Exhibit 10.7
INDEMNITY AGREEMENT
This Indemnity Agreement (the "Indemnity Agreement"), dated as of December
20, 1996, made by and between Indianapolis Power & Light Company (the
"Originator") and the Agent (as defined below) for the benefit of the
Beneficiaries (as defined below);
W I T N E S S E T H:
WHEREAS, IPL Funding Corporation (the "Seller") has entered into a
Receivables Sale Agreement dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the "Receivables Sale
Agreement") by and among the Seller, ABN AMRO Bank N.V. as provider of the
program letter of credit (the "Program LOC Provider"), the liquidity providers
from time to time party thereto (the "Liquidity Providers"), Windmill Funding
Corporation ("Windmill" and, together with the Liquidity Providers and the
Program LOG Provider, the "Purchasers") and ABN AMRO Bank N.V., as agent for the
Purchasers (in such capacity, the "Agent") (terms used herein and not otherwise
defined herein having the respective meanings ascribed thereto in the
Receivables Sale Agreement);
WHEREAS, the Originator directly or indirectly owns all equity interests in
the Seller; and
WHEREAS, in order to induce the Agent and the Purchasers to enter into the
Receivables Sale Agreement and in consideration therefor, the Originator is
willing to make certain representations, warranties and covenants as hereinafter
set forth and to indemnify the Agent for the benefit of the Agent on its own
behalf, the Purchasers and any other Person to whom any amounts are owed under
or in connection with the Receivables Sale Agreement (collectively, the
"Beneficiaries") against certain liabilities as hereinafter described;
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
INDEMNIFICATION
Section 1.1. Indemnities. Without limiting any other rights that any
Beneficiary may otherwise have hereunder or under applicable law, the Originator
shall pay, and shall indemnify on an after-Tax basis each Beneficiary for, any
and all damages, losses, claims, liabilities, penalties, Taxes, costs and
expenses (collectively, the "Indemnified Losses") arising out of or otherwise
relating to any Transaction Document, the transactions contemplated thereby or
the acquisition of any portion of the Sold Interest, excluding only Indemnified
Losses to the extent (a) a final judgment of a court of competent jurisdiction
holds such Indemnified Losses resulted solely from gross negligence or willful
misconduct of the Beneficiary seeking indemnification, (b) solely due to the
credit risk of an Obligor and for which reimbursement would constitute recourse
for uncollectible Receivab1e~ or (c) such Indemnified Losses include Taxes on,
or measured by, the overall net income of the Agent or any Purchaser computed in
accordance with the Intended Tax Characterization; provided, however, that
nothing contained in this sentence shall limit the liability of the Originator
or limit the recourse of any Beneficiary to the Originator for any amounts
otherwise specifically provided to be paid by the Originator hereunder. Without
limiting the foregoing indemnification, the Originator shall indemnify each
Beneficiary for Indemnified Losses (including losses in respect of uncollectible
Receivables, regardless for these specific matters whether reimbursement
therefor would constitute recourse to the Seller or the Collection Agent, but
otherwise subject to the limitations in clauses (a) - (c) of the preceding
sentence) relating to or resulting from:
(a) any representation or warranty made by the Originator, the Seller
or the Collection Agent (or any employee or agent of the Originator, the
Seller or the Collection Agent) under or in connection with any of the
Transaction Documents, any Periodic Report or any other information or
report delivered by the Originator, the Seller or the Collection Agent
pursuant thereto having been false or incorrect in any material respect
when made or deemed made;
(b) the failure by the Originator, the Seller or the Collection Agent
to comply with any applicable law, rule or regulation related to any
Receivable, or the nonconformity of any Receivable with any such applicable
law, rule or regulation;
(c) the failure of the Seller to vest and maintain vested in the
Agent, for the benefit of the Purchasers, a perfected ownership or security
interest in the Sold Interest and the property conveyed pursuant to Section
1.1(e) and Section 1.8 of the Sale Agreement, free and clear of any Adverse
Claim;
(d) any commingling of funds to which the Agent or any Purchaser is
entitled under the Transaction Documents with any other funds;
(e) any failure of a Lock-Box Bank to comply with the terms of the
applicable Lock-Box Letter;
(e) any dispute, claim, offset or defense (other than discharge in
bankruptcy of the Obligor) of the Obligor to the payment of any Receivable,
or any other claim resulting from the sale or lease of goods or the
rendering of services related to such Receivable or the furnishing or
failure to furnish any such goods or services or other similar reason not
arising from the financial ability of any Obligor to pay undisputed
indebtedness;
(f) any failure of the Originator, the Seller or any Affiliate of
either thereof to perform its duties or obligations in accordance with the
provisions of any Transaction Document to which such Person is a party;
(g) any action taken by the Agent as attorney-in-fact for the Seller
pursuant to Section 3.5(b) of the Sale Agreement;
(h) any environmental liability claim, product liability claim or
personal injury or property damage suit or other similar or related claim
or action of whatever sort arising out of or in connection with any
Receivable or any other suit, claim action of whatever sort relating to any
of the Transaction Documents; or
(i) any failure by the Seller to pay when due any Discount, fee or
other amount (including, without limitation, Deemed Collections or other
amounts owing under Section 1.5, and any amount owed under Article VI, of
the Receivables Sale Agreement) owed pursuant to the Receivables Sale
Agreement, the Pricing Letter or the Fee Letter.
