{"id":41287,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-aes-china-generating-co-ltd-and-bankers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-aes-china-generating-co-ltd-and-bankers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-aes-china-generating-co-ltd-and-bankers.html","title":{"rendered":"Security Agreement &#8211; AES China Generating Co. Ltd. and Bankers Trust Co."},"content":{"rendered":"<pre>\n                               SECURITY AGREEMENT\n\n\n\n\n\n                                      among\n\n\n\n\n\n                         AES CHINA GENERATING CO. LTD.,\n\n\n\n\n\n\n\n\n\n                             BANKERS TRUST COMPANY,\n\n                                   as Trustee\n\n\n\n\n\n                                       and\n\n\n\n\n\n                             BANKERS TRUST COMPANY,\n\n                               as Collateral Agent\n\n\n\n\n\n\n\n                         ------------------------------\n\n\n\n                          Dated as of December 19, 1996\n\n                         ------------------------------\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                            Page\n                                                                            ----\n\n\n                                    ARTICLE 1\n                                   DEFINITIONS\n\nSECTION 1.01.       DEFINITIONS..............................................  1\nSECTION 1.02.       OTHER DEFINITIONS........................................  4\nSECTION 1.03.       GENERIC TERMS............................................  4\n\n                                    ARTICLE 2\n                                 THE COLLATERAL\n\nSECTION 2.01.       GRANT OF SECURITY INTEREST IN THE COLLATERAL.............  4\nSECTION 2.02.       PRIORITY.................................................  5\nSECTION 2.03.       THE SECURED PARTY'S INTEREST.............................  5\nSECTION 2.04.       NO TRANSFER OF DUTIES....................................  6\nSECTION 2.05.       PERFECTION OF SECURITY INTEREST..........................  6\nSECTION 2.06.       MAINTENANCE OF COLLATERAL................................  7\nSECTION 2.07.       TERMINATION DATE AND RELEASE OF RIGHTS...................  8\n\n                                    ARTICLE 3\n                             THE COLLATERAL ACCOUNTS\n\nSECTION 3.01.       ESTABLISHMENT OF THE COLLATERAL ACCOUNTS.................  8\nSECTION 3.02.       DEPOSITS IN THE COLLATERAL ACCOUNTS......................  9\nSECTION 3.03.       MAINTENANCE OF THE DEBT SERVICE RESERVE ACCOUNT..........  9\nSECTION 3.04.       INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS........... 10\nSECTION 3.05.       GENERAL PROVISIONS REGARDING THE COLLATERAL ACCOUNTS..... 11\nSECTION 3.06.       DISTRIBUTIONS FROM THE DEBT SERVICE RESERVE ACCOUNT...... 12\nSECTION 3.07.       DISTRIBUTION FROM THE SEPCIAL PROCEEDS ACCOUNT........... 12\n\n                                    ARTICLE 4\n                            COVENANTS OF THE COMPANY\n\nSECTION 4.01.       PRESERVATION OF COLLATERAL............................... 13\nSECTION 4.02.       OPTIONS AS TO COLLATERAL................................. 13\nSECTION 4.03.       NOTICES.................................................. 14\nSECTION 4.04.       WAIVER OF STAY OR EXTENSION LAWS; MARSHALING OF ASSETS... 14\nSECTION 4.05.       NONINTERFERENCE, ETC. ................................... 14\nSECTION 4.06.       COMPANY CHANGES.......................................... 14\n\n                                    ARTICLE 5\n                 REMEDIES ON OCCURRENCE OF AN INDENTURE DEFAULT\n\nSECTION 5.01.       LIQUIDATION AND SALE OF COLLATERAL....................... 15\nSECTION 5.02.       WAIVER OF AN INDENTURE DEFAULT........................... 16\n\n                                       i\n\n\nSECTION 5.03.       RESTORATION OF RIGHTS AND REMEDIES....................... 16\nSECTION 5.04.       NO REMEDY EXCLUSIVE...................................... 17\n\n                                    ARTICLE 6\n                                THE SECURED PARTY\n\nSECTION 6.01.       APPOINTMENT.............................................. 17\nSECTION 6.02.       SECURED PARTY'S AUTHORITY................................ 17\nSECTION 6.03.       DEGREE OF CARE........................................... 17\n\n                                    ARTICLE 7\n                              THE COLLATERAL AGENT\n\nSECTION 7.01.       APPOINTMENT AND POWERS................................... 18\nSECTION 7.02.       PERFORMANCE OF DUTIES.................................... 18\nSECTION 7.03.       LIMITATION ON LIABILITY.................................. 19\nSECTION 7.04.       RELIANCE UPON DOCUMENTS.................................. 19\nSECTION 7.05.       SUCCESSOR COLLATERAL AGENT............................... 20\nSECTION 7.06.       INDEMNIFICATION.......................................... 22\nSECTION 7.07.       COMPENSATION AND REIMBURSEMENT........................... 22\nSECTION 7.08.       REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT... 22\nSECTION 7.09.       WAIVER OF SET-OFFS....................................... 23\n\n                                    ARTICLE 8\n                                  MISCELLANEOUS\n\nSECTION 8.01.       FURTHER ASSURANCES....................................... 23\nSECTION 8.02.       WAIVER................................................... 24\nSECTION 8.03.       AMENDMENTS............................................... 24\nSECTION 8.04.       SEVERABILITY............................................. 24\nSECTION 8.05.       NOTICES; PAYMENTS AND TRANSFERS OF FUNDS................. 24\nSECTION 8.06.       TERMS OF THIS AGREEMENT.................................. 26\nSECTION 8.07.       ASSIGNMENT; THIRD-PARTY RIGHTS........................... 26\nSECTION 8.08.       CONSENT OF SECURED PARTY................................. 26\nSECTION 8.09.       TRIAL BY JURY WAIVED..................................... 26\nSECTION 8.10.       GOVERNING LAW............................................ 26\nSECTION 8.11.       CONSENT TO JURISDICTION.................................. 26\nSECTION 8.12.       COUNTERPARTS............................................. 27\nSECTION 8.13.       HEADINGS................................................. 27\n\n                                       ii\n\n\n\n         SECURITY AGREEMENT, dated as of December 19, 1996, among AES China\nGenerating Co. Ltd., a corporation organized under the laws of Bermuda (the\n'Company'), Bankers Trust Company, a New York banking corporation, in its\ncapacity as Trustee (as defined below) under the Indenture (as defined below),\nand Bankers Trust Company, a New York banking corporation, in its capacity as\ncollateral agent (the 'Collateral Agent').