Borrowing Base Property Dispositions and Borrowing Base Hedge Unwinds. Upon the occurrence of any Borrowing Base Property Disposition or any Borrowing Base Hedge Unwind, the Borrowing Base shall be immediately reduced by an amount equal to # the Borrowing Base Value of the Borrowing Base Properties that are subject to such Borrowing Base Property Disposition or # the Borrowing Base Hedge Unwind Value with respect to such Borrowing Base Hedge Unwind, as applicable; provided, however, that, so long as no Borrowing Base Deficiency exists immediately prior to such Borrowing Base Property Disposition or Borrowing Base Hedge Unwind, as applicable, such reduction in the Borrowing Base shall not occur unless and until any of the following shall result therefrom:

Borrowing Base. If, at any time, # the Revolver Usage on such date exceeds # the lesser of # the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent and # the Maximum Revolver Amount (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to [Section 2.1(c)]), then Borrowers shall promptly, but in any event, within one Business Day prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to the amount of such excess.

Borrowing Base. [[Organization B:Organization]] shall have received evidence from [[Organization A:Organization]] that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Revolving A Advances, the Acceptances, the Letters of Credit and the Swing Loans, if any, in the amount requested by [[Organization A:Organization]] in connection with the addition of such Applicant Borrower as a Borrower;

Borrowing Base. The amount which Borrower is entitled to borrow from time to time under the line of credit shall be the then current loan value of collateral (the “Borrowing Base”) pledged to Lender to secure indebtedness owing to Lender by Borrower, provided that in no event is Lender to be required to make any advance which would cause the outstanding principal balance owing by Borrower at any one time to be in excess of $1,000,000.00. The Borrowing Base shall be redetermined monthly and shall be seventy-five percent (75%) of eligible accounts receivable arising out of Borrower’s United States operations pledged to the Lender. The term “eligible accounts receivable” shall mean all billed gross trade accounts receivable, less: # balances due sixty (60) days or more after the date of the original invoice therefor; # accounts owed by companies related to or affiliated with Borrower or its employees; # except for receivables from BASF SE, accounts owing by any one debtor which exceed twenty percent (20%) of the total billed gross accounts receivable; # all accounts owing by any particular debtor if 10% or more of such particular debtor’s accounts are ninety (90) days or more past due; and # accounts receivable which are disputed by the account debtor.

in the case of any such Borrowing Base Hedge Unwind, the aggregate Borrowing Base Hedge Unwind Value with respect to all Borrowing Base Hedge Unwinds effected since the most recent Scheduled Redetermination Date equals or exceeds five percent (5%) of the total amount of the Borrowing Base then in effect.

SECTION # AFFIRMATIVE COVENANTS‌138

Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first Redetermination Date to occur thereafter, the Borrowing Base shall be $3,200,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to adjustment from time to time prior to the first Redetermination Date pursuant to the Borrowing Base Adjustment Provisions.

Borrowing Base Property Dispositions; provided, however, that:

Increase of Collateral Borrowing Base. In the event Bank agrees to increase the Collateral Borrowing Base pursuant to the terms of this Agreement, Borrowers shall pay to the Bank a fully earned and non-refundable fee any new money increases equal to sixty basis points (0.60%).

Variance from Collateral Borrowing Base. Any Revolver Loan advance shall be conclusively presumed to have been made to Borrowers by Bank under the terms and provisions hereof and shall be secured by all of the Collateral and security described or referred to herein or in the Mortgage, whether or not such loan conforms in all respects to the terms and provisions hereof. If Bank should (for the convenience of Borrowers or for any other reason) make loans or advances which would cause the unpaid principal amount of the Revolver Note plus outstanding and unfunded Letters of Credit to exceed the amount of the applicable Collateral Borrowing Base, no such variance, change or departure shall prevent any such loan or loans from being secured by the Collateral and the security created or intended to be created herein or in the Security Instruments. The Collateral Borrowing Base shall not in any manner limit the extent or scope of the Collateral and security granted for the repayment of the Revolver Note (or any other Indebtedness) or limit the amount of indebtedness under the Revolver Note (or any other Indebtedness) to be secured.