Section 1.2. Payments and Allocations. If any Beneficiary seeks
compensation pursuant to this Article I, such Person shall deliver to the
Originator and the Agent a certificate setting forth in reasonable detail the
amount due to such Person, a description of the circumstance giving rise thereto
and the basis of the calculations of such amount, which certificate shall be
conclusive absent manifest error so long as such determinations and any
allocations are made on a reasonable basis. The Originator shall pay to the
Agent (for the account of such Person) such amount shown as due on any such
certificate.
ARTICLE II
EXTENT AND WAIVERS
Section 2.1. Indemnity Absolute. The Originator hereby agrees that the
indemnities and payment obligations set forth in Article I hereof are
enforceable by the Agent for the benefit of the Beneficiaries, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Beneficiaries with respect
thereto or any misrepresentation, irregularity or other defect in any or all of
the Transaction Documents or this Indemnity Agreement, or the invalidity or
unenforceability thereof. The obligations of the Originator under this Indemnity
Agreement constitute a present and continuing obligation, shall be absolute and
unconditional, shall not be subject to any counterclaim, setoff, deduction or
defense based upon any claim that the Originator or any Obligor may have against
the Seller or any other Person and, shall remain in full force and effect
without regard to, and shall not be released, discharged or in any way affected
or impaired by, any thing, event, happening, matter, circumstance or condition
whatsoever (whether or not the Originator shall have any knowledge or notice
thereof or consent thereto). The liability of the Originator under this
Indemnity Agreement shall be absolute, unconditional, present and continuing
until all Investment and amounts payable by the Seller under the Transaction
Documents have been indefeasibly paid in full and the Receivables Sale Agreement
has terminated, irrespective of:
(a) any attempt to collect from the Seller amounts due from the Seller
under the Transaction Documents;
(b) any lack of validity or enforceability of any or all of the
Transaction Documents, or any provision thereof, or any other agreement or
instrument relating thereto or any assignment or transfer of any of the
foregoing or any failure or omission to enforce or agreement not to
enforce, or the stay or enjoining by order of court, by operation of law or
otherwise, of the exercise or nonexercise of any right, power, privilege or
remedy under or with respect to the foregoing;
(c) any amendment, or waiver, renewal, extension or release of or any
consent to departure from or other action or inaction with respect to any
or all of the Transaction Documents or any other agreement or instrument
relating thereto;
(d) any new conveyance of, or any exchange, release or nonperfection
of, any collateral or security interest conveyed to any of the
Beneficiaries in connection with the transactions contemplated by the
Receivables Sale Agreement, acceptance by any of the Beneficiaries of
partial payment from the Seller of its obligations under the Transaction
Documents, or any release or amendment or waiver of or consent to departure
from any guaranty or security for all or any of the Investment held, or
obligations owed, under the Transaction Documents;
(e) any merger or consolidation of the Seller into or wit any other
Person, or any other change in the Seller whatsoever, or any sale, lease or
transfer of any or all of the assets of the Seller to any other Person;
(f) any sale, transfer or other disposition by the Originator of any
stock of the Seller;
(g) any bankruptcy, insolvency, reorganization, arrangement,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to the Seller, or any action taken with respect to any or all of
the Transaction Documents, including this Indemnity Agreement, by any
trustee or receiver, or by any court, in any such proceeding; or
(h) any absence of any notice to, or knowledge by, the Originator of
the existence or occurrence of any of the matters or events set forth in
the foregoing subdivisions (a) through (g); or
(i) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Originator from its obligations under
the Transaction Documents, including the obligations of the Originator
hereunder.