\n\n                                 R E C I T A L S\n                                 ---------------\n\n         WHEREAS, the Company proposes to issue U.S.$180,000,000 aggregate\nprincipal amount of its 10 1\/8 % Notes due 2006 (the 'Notes');\n\n         WHEREAS, the Notes are being issued pursuant to an Indenture, dated as\nof the date hereof (as amended or supplemented from time to time in accordance\nwith the terms thereof, the 'Indenture'), among the Company and Bankers Trust\nCompany, as trustee (together with its permitted successors thereunder and any\nsuccessor trustee appointed pursuant to the provisions thereof, the 'Trustee');\n\n         WHEREAS, as security for the payment and performance of all of the\nobligations of the Company now or hereafter existing under this Agreement, the\nNotes and the Indenture, the Company has agreed to grant a security interest in\nall of its right, title and interest in and to the Collateral (as defined\nherein) on the terms and conditions set forth herein.\n\n                               A G R E E M E N T S\n                               -------------------\n\n         NOW THEREFORE, in consideration of the premises, and for other good and\nvaluable consideration, the adequacy, receipt and sufficiency of which are\nhereby acknowledged, the parties hereto agree for the benefit of the Trustee on\nbehalf of the Noteholders as follows:\n\n                                    ARTICLE 1\n\n                                   DEFINITIONS\n\n         SECTION 1.01. DEFINITIONS. Capitalized terms used herein without\ndefinition are used as defined in the Indenture. In addition, the following\nterms shall have the following meanings:\n\n         'APPROVED DEPOSITARY' means The Depository Trust Company and its\nsuccessors.\n\n         'AUTHORIZED OFFICERS' means (i) with respect to the Company, Authorized\nOfficers as defined in the Indenture and (ii) with respect to the Trustee or the\nCollateral Agent, Trust Officers as defined in the Indenture.\n\n         'CLOSING DATE' means December 19, 1996.\n\n         'COLLATERAL ACCOUNTS' means the Debt Service Reserve Account and the\nSpecial Proceeds Account.\n\n         'COLLATERAL AGENT' means Bankers Trust Company in its capacity as\ncollateral agent on behalf of the Secured Party, including its successors in\ninterest, until a successor Person shall have become the Collateral Agent\npursuant to Section 7.05, and thereafter 'Collateral Agent' shall mean such\nsuccessor Person.\n\n         'COLLATERAL MANAGEMENT RIGHTS' means the powers and rights granted to\nthe Secured Party in Section 6.02.\n\n         'DEBT PAYMENT RESERVE' means, on any date, an amount equal to the\naggregate amount of interest due and payable on the Notes on the next succeeding\nInterest Payment Date.\n\n         'DOLLAR,' 'DOLLAR' and '$' means the lawful currency of the United\nStates.\n\n         'ELIGIBLE ACCOUNT' means a Dollar denominated demand deposit account\nthat (i) is maintained with a depository institution or trust company, the\nprincipal offices of which are located in the Borough of Manhattan, The City and\nState of New York, and which is organized and existing under the laws of the\nUnited States or the State of New York and subject to supervision and\nexamination by U.S. federal or New York State banking authorities and the\nlong-term unsecured debt obligations of which are assigned a rating of 'A-' or\nhigher by S&amp;P and 'A3' or higher by Moody's or the short-term unsecured debt\nobligations of which are assigned a rating of 'A-1' by S&amp;P and 'P-1' by Moody's\nor (ii) is a segregated Dollar denominated trust account with the Collateral\nAgent.\n\n         'ENFORCEMENT EXPENSES' means all reasonable costs, expenses, attorneys'\nfees and disbursements, accountants' fees and disbursements, fees and\ndisbursements of financial and technical advisors and all other sums expended or\nincurred by the Collateral Agent in connection with the exercise of any duty,\nobligation, right, power, option, privilege or remedy under this Agreement,\nincluding, without limitation, in connection with (i) the protection or\npreservation of any Collateral, (ii) any action, litigation or proceeding\nrelating to any of the Collateral, and (iii) the foreclosure on, and acquisition\nor sale of, the Collateral or any portion thereof.\n\n         'INDENTURE DEFAULT' means 'Event of Default' as defined in the\nIndenture.\n\n         'INTERIM RESERVE' means an amount equal to all scheduled payments of\ninterest on the Notes due and payable on or prior to June 15, 1998.\n\n         'LIQUIDATION PROCEEDS' means all cash or other property received by the\nCollateral Agent (without making any deduction for Enforcement Expenses) which\nrepresents proceeds from the sale or other disposition of any of the Collateral.\n\n         'NOTEHOLDER' means the registered holder of any Note pursuant to the\nterms thereof and the Indenture.\n\n         'PAYMENT DATE' means any date on which interest on the Notes is due and\npayable.\n\n         'PRC' means the Peoples's Republic of China.\n\n         'SECURED PARTY' means the Trustee, acting for the benefit of the\nNoteholders, the Trustee in its individual capacity and the Collateral Agent, as\ntheir respective interests may appear.\n\n         'SECURITY INTEREST' means the Lien on and security interest in the\nCollateral granted pursuant to Section 2.01(a).\n\n         'TERMINATION DATE' means the earlier of (i) the date on which all\namounts payable on the Notes and pursuant to the Indenture and this Agreement\nhave been paid in full and (ii) the date on which the Company shall have\nsatisfied the provisions of Section 7.03 or 7.04 of the Indenture.\n\n         'U.S.' or 'UNITED STATES' means the United States of America.\n\n         'UNCERTIFICATED U.S. GOVERNMENT SECURITY' means any Dollar Permitted\nInvestment which is issued in the form of an entry made on the records of a\nFederal Reserve Bank.\n\n         SECTION 1.02. OTHER DEFINITIONS.\n\n<font size=\"2\">         TERMS                                              DEFINED IN SECTION\n         -----                                              ------------------\n\n\n\n         Collateral......................................................2\n\n         Collateral Agent.........................................Preamble\n\n         Company..................................................Preamble\n\n         Debt Service Reserve Account..............................3.01(a)\n\n         Dollar Permitted Investments.................................3.04\n\n         Indenture................................................Recitals\n\n         Maturing Securities..........................................3.04\n\n         Notes....................................................Recitals\n\n         Notices......................................................8.05\n\n         Secured Obligations..........................................2.03\n\n         Secured Party's Interest.....................................2.03\n\n         Special Proceeds Account..................................3.01(b)\n\n         Trustee..................................................Recitals\n\n         SECTION  1.03.   