UPON RECEIPT) OF A
BORROWER'S REQUEST FOR ADVANCES UNDER THE LINE OF CREDIT OR SWING LINE BY
DELIVERING TO AGENT A FULLY COMPLETED NOTICE OF BORROWING AS PROVIDED IN
SECTION 2.12.2 OR SECTION 2.12.4, AS APPROPRIATE.
3.1.2
REQUEST FOR LETTERS OF CREDIT AND TRI-PARTY AGREEMENTS.
BORROWERS
SHALL GIVE AGENT WRITTEN NOTICE (EFFECTIVE UPON RECEIPT) OF A BORROWER'S REQUEST
FOR ISSUANCE OF A LETTER OF CREDIT OR EXECUTION OF A TRI-PARTY AGREEMENT
HEREUNDER, SPECIFYING THE PURPOSE OF THE LETTER OF CREDIT OR TRI-PARTY
AGREEMENT, THE AMOUNT THEREOF AND THE DATE SUCH BORROWER DESIRES IT BE ISSUED OR
EXECUTED.
EACH SUCH REQUEST SHALL BE DELIVERED TO AGENT ONLY AT AGENT'S OFFICE
IDENTIFIED IN SECTION 13.10 (OR TO SUCH OTHER ADDRESS AS AGENT MAY FROM
TIME-TO-TIME ADVISE MASTER BORROWER BY WRITTEN NOTICE), ACCOMPANIED BY A DRAFT
OF THE PROPOSED LETTER OF CREDIT OR
36
TRI-PARTY AGREEMENT (WHICH MUST BE ACCEPTABLE TO AGENT IN GOOD FAITH) AND THE
OTHER DOCUMENTS REQUIRED PURSUANT TO SECTION 4.2.3 AND SHALL BE DELIVERED TO
AGENT AT LEAST FIVE (5) BUSINESS DAYS IN ADVANCE OF THE DATE BORROWER DESIRES
THE LETTER OF CREDIT OR TRI-PARTY AGREEMENT TO BE ISSUED OR EXECUTED.
EACH
LETTER OF CREDIT OR TRI-PARTY AGREEMENT SHALL BE SUBJECT TO THE LIMITATIONS AS
PROVIDED IN THIS AGREEMENT.
3.2
Admission of Projects to Borrowing Base.
3.2.1
THE BORROWING BASE PROJECTS IDENTIFIED ON THE BORROWING BASE
CERTIFICATE DELIVERED TO AGENT CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT
SHALL CONSTITUTE THE BORROWING BASE PROJECTS THAT COMPRISE THE BORROWING BASE AS
OF THE DATE HEREOF.
3.2.2
ELIGIBLE PROJECTS SHALL FROM TIME TO TIME BE ADMITTED TO THE
BORROWING BASE, PROVIDED THAT THE FEE OWNER OF SUCH ELIGIBLE PROJECT, AT THE
TIME THE ELIGIBLE PROJECT IS SO ADMITTED, EITHER IS AN EXISTING BORROWER OR
CONCURRENTLY THEREWITH BECOMES A BORROWER.
MASTER BORROWER SHALL GIVE AGENT
WRITTEN NOTICE THAT MASTER BORROWER DESIRES THAT AN ELIGIBLE PROJECT BE ADDED TO
THE BORROWING BASE, SUCH NOTICE TO BE DELIVERED TO AGENT SIXTY (60) DAYS PRIOR
TO THE DESIRED ADMISSION DATE.
BORROWERS SHALL, ALSO, BEFORE ANY ELIGIBLE
PROJECT IS DEEMED ADMITTED TO THE BORROWING BASE, DELIVER TO AGENT WITH RESPECT
TO SUCH PROJECT THE DOCUMENTS SET FORTH IN SECTION 4.1.11.
THE ITEMS REFERRED
TO IN SECTIONS , , , AND AND A
COMMITMENT FOR A POLICY OF TITLE INSURANCE WITH RESPECT TO THE SUBJECT ELIGIBLE
PROJECT SHALL BE DELIVERED TO AGENT AT LEAST TWENTY (20) CALENDAR DAYS BEFORE
THE DATE THAT BORROWERS DESIRE SUCH ELIGIBLE PROJECT BE ADMITTED TO THE
BORROWING BASE.
3.3
Borrowing Base Availability.
3.3.1
THE AGGREGATE AMOUNT OF LOANS THAT MAY BE OUTSTANDING AT ANY TIME
SHALL NOT EXCEED THE LESSER OF (I) THE THEN-CURRENT BORROWING BASE AVAILABILITY
OR (II) THE REVOLVING SUBLIMIT.
BORROWING BASE AVAILABILITY SHALL BE DETERMINED
AT ANY TIME ON THE BASIS OF THE BORROWING BASE CERTIFICATE MOST RECENTLY
DELIVERED TO AGENT, BY APPLYING TO EACH OF THE FOLLOWING CLASSES OF ASSETS OF
BORROWERS THAT ARE PART OF BORROWING BASE PROJECTS THE APPLICABLE "ADVANCE
RATE," DETERMINED IN ACCORDANCE