Section 2.2. Waiver. The Originator hereby waives promptness, diligence,
all setoffs, counterclaims, presentments, protests and notice of acceptance and
any other notice with respect to any of its obligations hereunder and any
requirement of the Beneficiaries (or any of them) to protect, secure, perfect or
insure any security interest or lien or any property subject to the Receivables
Sale Agreement or to exhaust any right or take any action against the Seller or
any other Person or entity or any collateral. To the fullest extent permitted by
applicable law, the Originator waives all principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms of this
Indemnity Agreement and any legal or equitable discharge of its obligations
hereunder and the benefit of any statute of limitations affecting its liability
hereunder or the enforcement hereof.
Section 2.3. Subrogation. The Originator agrees that it shall not have any
rights (direct or indirect) of subrogation, contribution, reimbursement,
indemnification, or other rights of payment or recovery from the Seller for any
payments made by the Originator hereunder until all Investment and amounts owing
under the Transaction Documents have been indefeasibly paid in full and the
Receivables Sale Agreement has terminated.
Section 2.4. Reinstatement. The obligations of the Originator under this
Indemnity Agreement shall continue to be effective or shall be reinstated, as
the case may be, if at any time any payment made by the Originator hereunder or
by the Seller with respect to any coextensive obligations that it has under the
Transaction Documents is rescinded or must otherwise be returned to any Person
upon the insolvency, bankruptcy, arrangement, adjustment, composition,
liquidation or reorganization of the Seller or any guarantor or for any other
reason, all as though such payment had not been made or performance had not
occurred, as applicable.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. Representations and Warranties of the Originator The
Originator represents and warrants to the Agent and each other Beneficiary as
follows:
(a) Receivables Sale Agreement. Each representation and warranty with
respect to it and the Receivables or collections set forth in the
Receivables Sale Agreement is true and correct on the date hereof and on
the date each Purchase is made under the Receivables Sale Agreement.
(b) Licenses, Registrations, and Compliance with Laws. To the best of
Originator's knowledge, each of Originator and its Subsidiaries has all
permits, governmental licenses, registrations, and approvals material to
carrying out its businesses as presently conducted and as required by law
or the rules and regulations of any Governmental Authority having
jurisdiction over Originator or its Subsidiaries. There is no material
violation or material failure of compliance or allegation or notice of such
violation or failure of compliance on the part of the Originator or any
Subsidiary with any of the foregoing permits, licenses, registrations,
approvals, rules or regulations.
(c) Public Utility Holding Company Act. Originator is a wholly-owned
direct subsidiary of IPALCO Enterprises, Inc. ("IPALCO"). IPALCO is a
"holding company", as such term is defined in the Public Utility Holding
Company Act ("PURCA"), and, by virtue of its relationship with IPALCO,
Originator is a "subsidiary company" of a "holding company" within the
meaning of PURCA, but IPALCO and its Subsidiaries are exempt from all
provisions of PURCA and all rules thereunder, except Section 9(a)(2)
thereof, by virtue of having duly filed with the Securities and Exchange
Commission one or more exemption statements pursuant to Section 3(a)(l) of
PURCA and pursuant to Rule 2 of the Securities and Exchange Commission and,
to the best of Originator's knowledge, no proceedings to revoke or modify
such exemption have been instituted or are pending. Neither Originator nor
any Subsidiary is a "holding company" or, other than by virtue of its
relationship with IPALCO as set forth in the two immediately preceding
sentences, a "subsidiary company" of a "holding company" or an "affiliate"
of a "holding company" or of a "subsidiary company of a "holding company",
within the meaning of PURCA.