GENERIC  TERMS.   The  terms  'hereof,'   'herein'  or\n<\/font>'hereunder,' unless otherwise modified by more specific  reference,  shall refer\nto this Agreement in its entirety.  Unless otherwise  indicated in context,  the\nterms  'Article'  or  'Section'  shall  refer to an  Article  or Section of this\nAgreement.  The definition of a term shall include the singular, the plural, the\npast, the present, the future, the active and the passive forms of such term.\n\n\n                                    ARTICLE 2\n\n                                 THE COLLATERAL\n\n         SECTION 2.01.  GRANT OF SECURITY INTEREST IN THE COLLATERAL\n\n         (a) In order to secure the full and punctual payment of, and the\nperformance of all of the Secured Obligations, the Company hereby assigns,\ngrants, pledges, transfers and conveys to the Collateral Agent, for the benefit\nof the Secured Party, on behalf of the Noteholders, all of its right, title and\ninterest, including, to the fullest extent permitted by law, all rights, powers\nand options (but none of the obligations, except to the extent required by law)\nin and to, and hereby grants to the Collateral Agent, for the benefit of the\nSecured Party, on behalf of the Noteholders, a lien on, and security interest\nin, all of such party's right, title and interest in and to the following assets\n(all being collectively referred to as the 'Collateral'):\n\n                   (i) the Collateral Accounts and all amounts on deposit\n         therein at any time, including all amounts deposited therein on the\n         Closing Date;\n\n                   (ii)all of the Company's right, title and interest in and to\n         investments (including Dollar Permitted Investments) made with proceeds\n         of the property described in clause (i) above or made with amounts on\n         deposit in the Collateral Accounts; and\n\n                   (iii) all distributions, revenues, products, substitutions,\n         benefits, profits and proceeds, in whatever form, of any of the\n         foregoing including, without limitation, any monies, agreements or\n         securities received by the Collateral Agent in accordance with Section\n         7.02 or 7.03 of the Indenture.\n\n         (b) In order to effectuate the provisions and purposes of this\nAgreement, including the perfection of the Security Interest in the Collateral\ngranted pursuant to Section 2.01(a), the Company shall take such steps as are\nnecessary or reasonably requested by the Collateral Agent or the Secured Party\nfor the preservation, protection, perfection, maintenance or continuation of\nsuch Security Interest, including, but not limited to, the execution and filing\nof appropriate financing statements or notices regarding the granting of a Lien\non the Collateral in the United States, Hong Kong, the PRC or Bermuda.\n\n         SECTION 2.02. PRIORITY. The Company intends the Security Interest in\nfavor of the Secured Party to be prior to all other Liens in respect of the\nCollateral and will take all actions necessary to obtain and maintain, in favor\nof the Collateral Agent, for the benefit of the Secured Party, a first priority\nlien on, and a first priority perfected security interest in, the Collateral.\nSubject to the provisions hereof specifying the rights and powers of the Secured\nParty from time to time to control certain specified matters relating to the\nCollateral, the Secured Party shall have all of the rights, remedies and\nresources with respect to the Collateral afforded a secured party under the\nUniform Commercial Code of the State of New York and all other applicable law in\naddition to, and not in limitation of, the other rights, remedies and recourse\ngranted to the Secured Party by this Agreement or any other law relating to the\ncreation and perfection of liens on, and security interests in, the Collateral.\n\n         SECTION 2.03. THE SECURED PARTY'S INTEREST. The 'Secured Party's\nInterest' shall mean the interest of the Trustee in the Collateral, to secure\nthe full and punctual payment of all amounts from time to time owing by the\nCompany to the Noteholders, the Trustee and the Collateral Agent, and the\nperformance by the Company of all of its other obligations from time to time\nowing to the Noteholders, the Trustee, and the Collateral Agent under this\nAgreement, the Notes and the Indenture (collectively, the 'Secured Obligations')\nincluding, without duplication, the following:\n\n         (a) the payment of the principal of the Notes, together with all\ninterest and Additional Amounts, if any, thereon and any other amounts payable\nwith respect thereto as provided therein or in the Indenture;\n\n         (b) the payment of all other amounts payable to, and the performance of\nall other obligations owing to, the Noteholders, the Trustee and the Collateral\nAgent pursuant to the terms of this Agreement, the Notes and the Indenture,\nincluding, without limitation, all reasonable costs, expenses, attorneys' fees\nand disbursements, accountants' fees and disbursements and other sums, fees and\ndisbursements expended or incurred by the Trustee or any of its officers,\ndirectors, employees or agents (including the Collateral Agent) in connection\nwith the exercise by the Trustee or any such officers, directors, employees or\nagents, pursuant to this Agreement, the Notes or the Indenture, of any duty,\nobligation, right, power, option, privilege or remedy as collateral assignee of\nthe Collateral, hereunder or under the Notes, to the extent not previously\nrecovered by the Trustee, including, without limitation, all reasonable\nattorneys' fees and expenses and all other reasonable and necessary amounts paid\nor advanced from time to time by the Trustee or any of its agents (A) in\nconnection with (1) the protection or preservation of the Security Interest, (2)\nthe enforcement of any rights or remedies hereunder or under the Notes and (3)\nany action, litigation or proceeding relating to this Agreement or the Notes, or\nthe Collateral or any portion thereof; and (B) by reason of or in connection\nwith the acquisition, ownership or sale of the Collateral or any portion\nthereof.