AUTHORIZED OFFICER OF THE BORROWER DATED THE
CLOSING DATE, TO THE EFFECT THAT: (I) THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE 4 HEREOF ARE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE
AS THOUGH MADE ON AND AS OF SUCH DATE; AND (II) NO DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT FROM THE ISSUANCE OF THE REVOLVING LETTERS OF CREDIT
REQUESTED BY THE BORROWER TO BE ISSUED ON SUCH DATE AND THE BORROWINGS REQUESTED
BY THE BORROWER TO BE MADE ON SUCH DATE (INCLUDING, WITHOUT LIMITATION, THE
DEEMED ISSUANCE OF REVOLVING LETTERS OF CREDIT PURSUANT TO THE SECOND SENTENCE
OF SECTION 2.03(A));
(K)
THE AGENT SHALL HAVE RECEIVED A CERTIFICATE
SIGNED BY A DULY AUTHORIZED OFFICER OF THE BORROWER TO THE EFFECT THAT THE
EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF THE FINANCING
DOCUMENTS TO 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 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.
54
The Agent shall promptly notify the Borrower and the Banks of the Closing Date,
and such notice shall be conclusive and binding on all parties hereto.
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