Section 3.2. Representations and Warranties of the Agent. The Agent
represents and warrants on behalf of the Beneficiaries that it is entering into
this Agreement based on the separate credit of the Originator and that. it does
not expect the assets or liabilities of the Originator and the Seller to be
substantively consolidated in any bankruptcy or similar proceeding.
ARTICLE IV
COVENANTS OF THE ORIGINATOR
Section 4.1. Affirmative Covenants. The Originator hereby covenants,
undertakes and agrees that at all times from the date hereof, unless the Agent,
with the consent of the Instructing Group, shall otherwise consent in writing:
(a) Financial Reporting. The Originator shall provide the Seller with
the annual and quarterly financial statements of the Originator and any
certificate of a Designated Officer of the Originator required to be
delivered by the Seller pursuant to Section 5.1(a) of the Receivables Sale
Agreement and the Originator shall deliver such financial statements and
certificates directly to the Agent and each Purchaser if the Seller fails
to comply with its obligation to do so.
(b) Notices. The Originator will notify the Agent in writing of any of
the following immediately upon any officer of the Originator learning of
the occurrence thereof, describing the same and, if applicable, the steps
being taken by the Persons affected with respect thereto:
(i) Potential Termination Events. The occurrence of any Potential
Termination Event.
(ii) Representations and Warranties. The failure of any
representation or warranty made by the Originator in any Transaction
Document to be true (when made or deemed made) in any material
respect.
(iii) Downgrading. The downgrading, withdrawal or suspension of
any rating by any Applicable Rating Agency of any indebtedness of any
Obligor with a Special Limit or of the Originator.
(iv) Litigation. The institution of any litigation, arbitration
proceeding or governmental proceeding that, if adversely determined,
is reasonably likely to cause the representation in Section 4.1(g) of
the Receivables Sale Agreement to be untrue.
(v) Changes in Business. Any change in, or proposed change in,
the character of the Originator's business that is reasonably likely
to materially impair the collectibility of any material amount of the
Receivables.
Section 4.2. Receivables Sale Agreement Covenants. The Originator agrees to
comply with each covenant the Seller agrees to cause the Originator to comply
with pursuant to the terms of the Receivables Sale Agreement, as if such
covenant were set forth in its entirety herein.
Section 4.3. Credit Agreement Covenants. The Originator will observe and
fully comply with all the terms and covenants presently set forth in Sections
5.1 and 5.2 of the Credit Agreement by and among the Originator, the various
financial institutions party thereto, Bank One, Indianapolis, National
Association, as Co-Agent, and ABN AMRO Bank N.Y., as Administrative Agent dated
December 20, 1996 (as such document is currently in effect and without giving
effect to any amendment or other modification thereto not expressly consented to
by the Agent for purposes of the Agreement, the "Credit Agreement"), which terms
and covenants, together with their related definitions, are hereby expressly
incorporated into this Section 4.3, mutatis mutandis, in their present form by
reference (such observance and compliance to be required whether or not said
terms, covenants and definitions are hereafter amended, waived or terminated as
though and regardless of whether any indebtedness incurred under the Credit
Agreement remain outstanding and the Credit Agreement remains in effect), and
the benefits of such terms and covenants shall run in favor of the Agent and the
Purchasers; provided, however, that any provision in such terms and covenants
for notice to or delivery of any certificate to the "Administrative Agent" or
any "Bank" under such Credit Agreement shall be deemed to include a requirement
for like notice or delivery to the Agent hereunder. Accordingly, for purposes of
such incorporation herein, all references in Sections 5.1 and 5.2 of the Credit
Agreement to (i) "Advance", (ii) "Bank", (iii) "Administrative Agent" and (iv)
"Borrower" shall be deemed references to (i) Purchase, (ii) Purchaser, (iii)
Agent and (iv) Originator.
ARTICLE V
MISCELLANEOUS
Section 5.1. No Waiver; Remedies. No failure or delay on the part of the
Agent for the benefit of the Beneficiaries in exercising any power, right or
remedy under this Indemnity Agreement shall operate as a waiver thereof; nor
shall any single or partial exercise of any such power, right or remedy preclude
any other or further exercise thereof or the exercise of any other power, right
or remedy. The rights and remedies provided in this Indemnity Agreement are
cumulative and nonexclusive of any rights or remedies provided by law. Any
waiver of this Indemnity Agreement shall be effective only in the specific
instance and for the specific purpose for which given.
