MISCONDUCT.
(C)
THE AGENT AGREES THAT THE RECEIPT OF THE COMMUNICATIONS BY THE AGENT AT
ITS E-MAIL ADDRESS SET FORTH IN CLAUSE (A) ABOVE SHALL CONSTITUTE EFFECTIVE
DELIVERY OF THE COMMUNICATIONS TO THE AGENT FOR PURPOSES OF THE FINANCING
DOCUMENTS.
EACH BANK PARTY AGREES THAT NOTICE TO IT (AS PROVIDED IN THE NEXT
SENTENCE) SPECIFYING THAT THE COMMUNICATIONS HAVE BEEN POSTED TO THE PLATFORM
SHALL CONSTITUTE EFFECTIVE DELIVERY OF THE COMMUNICATIONS TO
AES Fourth Amended and Restated Credit Agreement
99
SUCH BANK PARTY FOR PURPOSES OF THE FINANCING DOCUMENTS.
EACH BANK PARTY AGREES
TO NOTIFY THE AGENT IN WRITING (INCLUDING BY ELECTRONIC COMMUNICATION) FROM TIME
TO TIME OF SUCH BANK PARTY'S E-MAIL ADDRESS TO WHICH THE FOREGOING NOTICE MAY BE
SENT BY ELECTRONIC TRANSMISSION AND THAT THE FOREGOING NOTICE MAY BE SENT TO
SUCH E-MAIL ADDRESS.
NOTHING HEREIN SHALL PREJUDICE THE RIGHT OF THE AGENT OR
ANY BANK PARTY TO GIVE ANY NOTICE OR OTHER COMMUNICATION PURSUANT TO ANY
FINANCING DOCUMENT IN ANY OTHER MANNER SPECIFIED IN SUCH FINANCING DOCUMENT.
ARTICLE VIII
CHANGE IN CIRCUMSTANCES
Section 8.01
Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar
Borrowing:
(A)
THE AGENT IS ADVISED BY THE REFERENCE BANKS THAT DEPOSITS IN
DOLLARS (IN THE APPLICABLE AMOUNTS) ARE NOT BEING OFFERED TO THE REFERENCE BANKS
IN THE RELEVANT MARKET FOR SUCH INTEREST PERIOD, OR
(B)
THE REQUIRED BANKS ADVISE THE AGENT THAT THE ADJUSTED LONDON
INTERBANK OFFERED RATE AS DETERMINED BY THE AGENT WILL NOT ADEQUATELY AND FAIRLY
REFLECT THE COST TO SUCH BANKS OF FUNDING THEIR EURO-DOLLAR LOANS FOR SUCH
INTEREST PERIOD, THE AGENT SHALL FORTHWITH GIVE NOTICE THEREOF TO THE BORROWER
AND THE BANK PARTIES, WHEREUPON UNTIL THE AGENT NOTIFIES THE BORROWER THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST, (I) THE
OBLIGATIONS OF THE BANK PARTIES TO MAKE EURO-DOLLAR LOANS, OR TO CONTINUE OR
CONVERT OUTSTANDING LOANS AS OR INTO EURO-DOLLAR LOANS, SHALL BE SUSPENDED AND
(II) EACH OUTSTANDING EURO-DOLLAR LOAN SHALL BE CONVERTED INTO A BASE RATE LOAN
ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE THERETO.
UNLESS
THE BORROWER NOTIFIES THE AGENT AT LEAST TWO DOMESTIC BUSINESS DAYS BEFORE THE
DATE OF ANY EURO-DOLLAR BORROWING FOR WHICH A NOTICE OF BORROWING HAS PREVIOUSLY
BEEN GIVEN THAT IT ELECTS NOT TO BORROW ON SUCH DATE, SUCH BORROWING SHALL
INSTEAD BE MADE AS A BASE RATE BORROWING.
Section 8.02
Illegality.
If, on or after the Effective Date, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank Party (or its Euro-Dollar
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency shall make it
unlawful or