(AS TO EACH SUCH PLEDGED SUBSIDIARY) ITS LEGAL
NAME, ITS JURISDICTION OF INCORPORATION, THE TYPE AND NUMBER OF SHARES OF EACH
CLASS OF ITS EQUITY INTERESTS AUTHORIZED, AND THE TYPE AND NUMBER OUTSTANDING,
ON THE DATE HEREOF AND THE PERCENTAGE OF EACH SUCH CLASS OF ITS EQUITY INTERESTS
OWNED (DIRECTLY OR INDIRECTLY) BY THE BORROWER AND THE CERTIFICATE NUMBER
CORRESPONDING TO EACH SUCH EQUITY INTEREST.
ALL OF THE OUTSTANDING EQUITY
INTERESTS PLEDGED TO THE COLLATERAL TRUSTEES FOR THE BENEFIT OF THE SECURED
HOLDERS PURSUANT TO THE SECURITY AGREEMENT AND THE BVI CAYMAN PLEDGE AGREEMENT
IN EACH PLEDGED SUBSIDIARY HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NON-
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ASSESSABLE AND ARE OWNED BY THE BORROWER OR AES BVI II, AS APPLICABLE, FREE AND
CLEAR OF ALL LIENS, EXCEPT THOSE CREATED UNDER THE FINANCING DOCUMENTS.
(D)
SET FORTH ON SCHEDULE II HERETO IS A
COMPLETE AND ACCURATE LIST OF ALL ASSIGNED AGREEMENTS OF THE BORROWER AND ITS
SUBSIDIARIES (THE "ASSIGNED AGREEMENTS"), SHOWING AS OF THE DATE HEREOF THE
PARTIES, SUBJECT MATTER AND TERM THEREOF.
EACH SUCH ASSIGNED AGREEMENT HAS BEEN
DULY AUTHORIZED, EXECUTED AND DELIVERED BY ALL PARTIES THERETO, HAS NOT BEEN
AMENDED OR OTHERWISE MODIFIED (EXCEPT AS OTHERWISE PERMITTED PURSUANT TO THE
SECURITY AGREEMENT), IS IN FULL FORCE AND EFFECT (EXCEPT AS OTHERWISE PERMITTED
PURSUANT TO THE SECURITY AGREEMENT) AND IS VALID AND BINDING UPON AND
ENFORCEABLE AGAINST ALL PARTIES THERETO, EXCEPT AS THE ENFORCEABILITY THEREOF
MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITORS'
RIGHTS GENERALLY AND BY EQUITABLE PRINCIPLES OF GENERAL APPLICABILITY AND, AS OF
THE CLOSING DATE, THERE EXISTS NO DEFAULT UNDER ANY ASSIGNED AGREEMENT BY ANY
PARTY THERETO.
Section 4.15
Existing Letters of Credit.
Appendix III hereto identifies each Existing Letter of Credit outstanding as of
the date hereof and as of the Effective Date.
Section 4.16
Solvency.
Each of AES BVI II, AES New York, AES Oklahoma, AES Hawaii and AES Warrior Run
is, individually, and together with its Subsidiaries, taken as a whole, Solvent
as of the date hereof.
Section 4.17
Pledged Subsidiaries.
Other than the Non-Pledged Subsidiaries, the Pledged Subsidiaries listed on
Schedule I hereto most recently delivered to the Bank Parties in accordance with
Section 5.01(l), are, as of the date set forth on such Schedule, all of the
direct Subsidiaries of the Borrower and all of the direct Subsidiaries of AES
BVI II.
Section 4.18
Qualified Holding Companies Debt.
None of the Qualified Holding Companies is an obligor or a contingent obligor on
any of the Debt permitted by Section 5.07(b)(iii) or a contingent obligor on any
of the Debt permitted by Section 5.07(a)(ii), other than Debt permitted by the
definition of "Qualified Holding Company".
ARTICLE V
COVENANTS
The Borrower agrees that, so long as any Loan or any other Obligation of any
Loan Party under any Financing Document shall remain unpaid or any Revolving
Credit Loan Bank has any Revolving Credit Loan Commitment hereunder or any
amount payable under any Note remains unpaid or any Revolving Letter