Section 5.2. Amendments, etc. No amendment, supplement, modification or
waiver of any provision of this Indemnity Agreement nor consent to any departure
by the Originator therefrom shall in any event be effective unless the same
shall be in writing and signed by the Originator and the Agent and consented to
by the Instructing Group and, with respect to Article I hereof, all of the
Liquidity Providers. Any amendment, supplement, modification or waiver of this
Indemnity Agreement entered into in accordance with this Section 5.2 shall apply
to each of the Beneficiaries equally and shall be binding upon the Originator,
each Beneficiary and the Agent.
Section 5.3. Waiver of Confidentiality. The Originator hereby consents to
the disclosure of any nonpublic information relating to the Originator or the
Transaction Documents obtain in connection with the transactions contemplated by
the Transaction Documents among the Agent and the Purchasers and by the Agent or
the Purchasers to (i) any officers, directors, members, managers, employees or
outside accountants, auditors or attorneys thereof, (ii) any prospective or
actual assignee or participant, (iii) any rating agency, surety, guarantor or
credit or liquidity enhancer to the Agent or any Purchaser, (iv) any entity
organized to purchase, or make loans secured by, financial assets for which ABN
AMRO provides managerial services or acts as an administrative agent, (v)
Windmill's administrator, management company, referral agents, issuing agents or
depositaries or CP Dealers and (vi) Governmental Authorities with appropriate
jurisdiction, in each case only to the extent necessary in connection with the
services provided by, or the requirements of, such Person. The Originator does
not consent to any other disclosure of such nonpublic information.
Section 5.4. Confidentiality of Agreement. The Originator agrees it will
not disclose without the prior written consent of the Agent the contents of any
Transaction Document, or any other confidential or proprietary information
furnished by the Agent or any Purchaser, to any Person other than to its
officers, directors, members, managers, employees, outside accountants,
auditors, attorneys or financial advisors or as required by applicable law or
Governmental Authorities with appropriate jurisdiction.
Section 5.5. Agreement Not to Petition. The Originator agrees, for the
benefit of the holders of the privately or publicly placed indebtedness for
borrowed money of Windmill, not, prior to the date which is one (1) year and one
(1) day after the payment in full of all such indebtedness, to acquiesce,
petition or otherwise, directly or indirectly, invoke, or cause Windmill to
invoke, the process of any Governmental Authority for the purpose of (a)
commencing or sustaining a case against Windmill under any federal or state
bankruptcy, insolvency or similar law (including the Federal Bankruptcy Code),
(b) appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official for Windmill, or any substantial part of
its property, or (c) ordering the winding up or liquidation of the affairs of
Windmill.
Section 5.6. Excess Funds. Other than amounts payable under Section 9.4 of
the Receivables Sale Agreement, Windmill shall be required to make payment of
the amounts required to be paid pursuant to any Transaction Document only if
Windmill has Excess Funds (as defined below). If Windmill does not have Excess
Funds, the excess of the amount due under any Transaction Document (other than
pursuant to such Section 9.4) over the amount paid shall not constitute a
"claim" (as defined in Section 101(5) of the Federal Bankruptcy Code) against
Windmill until such time as Windmill has Excess Funds. If Windmill does not have
sufficient Excess Funds to make any payment due under any Transaction Document
(other than pursuant to such Section 9.4), then Windmill may pay a lesser amount
and make additional payments that in the aggregate equal the amount of
deficiency as soon as possible thereafter. The term "Excess Funds" means the
excess of (a) the aggregate projected value of Windmill's assets and other
property (including cash and cash equivalents), over (b) the sum of (i) the sum
of all scheduled payments of principal, interest and other amounts payable on
publicly or privately placed indebtedness of Windmill for borrowed money, plus
(ii) the sum of all other liabilities, indebtedness and other obligations of
Windmill for borrowed money or owed to any credit or liquidity provider,
together with all unpaid interest then accrued thereon, plus (iii) all taxes
payable by Windmill to the Internal Revenue Service, plus (iv) all other
indebtedness, liabilities and obligations of Windmill then due and payable, but
the amount of any liability, indebtedness or obligation of Windmill shall not
exceed the projected value of the assets to which recourse for such liability,
indebtedness or obligation is limited. Excess Funds shall be calculated once
each Business Day.