\n\n         The Secured Party's Interest, and all right, title and interest of the\nSecured Party in, to and under the Collateral and this Agreement shall continue\nuntil terminated pursuant to Section 2.07.\n\n         Section 2.04. No Transfer of Duties. The Security Interest is granted\nas security only and shall not impose any obligation on the Secured Party or the\nCollateral Agent to perform or observe any term, covenant, condition or\nagreement of the Company herein or with respect to any of the Collateral or\nimpose any liability on the Secured Party or the Collateral Agent for any act or\nomission on the part of the Company relating hereto or thereto or for any breach\nof any representation or warranty on the part of the Company contained herein or\ntherein or made in connection herewith or therewith.\n\n         SECTION 2.05. PERFECTION OF SECURITY INTEREST.\n\n         (a) Upon each investment of funds in the Collateral Accounts in Dollar\nPermitted Investments which consist of Uncertificated U.S. Government\nSecurities, the Collateral Agent shall cause such Uncertificated U.S. Government\nSecurities to be held by the Collateral Agent as Collateral under this\nAgreement.\n\n         (b) Upon each investment of funds in the Collateral Accounts in Dollar\nPermitted Investments other than Uncertificated U.S. Government Securities or\nsecurities which have been deposited with an Approved Depositary, the Collateral\nAgent shall (i) cause the securities or other instruments evidencing such Dollar\nPermitted Investments (A) in the case of instruments, to be issued in the name\nof the Collateral Agent or its nominee and (B) to be delivered to the Collateral\nAgent either in suitable form for transfer by delivery or accompanied by duly\nexecuted instruments of transfer or assignment in blank, with signatures\nappropriately guaranteed, to be held by the Collateral Agent as Collateral under\nthis Agreement, and (ii) in the case of any Dollar Permitted Investment\ndescribed in clause (c) of the definition thereof, (A) cause the securities\nunderlying such obligation to be delivered to the Collateral Agent either in\nsuitable form for transfer by delivery or accompanied by duly executed\ninstruments of transfer or assignment in blank, with signatures appropriately\nguaranteed, to be held by the Collateral Agent as Collateral under this\nAgreement, and (B) notify the counterparty to such obligation that such\nobligation is subject to the Lien of this Agreement.\n\n         (c) Upon each investment of funds in the Collateral Accounts in Dollar\nPermitted Investments which have been deposited with an Approved Depositary, the\nCollateral Agent shall cause the Approved Depositary to make appropriate entries\nto the account of the Collateral Agent on the books of such Approved Depositary\nto reflect the transfer of all securities which have been deposited with such\nApproved Depositary to the Collateral Agent and to deliver to the Collateral\nAgent a written confirmation of the book-entry transfer of such securities into\nsuch account, to be held by the Collateral Agent as Collateral under this\nAgreement.\n\n         (d) If required for the validity or perfection of the Security Interest\nherein, on or prior to the Closing Date, the Company shall file in Bermuda any\nregistration statements that are necessary in connection with the execution and\ndelivery of this Agreement and the granting and perfection of the Security\nInterest hereunder. The Company shall promptly notify the Collateral Agent of\nany filings made pursuant to this Section 2.05(d) and deliver to the Collateral\nAgent copies of such filings pursuant to the notice provisions set forth in\nSection 8.05.\n\n         SECTION 2.06. MAINTENANCE OF COLLATERAL.\n\n         (a) SAFEKEEPING BY THE COLLATERAL AGENT. The Collateral Agent agrees to\nmaintain all Collateral received by it and all records and documents relating\nthereto at the office of the Collateral Agent specified in Section 8.05. The\nCollateral Agent shall keep all Collateral and documentation related thereto in\nits possession separate and apart from all other property that it is holding in\nits possession and from its own general assets and shall maintain accurate\nrecords pertaining to the Dollar Permitted Investments, the Collateral Accounts\nand all other Collateral in such a manner as shall enable the Secured Party and\nthe Company to verify the accuracy of such record keeping. The Collateral\nAgent's books and records shall at all times show that the Collateral in its\npossession is held by the Collateral Agent as agent of the Secured Party and is\nnot the property of the Collateral Agent. The Collateral Agent will promptly\nreport to the Trustee and the Company any failure on its part to hold the\nCollateral as provided in this subsection 2.06(a) and will promptly take\nappropriate action to remedy any such failure.\n\n         (b) ACCESS. The Collateral Agent shall permit each of the Company and\nthe Trustee, or its duly authorized representatives, attorneys, auditors or\ndesignees, to inspect the Collateral in the possession of or otherwise under the\ncontrol of the Collateral Agent pursuant hereto at such reasonable times during\nnormal business hours as the Company or the Trustee may reasonably request with\nprior written notice.\n\n         SECTION 2.07. TERMINATION DATE AND RELEASE OF RIGHTS. On the\nTermination Date, the rights, remedies, powers, duties, authority and\nobligations conferred on the Collateral Agent and the Secured Party pursuant to\nthis Agreement shall terminate and be of no further force and effect, and all\nrights, remedies, powers, duties, authority and obligations of the Collateral\nAgent and the Secured Party with respect to the Collateral shall be\nautomatically released. On the Termination Date, the Collateral Agent and the\nTrustee will, at the expense of the Company, (i) execute such instruments of\ntransfer and release, in recordable form if necessary, in favor of the Company\nas the Company may reasonably request, (ii) deliver any Collateral in its\npossession to the Company or its designee, and (iii) otherwise transfer and\nrelease the lien of this Agreement and transfer and release and deliver to the\nCompany or its designee the Collateral.\n\n\n                                    ARTICLE 3\n\n                             THE COLLATERAL ACCOUNTS\n\n         SECTION 3.01.  ESTABLISHMENT OF THE COLLATERAL ACCOUNTS.\n\n         (a) DEBT SERVICE RESERVE ACCOUNT. The Collateral Agent shall, on or\nprior to the Closing Date, establish, in the Borough of Manhattan, The City and\nState of New York, a segregated account, which shall be an Eligible Account,\ndesignated 'Debt Service Reserve Account - Bankers Trust Company, as Collateral\nAgent under the Security Agreement dated as of December 19, 1996 with AES China\nGenerating Co. Ltd., et al.' (the 'Debt Service Reserve Account').