TO IN CLAUSE (A) AND (B) ABOVE, (1) A REVISED SCHEDULE I
SHOWING AS OF THE LAST DAY OF SUCH QUARTER ALL OF THE DIRECT SUBSIDIARIES OF THE
BORROWER AND AES BVI II (OTHER THAN
AES Fourth Amended and Restated Credit Agreement
69
NON-PLEDGED SUBSIDIARIES) AND (2) A REVISED SCHEDULE IV SHOWING AS OF THE LAST
DAY OF SUCH QUARTER ALL THE SUBSIDIARIES OF THE BORROWER WHOSE ASSETS CONSIST
ONLY OF ANY OF THE EXCLUDED AES BUSINESS AND DIRECT OR INDIRECT INVESTMENTS
THEREIN;
(M)
PROMPTLY UPON REQUEST THEREOF, DELIVER TO THE AGENT AND THE
COLLATERAL TRUSTEES (A) A LIST SETTING FORTH, FOR EACH SECURED AGREEMENT,
(I) THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING THEREUNDER, (II) THE ACCRUED AND
UNPAID INTEREST THEREUNDER, (III) THE ACCRUED AND UNPAID FEES (IF ANY)
THEREUNDER, (IV) THE NAMES OF THE REPRESENTATIVES (AS DEFINED IN THE COLLATERAL
TRUST AGREEMENT) AND OF THE SECURED HOLDERS (TO THE EXTENT KNOWN TO THE
BORROWER) THEREUNDER, AND ALL OTHER UNPAID AMOUNTS THEREUNDER KNOWN TO THE
BORROWER, OWING TO EACH SUCH REPRESENTATIVE, FOR ITS OWN ACCOUNT AND ON BEHALF
OF SUCH SECURED HOLDERS AND (V) SUCH OTHER INFORMATION REGARDING THE
REPRESENTATIVES, SUCH SECURED HOLDERS AND THE SECURED AGREEMENTS AS THE AGENT
MAY REASONABLY REQUEST AND (B) THE PAYMENT INFORMATION (AS DEFINED IN THE
COLLATERAL TRUST AGREEMENT); AND
(N)
FROM TIME TO TIME SUCH ADDITIONAL INFORMATION REGARDING THE
FINANCIAL POSITION OR BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES AS THE
AGENT, AT THE REQUEST OF ANY BANK PARTY, MAY REASONABLY REQUEST.
Section 5.02
Payment of Obligations.
The Borrower will pay and discharge all its material obligations and liabilities
and will cause each Subsidiary Guarantor (other than AES Warrior Run) and IPALCO
(in each case, for so long as each Person is a Subsidiary of the Borrower) to
pay and discharge all its Material Obligations, in each case, including, without
limitation, tax liabilities, except where the same may be contested in good
faith by appropriate proceedings, and will maintain, and will cause each
Subsidiary of the Borrower to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the same.
Section 5.03
Maintenance of Property; Insurance.
(A)
THE BORROWER WILL KEEP, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO KEEP,
ALL PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
(B)
THE BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN
(EITHER IN THE NAME OF THE BORROWER OR IN SUCH SUBSIDIARY'S OWN NAME) WITH
FINANCIALLY SOUND AND RESPONSIBLE INSURANCE COMPANIES, INSURANCE OF SUCH TYPES,
IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH RISKS (AND WITH SUCH RISK
RETENTION) AS ARE USUALLY INSURED AGAINST IN SIMILAR CIRCUMSTANCES IN THE SAME
GENERAL AREA BY COMPANIES OF ESTABLISHED REPUTE ENGAGED IN THE SAME OR A SIMILAR
BUSINESS; AND WILL FURNISH TO EACH BANK PARTY UPON REQUEST INFORMATION PRESENTED
IN REASONABLE DETAIL AS TO THE INSURANCE SO CARRIED.
Section 5.04
Conduct of Business and Maintenance of Existence.
The