Section 5.7. No Recourse. The obligations of Windmill, its management
company, its administrator and its referral agents (each a "Program
Administrator") under any Transaction Document or other document (each, a
"Program Document") to which a Program Administrator is a party are solely the
corporate obligations of such Program Administrator and no recourse shall be had
for such obligations against any Affiliate, director, officer, member, manager,
employee, attorney or agent of any Program Administrator.
Section 5.8. Limitation of Liability. No Person shall make a claim against
the Agent or any Purchaser (or their respective Affiliates, directors, officers,
members, managers, employees, attorneys or agents) for any special, indirect,
consequential or punitive damages under any claim for breach of contract or
other theory of liability in connection with the Transaction Documents or the
transactions contemplated thereby, and the Originator (for itself and all other
Persons claiming by or through it) hereby waives any claim for any such damages.
Section 5.9. Notices. Unless otherwise specified, all notices and other
communications hereunder shall be in writing (including by telecopier or other
facsimile communication), given to the appropriate Person at its address or
telecopy number set forth on the signature pages hereof or at such other address
or telecopy number as such Person may specify, and effective when received at
the address or number specified by such Person. The number of days for any
advance notice required hereunder may be waived (orally or in writing) by the
Person receiving such notice and, in the case of notices to the Agent, the
consent of each Person to which the Agent is required to forward such notice.
Section 5.10. Governing Law; Submission to Jurisdiction; Integration. This
Indemnity Agreement shall be governed by and construed in accordance with the
internal laws (and not the law of conflicts) of the State of Illinois. The
Originator hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois state
court sitting in Chicago for purposes of all legal proceedings arising out of or
relating to this Indemnity Agreement or the transactions contemplated hereby.
The Originator hereby irrevocably waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum. Nothing in this Section 5.10 shall affect the right of the
Agent or any Beneficiary to bring any action or proceeding against the
Originator or its property in the courts of other jurisdictions. This Indemnity
Agreement contains the final and complete `integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all prior oral or written understandings.
Section 5.11. Severability; Counterparts. This Indemnity Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement. Any provisions of this Indemnity Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 5.12. Assignment. This Indemnity Agreement shall be binding upon
the Originator, its successors and assigns, and inure to the benefit of and be
enforceable by the Agent for the benefit of the Beneficiaries and their
respective successors and assigns; provided, however, that the obligations of
the Originator hereunder may not be assigned, transferred or delegated without
the prior written consent of the Agent and the Instructing Group and any such
purported assignment, transfer or delegation absent such consent shall be void.
Section 5.13. Survival of Warranties. All agreements, representations and
warranties made herein shall survive the execution and delivery of this
Indemnity Agreement, any investigation at any time made by the Agent or the
Beneficiaries or on their behalf, and the execution and delivery of each of the
Transaction Documents. The rights and remedies of the Agent on behalf of each
Beneficiary with respect to the representations and warranties made herein and
the indemnification provisions hereof shall be continuing and shall survive any
termination of the Receivables Sale Agreement or any of the other Transaction
Documents.
Section 5.14. Further Assurances. At any time or from time to time upon the
request of the Agent, the Originator shall execute and deliver such further
documents and do such other acts and things as the Agent may reasonably request
in order to effect fully the purposes of this Indemnity Agreement.
Section 5.15. Headings. Article and Section headings used herein are for
convenience and reference only, are not part of this Indemnity Agreement and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Indemnity Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
ABN AMRO BANK N.V., as Agent
By: /s/ Mary C. Casey
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Title: Vice President
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By: /s/ Robert C. Smolka
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Title: Group Vice President
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Address: Structured Finance, Asset
Securitization
Suite 725
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Purchaser Agent-
Windmill
Telephone: (312) 904-6263
Telecopy: (312) 904-6376
INDIANAPOLIS POWER & LIGHT COMPANY
By: /s/ John R. Brehm
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Title: Sr. V.P. Finance and Information
Services
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Address: One Monument Circle
Indianapolis, Indiana 46204
Telephone: (317) 261-8995
Telecopy: (317) 630-5763