\n\n         The Collateral Agent shall not commingle funds in the Debt Service\nReserve Account with any other moneys and shall hold all moneys deposited from\ntime to time in the Debt Service Reserve Account and all investments made with\nsuch moneys as part of the Collateral.\n\n         (b) SPECIAL PROCEEDS ACCOUNT. Prior to the delivery to it by the\nCompany of any Special Proceeds, the Collateral Agent shall establish, in the\nBorough of Manhattan, The City and State of New York, a segregated account,\nwhich shall be an Eligible Account, designated 'Special Proceeds Account\n-Bankers Trust Company, as Collateral Agent under the Security Agreement dated\nas of December 19, 1996 with AES China Generating Co. Ltd., et al.' (the\n'Special Proceeds Account').\n\n         The Collateral Agent shall not commingle funds in the Special Proceeds\nAccount with any other moneys and shall hold all moneys deposited in the Special\nProceeds Account and all investments made with such moneys as part of the\nCollateral.\n\n         SECTION 3.02. DEPOSITS IN THE COLLATERAL ACCOUNTS.\n\n         (a) On the Closing Date, the Company shall transfer to the Collateral\nAgent for deposit by the Collateral Agent in the Debt Service Reserve Account an\namount equal to the Interim Reserve and the Debt Payment Reserve. Thereafter,\nthe Collateral Agent shall deposit in the Debt Service Reserve Account all\ninterest, principal and premium payments from Dollar Permitted Investments made\nby the Collateral Agent with respect to the Collateral held in the Debt Service\nReserve Account.\n\n         (b) The Company shall transfer an amount equal to Special Proceeds to\nthe Collateral Agent for deposit in the Special Proceeds Account. If the Company\nreceives any Special Proceeds, such proceeds shall be deemed to have been\nreceived in trust for the benefit of the Collateral Agent and shall be\ntransferred to the Collateral Agent for deposit in the Collateral Accounts as\nsoon as practicable. Thereafter, the Collateral Agent shall deposit in the\nSpecial Proceeds Account all interest, principal and premium payments from\nDollar Permitted Investments made by the Collateral Agent with respect to the\nCollateral held in the Special Proceeds Account.\n\n         SECTION 3.03. MAINTENANCE OF THE DEBT SERVICE RESERVE ACCOUNT. From the\nClosing Date until June 15, 1998, the Company shall maintain on deposit with the\nCollateral Agent an amount in the Debt Service Reserve Account in Dollars at\nleast equal to the sum of (i) the Interim Reserve, less the aggregate amount of\ninterest paid to Holders on all prior Interest Payment Dates, and (ii) the Debt\nPayment Reserve. After June 15, 1998, and on or prior to the Stated Maturity of\nthe Notes, the Company shall be required to maintain on deposit in the Debt\nService Reserve Account an amount in Dollars at least equal to the Debt Payment\nReserve except that if funds in the Debt Service Reserve Account have been\nwithdrawn by the Collateral Agent and paid to the Trustee to pay interest due on\nany Interest Payment Date, the Company shall have a period of 90 days after any\nInterest Payment Date to make additional deposit into the Debt Service Reserve\nAccount such that the balance on deposit therein is at least equal to the Debt\nPayment Reserve.\n\n         SECTION 3.04. INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS.\n\n         (a) So long as no Indenture Default shall have occurred and be\ncontinuing, all funds in the Collateral Accounts shall be invested and\nreinvested by the Collateral Agent in Dollar Permitted Investments in accordance\nwith written instructions given to the Collateral Agent by the Company or, in\nthe absence of such instructions, in the types of obligations as set forth in\nclause (a) of the definition of 'Dollar Permitted Investments' in the Indenture,\nprovided, however, that if any Indenture Default shall have occurred and be\ncontinuing, the Collateral Agent shall invest funds in the Collateral Accounts\nin Dollar Permitted Investments only in accordance with the written instructions\nof the Trustee. If no written direction with respect to the Collateral Accounts\nis received by the Collateral Agent during any period in which an Indenture\nDefault has occurred and is continuing, investment of funds in the Collateral\nAccounts shall be made in the types of Dollar Permitted Investments that were\nheld by the Collateral Agent immediately prior to the occurrence of such\nIndenture Default. All income or other gain from the investment of moneys\ndeposited in each Collateral Account shall be deposited in such Collateral\nAccount immediately upon receipt, and any loss resulting from the investment of\nmoneys deposited in either Collateral Account shall be charged to such\nCollateral Account. Each investment made in the Debt Service Reserve Account\npursuant to this Section 3.04(a) on any date shall mature not later than the\nPayment Date next succeeding the day such investment is made; provided, that if,\non the date of any investment, the Collateral Agent holds in the Debt Service\nReserve Account Dollar Permitted Investments maturing not later than the next\nsucceeding Payment Date ('Maturing Securities') and the aggregate principal and\ninterest payable on such Maturing Securities would be sufficient to pay all\namounts due on the Secured Obligations on such Payment Date, the Collateral\nAgent shall invest any remaining funds in the Debt Service Reserve Account in\nDollar Permitted Investments which mature not later than the next succeeding\nPayment Date for which Maturing Securities are insufficient to pay all amounts\nthen due on the Secured Obligations.\n\n         (b) Prior to or contemporaneously with the making of any investment\npursuant to Section , the Collateral Agent shall take such steps as may be\nnecessary to comply with the applicable provisions of Section 2.05.\n\n         SECTION 3.05. GENERAL PROVISIONS REGARDING THE COLLATERAL ACCOUNTS.\n\n         (a) Promptly upon the establishment (initially or upon any relocation)\nof the Debt Service Reserve Account and the Special Proceeds Account, the\nCollateral Agent shall advise the Company and the Trustee in writing of the name\nof the officer of such depository institution who is responsible for overseeing\nsuch Collateral Account, the Collateral Account number and the individuals whose\nnames appear on the signature cards for such Collateral Account, if applicable.