WHICH IT IS A
PARTY ARE WITHIN SUCH LOAN PARTY'S CORPORATE OR OTHER ORGANIZATIONAL POWERS,
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL
ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL
BODY, AGENCY OR OFFICIAL (OTHER THAN THE FILING OF UCC-1 FINANCING STATEMENTS
AND OTHER FILINGS REQUIRED TO PERFECT SECURITY INTERESTS) AND DO NOT CONTRAVENE,
OR CONSTITUTE A DEFAULT UNDER, ANY PROVISION OF APPLICABLE LAW OR REGULATION OR
AES Fourth Amended and Restated Credit Agreement
58
OF THE CERTIFICATE OF INCORPORATION (OR CERTIFICATE OF FORMATION, AS APPLICABLE)
OR BY-LAWS (OR OTHER ORGANIZATIONAL DOCUMENTS, AS APPLICABLE) OF SUCH LOAN PARTY
OR OF ANY AGREEMENT, JUDGMENT, INJUNCTION, ORDER, DECREE OR OTHER INSTRUMENT
BINDING UPON THE BORROWER OR ANY OF ITS SUBSIDIARIES THAT COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER OR OF AES BVI II OR OF ANY
MATERIAL AES ENTITY OR OF ANY PLEDGED SUBSIDIARY (EXCEPT FOR LIENS CREATED BY
THE FINANCING DOCUMENTS) PROVIDED THAT ANY FORECLOSURE OR OTHER EXERCISE OF
REMEDIES BY THE COLLATERAL TRUSTEES OR THE COLLATERAL AGENT WILL REQUIRE
ADDITIONAL APPROVALS AND CONSENTS THAT HAVE NOT BEEN OBTAINED FROM FOREIGN AND
DOMESTIC REGULATORS AND FROM LENDERS TO, AND SUPPLIERS, CUSTOMERS OR OTHER
CONTRACTUAL PARTIES OF ONE OR MORE SUBSIDIARIES AND FAILURE TO OBTAIN SUCH
APPROVAL OR CONSENT COULD RESULT IN A DEFAULT, OR A BREACH OF AGREEMENT OR OTHER
LEGAL OBLIGATIONS OF SUCH SUBSIDIARIES; AND
(L)
THE AGENT SHALL HAVE RECEIVED ALL DOCUMENTS IT MAY REASONABLY
REQUEST RELATING TO THE EXISTENCE OF THE LOAN PARTIES, THE CORPORATE OR OTHER
ORGANIZATIONAL AUTHORITY FOR AND THE VALIDITY OF THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS, AND ANY OTHER MATTERS RELEVANT HERETO, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE AGENT.
Section 3.02
Extension of Credit.
The obligation of each Bank to make a Loan on the occasion of each Borrowing and
the obligation of the Revolving Fronting Banks to issue a Revolving Letter of
Credit on the occasion of each request therefor by the Borrower shall in each
case be subject to the satisfaction of the following conditions:
(A)
RECEIPT BY THE AGENT OF A NOTICE OF BORROWING (EXCEPT IN THE CASE
OF THE DEEMED ISSUANCE OF REVOLVING LETTERS OF CREDIT PURSUANT TO THE SECOND
SENTENCE OF SECTION 2.03(A)) OR A NOTICE OF ISSUANCE AS REQUIRED BY SECTION 2.02
OR 2.03, AS THE CASE MAY BE;
(B)
THE FACT THAT, IMMEDIATELY AFTER SUCH EXTENSION OF CREDIT, AFTER
GIVING EFFECT TO ALL DIRECT AND INDIRECT APPLICATIONS OF THE PROCEEDS OF SUCH
EXTENSION OF CREDIT MADE SUBSTANTIALLY SIMULTANEOUSLY WITH THE EXTENSION
THEREOF, THE AGGREGATE TOTAL OUTSTANDINGS OF ANY REVOLVING CREDIT LOAN BANK WILL
NOT EXCEED ITS REVOLVING CREDIT LOAN COMMITMENT;
(C)
THE FACT THAT THE MAKING OF THE BORROWINGS, THE CONTINUATION OF
CERTAIN LOANS AND THE ISSUANCE OF, AND THE REVOLVING L/C DRAWINGS AND THE
REVOLVING LETTERS OF CREDIT UNDER THIS AGREEMENT ARE