IS AT LEAST $1,000,000, THE BORROWER MAY,
SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE
WITH SECTION 2.02, THAT SUCH PAYMENT BE MADE WITH THE PROCEEDS OF A BASE RATE
BORROWING (WHICH SHALL CONSIST OF REVOLVING CREDIT LOANS) IN AN EQUIVALENT
AMOUNT AND, TO THE EXTENT SO FINANCED, THE BORROWER'S OBLIGATION TO MAKE SUCH
PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE RESULTING BASE RATE BORROWING
(WHICH SHALL CONSIST OF REVOLVING CREDIT LOANS).
ANY OVERDUE REIMBURSEMENT
PAYMENT, OR OVERDUE INTEREST THEREON, SHALL BEAR INTEREST, PAYABLE ON DEMAND,
FOR EACH DAY UNTIL PAID AT A RATE PER ANNUM EQUAL TO THE SUM OF THE RATE
APPLICABLE TO BASE RATE LOANS FOR SUCH DAY PLUS 2%.
(II)
EACH PAYMENT TO BE MADE BY THE BORROWER PURSUANT TO THIS
SECTION 2.03(F) SHALL BE MADE, IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE,
TO THE APPLICABLE REVOLVING FRONTING BANK AT ITS ADDRESS REFERRED TO IN
SECTION 10.01.
(III)
THE OBLIGATIONS OF THE BORROWER TO REIMBURSE ANY REVOLVING
FRONTING BANK UNDER THIS SECTION 2.03(F) SHALL BE ABSOLUTE, UNCONDITIONAL AND
IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING WITHOUT LIMITATION
THE FOLLOWING CIRCUMSTANCES:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY FINANCING DOCUMENT;
(B)
ANY AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM ANY FINANCING
DOCUMENT (EXCEPT, IN THE CASE OF AN EFFECTIVE AMENDMENT TO, WAIVER OF OR CONSENT
TO A DEPARTURE FROM ANY PROVISION OF THIS AGREEMENT, TO THE EXTENT SPECIFIED
HEREIN);
(C)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH THE
BORROWER MAY HAVE AT ANY TIME AGAINST THE BENEFICIARY OF ANY REVOLVING LETTER OF
CREDIT (OR ANY PERSON OR ENTITY FOR WHOM SUCH BENEFICIARY MAY BE ACTING), THE
AGENT, ANY REVOLVING FRONTING BANK OR ANY REVOLVING CREDIT LOAN BANK OR ANY
OTHER PERSON OR ENTITY, WHETHER IN CONNECTION WITH THIS AGREEMENT, ANY OTHER
FINANCING DOCUMENT OR ANY UNRELATED TRANSACTION;
(D)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER ANY REVOLVING LETTER OF
CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT
OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT WHATSOEVER;
AES Fourth Amended and Restated Credit Agreement
38
(E)
PAYMENT BY A REVOLVING FRONTING BANK UNDER ANY REVOLVING LETTER OF CREDIT
AGAINST PRESENTATION OF A DRAFT OR DOCUMENT WHICH DOES NOT COMPLY WITH THE TERMS
OF SUCH REVOLVING LETTER OF CREDIT; OR
(F)
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OTHER CIRCUMSTANCE OR
HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
(G)
PAYMENTS BY REVOLVING CREDIT LOAN BANKS WITH RESPECT TO REVOLVING LETTERS
OF CREDIT.
(I)
EACH REVOLVING CREDIT LOAN BANK SHALL MAKE AVAILABLE AN AMOUNT
EQUAL TO ITS RATABLE SHARE OF ANY REVOLVING L/C DRAWING UNDER A REVOLVING LETTER
OF CREDIT, IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE IN NEW YORK CITY, TO
THE APPLICABLE REVOLVING FRONTING BANK BY 3:00 P.M. (NEW YORK CITY TIME) ON THE
DATE ON WHICH THE