\n\n         (b) Prior to the deposit of any funds therein pursuant hereto, the\nCompany shall cause each depository institution with which a Collateral Account\nis established (including the Collateral Agent) to execute and deliver to the\nTrustee an irrevocable written agreement, in form and substance satisfactory to\nthe Trustee, waiving, to the extent permitted under applicable law, (i) any\nbanker's or other statutory or similar Lien and (ii) any right of set-off or\nother similar right under applicable law with respect to the Collateral Account\nheld by it and agreeing to notify the Company, the Collateral Agent and the\nTrustee of any charge or claim against or with respect to the Collateral Account\nheld by it. The Collateral Agent shall give the Company and the Trustee prior\nwritten notice of any change in the depositary institution in which any\nCollateral Account is established or in any related Collateral Account\ninformation. Anything herein to the contrary notwithstanding, unless consented\nto by the Trustee in advance and in writing, the Collateral Agent shall not have\nany right to change the depositary institution in which any Collateral Account\nis established.\n\n         (c) On or before each Payment Date, the Collateral Agent shall prepare\na collateral report containing a description of the Collateral and setting forth\nin reasonable detail the principal balance, as of the last day of the\nimmediately preceding month, of the Dollar Permitted Investments and shall\nfurnish copies of such report to the Trustee and the Company.\n\n         (d) If at any time either Collateral Account ceases to be an Eligible\nAccount, the Collateral Agent shall establish, in accordance with the\nrequirements of Section, a successor Collateral Account thereto which shall be\nan Eligible Account at a depository institution acceptable to the Trustee.\n\n         (e) Any investment of funds in the Collateral Accounts shall be made in\naccordance with Section in the name of the Collateral Agent or in the name of\nany nominee of the Collateral Agent. Subject to the other provisions hereof, the\nCollateral Agent shall have sole control over each such investment and the\nincome thereon, and any certificate or other instrument evidencing any such\ninvestment, if any, shall be delivered directly to the Collateral Agent,\ntogether with each document of transfer, if any, necessary to transfer title to\nsuch investment to the Collateral Agent in a manner which complies with Section\n2.05 and this section 3.05.\n\n         (f) All moneys on deposit in the Collateral Accounts, together with any\nDollar Permitted Investments in which such moneys may be invested or reinvested,\nand any gains from such investments, shall constitute Collateral hereunder\nsubject to the Security Interest of the Collateral Agent for the benefit of the\nSecured Party.\n\n         (g) Subject to Section 7.03, the Collateral Agent shall not be liable\nfor any loss on any Dollar Permitted Investment, except for losses attributable\nto the failure of the Collateral Agent to comply with its obligations hereunder\nor to make payments on Dollar Permitted Investments as to which the Collateral\nAgent, in its commercial capacity, is obligated.\n\n         SECTION 3.06. DISTRIBUTIONS FROM THE DEBT SERVICE RESERVE ACCOUNT.\nUnless an Indenture Default shall have occurred and be continuing, on each\nPayment Date, the Collateral Agent shall withdraw and distribute funds from the\nDebt Service Reserve Account in the following priorities:\n\n         FIRST, the Collateral Agent shall transfer to the Trustee in accordance\n         with Section an amount equal to the amount of interest due and payable\n         on the Notes on such Payment Date; provided that on each Payment Date\n         after June 15, 1998, the Collateral Agent shall only transfer such\n         amount if and to the extent it has received notice from the Trustee\n         that the Trustee has not received an amount from the Company that is\n         sufficient to pay the full amount of interest payable on such Payment\n         Date.\n\n         SECOND, the Collateral Agent shall transfer to the Trustee in\n         accordance with Section for release to the Company any amounts held by\n         the Collateral Agent in excess of the amounts required to be held by\n         the Collateral Agent pursuant to Section.\n\n\n         SECTION 3.07. DISTRIBUTION FROM THE SPECIAL PROCEEDS ACCOUNT. In the\nevent of a Special Proceeds Offer, the Collateral Agent shall transfer to the\nTrustee in accordance with Section all funds in the Special Proceeds Account for\napplication by the Trustee in accordance with and subject to the provisions of\nSection 3.12 and Article 10 of the Indenture.\n\n\n                                    ARTICLE 4\n\n                            COVENANTS OF THE COMPANY\n\n         SECTION 4.01. PRESERVATION OF COLLATERAL. Subject to the rights, powers\nand authorities granted to the Collateral Agent and the Secured Party in this\nAgreement, the Company shall take such action as is necessary with respect to\nthe Collateral in order to preserve, maintain and service such Collateral and to\npermit (subject to the rights of the Secured Party) the Collateral Agent to\nperform its obligations with respect to such Collateral as provided herein. The\nCompany will do, execute, acknowledge and deliver, or cause to be done,\nexecuted, acknowledged and delivered, such instruments of transfer or take such\nother steps or actions as may be necessary, or reasonably required by the\nTrustee, to perfect the Security Interest granted hereunder in the Collateral,\nto ensure that such Security Interest rank prior to all other Liens and to\npreserve the priority of such Security Interest and the validity and\nenforceability thereof. Upon a delivery or substitution of Collateral, the\nCompany shall, to the fullest extent possible, take such actions as are\nnecessary and appropriate and that may be taken by the Company to create for the\nbenefit of the Collateral Agent a valid first priority security interest in the\nCollateral so delivered and to deliver such Collateral to the Collateral Agent,\nfree and clear of any other Lien, together with satisfactory assurances thereof,\nand to pay any reasonable costs incurred by the Secured Party, the Collateral\nAgent, the Company (including its agents) or otherwise in connection with such\ndelivery.