEW LETTERS OF CREDIT
IN ACCORDANCE WITH THE APPLICABLE NOTICE OF BORROWING AND LC APPLICATION
THEREFOR.
NO LETTER OF CREDIT WILL BE ISSUED OR RENEWED IN A FACE AMOUNT WHICH,
AFTER GIVING EFFECT TO THE ISSUANCE OR RENEWAL OF SUCH LETTER OF CREDIT, WOULD
CAUSE EITHER (X) THE LC OBLIGATION TO EXCEED $20,000,000 OR (Y) THE EFFECTIVE
AMOUNT TO EXCEED THE BORROWING BASE THEN IN EFFECT. EACH LETTER OF CREDIT SHALL
BY ITS TERMS BE STATED TO EXPIRE ON A DATE NO LATER THAN THE EARLIER OF (I) ONE
YEAR AFTER ITS ISSUANCE (OR, IF RENEWED, ONE YEAR AFTER THE RENEWAL DATE) AND
(II) THE SEVENTH BUSINESS DAY PRIOR TO THE TERMINATION DATE.
IF ANY LETTER OF
CREDIT HAS BEEN DRAWN UPON AND THE AMOUNT SO DRAWN HAS NOT BEEN REIMBURSED TO
THE ISSUING LENDER, THE REVOLVING CREDIT COMMITMENT OF EACH LENDER SHALL BE
DEEMED TO BE UTILIZED FOR ALL PURPOSES HEREOF IN AN AMOUNT EQUAL TO SUCH
LENDER'S PRO RATA SHARE OF THE LC OBLIGATION.
IF, FOR ANY REASON, ANY LETTER OF
CREDIT REMAINS OUTSTANDING AS OF THE TERMINATION DATE, THE COMPANY SHALL CAUSE
SUCH LETTER OF CREDIT TO BE COLLATERALIZED WITH CASH IN AN AMOUNT AT LEAST EQUAL
TO 105% OF THE UNDRAWN FACE AMOUNT THEREOF UNDER ARRANGEMENTS SATISFACTORY TO
THE ADMINISTRATIVE AGENT OR TO BE SECURED BY BACK-TO-BACK LETTERS OF CREDIT
ISSUED BY BANKS, AND IN FORM AND SUBSTANCE, SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND THE ISSUING LENDER.
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(D)
AT THE EFFECTIVE TIME, AND SUBJECT TO SATISFACTION OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 5.1, THE OUTSTANDING AGGREGATE AMOUNT
OF EXISTING REVOLVING CREDIT OUTSTANDINGS SHALL BE REFINANCED, RENEWED, AND
EXTENDED, AND SUCH AMOUNT SHALL BE, AND SHALL BE DEEMED TO BE, LOANS OR LC
OBLIGATIONS (AS APPLICABLE) MADE BY THE LENDERS AND HELD BY THE ISSUING LENDER
(AS APPLICABLE) HEREUNDER.
2.2
Procedure for Borrowing.
(A)
EACH BORROWING OF LOANS SHALL BE MADE UPON THE COMPANY'S
IRREVOCABLE WRITTEN NOTICE DELIVERED TO THE ADMINISTRATIVE AGENT IN THE FORM OF
A NOTICE OF BORROWING DULY COMPLETED WHICH NOTICE MUST BE RECEIVED BY THE
ADMINISTRATIVE AGENT PRIOR TO 12:00 P.M. (CHICAGO, ILLINOIS TIME) (I) THREE
BUSINESS DAYS PRIOR TO THE REQUESTED BORROWING DATE, IN THE CASE OF LIBO RATE
LOANS; AND (II) ON THE REQUESTED BORROWING DATE, IN THE CASE OF BASE RATE LOANS.
(B)
EACH NOTICE OF BORROWING SHALL SPECIFY (I) THE AMOUNT OF THE
BORROWING, WHICH SHALL BE IN AN AGGREGATE MINIMUM AMOUNT (A) FOR BASE RATE LOANS
EQUAL TO THE LESSER OF (X) $500,000 OR ANY MULTIPLE INTEGRALS OF $100,000 IN
EXCESS THEREOF OR (Y) THE UNADVANCED PORTION OF THE APPLICABLE AVAILABLE
BORROWING BASE AND (B) FOR LIBO RATE LOANS $1,000,000 OR ANY MULTIPLE INTEGRALS
OF $1,000,000 IN EXCESS THEREOF (IF THE AVAILABLE BORROWING BASE AS OF SUCH
BORROWING DATE WILL BE LESS THAN $1,000,000, THEN THE COMPANY MAY NOT REQUEST AN
LIBO RATE LOAN); (II) THE REQUESTED BORROWING DATE, WHICH