\n\n         SECTION 4.02. OPINIONS AS TO COLLATERAL. Not more than 90 days nor less\nthan 30 days prior to each date on which the Company proposes to take any action\ncontemplated by Section 4.06, the Company shall, at its own cost and expense,\nfurnish to the Trustee and the Collateral Agent an Opinion of Counsel either (i)\nstating that, in the opinion of such counsel, such action has been taken with\nrespect to the recording, filing, rerecording, amendment and refiling of this\nAgreement, any supplements and any other requisite documents and with respect to\nthe execution, filing, refiling or amendment of any financing statements and\ncontinuation statements as are necessary to perfect, maintain and protect the\nSecurity Interest of the Collateral Agent, on behalf of the Secured Party, in\nthe Collateral against all creditors of and purchasers from the Company, and\nthat such security Interest shall remain valid, effective and of a first\npriority, and reciting the details of such action, or (ii) stating that, in the\nopinion of such counsel, no such action is necessary to maintain such perfected\nSecurity Interest. Such Opinion of Counsel shall describe each recording,\nfiling, rerecording, amendment and refiling of this Agreement, any supplements\nand any other requisite documents and the execution and filing or refiling as\namended of any financing statements and continuation statements that will, in\nthe opinion of such counsel, be required to perfect, maintain and protect the\nSecurity Interest of the Collateral Agent, on behalf of the Secured Party for a\nperiod, if applicable, specified in the Opinion, continuing until a date not\nearlier than 18 months from the date of such Opinion.\n\n         SECTION 4.03. NOTICES. In the event the Company acquires knowledge of\nthe occurrence and continuance of any Indenture Default or any event which, with\nthe giving of notice or lapse of time, or both, would become an Indenture\nDefault, the Company shall immediately give written notice thereof to the\nCollateral Agent and the Trustee, setting forth the details thereof and the\naction which the Company is taking or proposes to take with respect thereto.\n\n         SECTION 4.04. WAIVER OF STAY OR EXTENSION LAWS; MARSHALING OF ASSETS.\nThe Company covenants, to the fullest extent permitted by applicable law, that\nit will not at any time insist on, plead, or in any manner whatsoever claim or\ntake the benefit or advantage of, any appraisement, valuation, stay, extension\nor redemption law wherever enacted, now or at anytime hereafter in force, in\norder to prevent or hinder the enforcement of this Agreement or any sale of the\nCollateral or any part thereof, or the possession thereof by any purchaser at\nany sale under Article 7; and the Company, to the fullest extent permitted by\napplicable law, for itself and all who may claim under it, hereby waives the\nbenefit of all such laws, and covenants that it will not hinder, delay or impede\nthe execution of any power herein granted to the Secured Party or the Collateral\nAgent, but will suffer and permit the execution of every such power as though no\nsuch law had been enacted. The Company, for itself and all who may claim under\nit, waives, to the fullest extent permitted by applicable law, all right to have\nthe Collateral marshaled upon any foreclosure or other disposition thereof.\n\n         SECTION 4.05. NONINTERFERENCE, ETC. The Company shall not (i) waive or\nalter any of its rights under the Collateral (or any agreement or instrument\nrelating thereto) without the prior written consent of the Trustee; or (ii) fail\nto pay any tax, assessment, charge or fee levied or assessed against the\nCollateral, or fail to defend any action, if such failure to pay or defend may\nbe reasonably likely to adversely affect the priority or enforceability of the\nCompany's right, title or interest in and to the Collateral or the Collateral\nAgent's Security Interest in the Collateral.\n\n         SECTION 4.06.  COMPANY CHANGES\n\n         (a) CHANGE IN NAME, STRUCTURE, ETC. The Company shall not change its\nname, identity, or corporate or legal structure in any manner unless, prior to\nsuch change, such party shall have effected any necessary or appropriate\nrecordations of assignments or amendments thereto and filings of financing\nstatements or amendments thereto and shall have delivered to the Collateral\nAgent and the Trustee an Opinion of Counsel of the type described in Section\n4.02.\n\n         (b) RELOCATION OF COMPANY. The Company shall give the Trustee and the\nCollateral Agent at least 15 Business Days prior written notice of any\nrelocation of its principal executive office. If the Company relocates (i) its\nprincipal executive office or principal place of business from Beijing, PRC, or\n(ii) the locations where it keeps or holds any Collateral from New York, New\nYork or any records relating to any Collateral from Beijing, PRC, it shall give\nprior notice thereof to the Trustee and the Collateral Agent in accordance with\nSection 8.05 and shall effect whatever appropriate recordations and filings are\nnecessary and shall provide an Opinion of Counsel to the Trustee and the\nCollateral Agent, to the effect described in Section 4.06.\n\n                                    ARTICLE 5\n\n                 REMEDIES ON OCCURRENCE OF AN INDENTURE DEFAULT\n\n         SECTION 5.01. LIQUIDATION AND SALE OF COLLATERAL. If an Indenture\nDefault has occurred and is continuing:\n\n         (a) The Trustee may exercise any and all Collateral Management Rights\nand, in connection therewith, in its sole discretion, may elect to preserve all\nor part of the Collateral and direct the Collateral Agent to collect and convert\ninto cash all or any part of the Collateral. If the Trustee directs the\nCollateral Agent to collect and convert into cash all or any part of the\nCollateral, the Collateral Agent shall sell, assign and deliver for cash the\nwhole or any part of the Collateral for cash, at public or private sale, in such\nmanner and upon such terms and conditions as the Trustee shall have directed in\nwriting; provided that, prior to any such sale, the Collateral Agent, on behalf\nof the Secured Party, shall have given notice to the Company that it has been\ndirected by the Trustee to liquidate all or any part of the Collateral and shall\nhave given such other notices and taken such other steps as the Trustee has\nadvised the Collateral Agent in writing or as are required by law or regulation\nto be given or taken prior to the sale of such property. Any sale shall be\nconducted in a commercially reasonable manner. To the extent permitted by\napplicable law, the Collateral Agent shall be authorized at any sale made under\nthis Section 5.01 (if the Trustee deems it advisable and directs the Collateral\nAgent to do so) to restrict the prospective bidders or purchasers to Persons to\nwhom such sale may be made without registration under any applicable securities\nlaws. The Trustee and the Collateral Agent shall be entitled to obtain from the\nCompany all records and documentation in the possession of the Company\npertaining to any Collateral. Upon consummation of any such sale, the Trustee,\nor the Collateral Agent acting on behalf of and at the direction of the Trustee,\nshall have the right to assign, transfer, endorse and deliver to the purchaser\nor purchasers thereof, free and clear of any Lien, the Collateral, or any\nportion thereof or any interest therein, so sold. To facilitate the foregoing,\nthe Company hereby irrevocably appoints and empowers the Trustee and the\nCollateral Agent, or either one acting alone, as its agents and\nattorneys-in-fact, with full power of substitution, for the purpose of\nexecuting, assigning and delivering and doing all things necessary to transfer\ntitle to the Collateral, or any part thereof, in connection with a sale thereof\npursuant hereto. Each purchaser at any such sale shall hold the property\npurchased by it absolutely free from any claim or right on the part of the\nCompany and the Secured Party; and the Company hereby irrevocably waives, to the\nfullest extent permitted by applicable law, all rights of redemption, stay,\nmarshaling of assets or appraisal that the Company now has or may at any time in\nthe future have under applicable law or statute now existing or hereafter\nenacted.\n\n         (b) In the event of any sale, collection, conversion or other\ndisposition into cash of the Collateral, or any part thereof, after deducting\nany actual costs and expenses incurred in connection with any such disposition,\nthe Collateral Agent shall distribute the proceeds thereof to the Trustee for\ndistribution in accordance with the priorities set forth in the Indenture.\n\n         (c) The Collateral Agent and the Trustee, as the case may be, may\nexercise the powers and rights granted by this Section 5.01, without notice or\ndemand to the Company, except as provided in Section 5.01(a).\n\n         SECTION 5.02. WAIVER OF AN INDENTURE DEFAULT. The Trustee, as Secured\nParty, shall have the sole right to give effect hereunder to any waiver of an\nIndenture Default pursuant to Section 5.04 of the Indenture by means of a\nwriting setting forth the terms, conditions and extent of such waiver, signed by\nsuch Secured Party and delivered to the Collateral Agent and the Company. Any\nsuch writing shall be binding on the Collateral Agent. Unless such writing\nexpressly provides to the contrary, the effect of any such writing shall extend\nonly to the specified event or occurrence which gave rise to the Indenture\nDefault so waived and not to any other similar event or occurrence which occurs\nsubsequent to the date of such waiver.\n\n         SECTION 5.03. RESTORATION OF RIGHTS AND REMEDIE. If the Collateral\nAgent or the Secured Party has instituted a proceeding to enforce any right or\nremedy under this Agreement, and such proceeding has been discontinued or\nabandoned for any reason or has been determined adversely to the Collateral\nAgent or the Secured Party, then and in every such case the Company, the\nCollateral Agent and the Secured Party shall, subject to any determination in\nsuch proceeding, be restored severally and respectively to their former\npositions hereunder, and thereafter all rights and remedies of the Collateral\nAgent and the Secured Party hereunder shall, subject to any determination in\nsuch proceeding, continue as though no such proceeding had been instituted.\n\n         SECTION 5.04. NO REMEDY EXCLUSIVE. No right or remedy herein conferred\non or reserved to the Collateral Agent or the Secured Party hereunder is\nintended to be exclusive of any other right or remedy, and every right or remedy\nshall, to the extent permitted by law, be cumulative and in addition to every\nother right and remedy given hereunder or now or hereafter existing at law, in\nequity or otherwise; and each and every right, power and remedy, whether\nspecifically herein given or otherwise existing, may be exercised from time to\ntime and as often and in such order as may be deemed expedient by the Collateral\nAgent or the Secured Party, and the exercise of any right, power or remedy shall\nnot be construed to be a waiver of the right to exercise at the same time or\nthereafter any other right, power or remedy.\n\n                                    ARTICLE 6\n\n                                THE SECURED PARTY\n\n         SECTION 6.01. APPOINTMENT. From and after the Closing Date until the\nTermination Date, the Trustee shall be the Secured Party hereunder. No party\ndealing with the Secured Party in connection with the exercise of its rights or\nduties hereunder shall have any obligation to determine the right, power and\nauthority of the Secured Party to exercise such rights or the compliance of such\nexercise with the provisions hereof, and each and every party may conclusively\nrely on the existence of such right, power, authority and compliance.\n\n         SECTION 6.02. SECURED PARTY'S AUTHORIT. The Company hereby irrevocably\nappoints the Secured Party its true and lawful attorney, with full power of\nsubstitution, in the name of the Company, the Secured Party or otherwise, but at\nthe expense of the Company, to the extent permitted by law to exercise, at any\ntime and from time to time while any Indenture Default has occurred and is\ncontinuing, any and all of the following powers with respect to all or any of\nthe Collateral: (i) to demand, sue for, collect, receive and give acquittance\nfor any and all monies due or to become due upon or by virtue thereof, (ii) to\nsettle, compromise, compound, prosecute or defend any action or proceeding with\nrespect thereto, (iii) to sell, transfer, assign or otherwise deal with the same\nor the proceeds thereof, and (iv) to extend the time of payment of any or all\nthereof and to make any allowance or other adjustments with respect thereto;\nprovided that the foregoing powers and rights shall be exercised in accordance\nwith the provisions of Article 5 and Article 7.\n\n         SECTION 6.3. DEGREE OF CARE. Notwithstanding any term or provision of\nthis Agreement, the Secured Party shall incur no liability to the Company for\nany action taken or omitted by the Secured Party in connection with the\nCollateral, except for any gross negligence or wilfull misconduct on the part of\nthe Secured Party. The Secured Party shall be protected and shall incur no\nliability to any such party in relying on the accuracy, acting in reliance on\nthe contents, and assuming the genuineness, of any notice, demand, certificate,\nsignature, instrument or other document believed by the Secured Party to be\ngenuine and to have been duly executed by the appropriate signatory, and (absent\nmanifest error or actual knowledge to the contrary) the Secured Party shall not\nbe required to make any independent investigation with respect thereto. The\nSecured Party shall, at all times, be free independently to establish to its\nreasonable satisfaction the existence or nonexistence, as the case may be, of\nany fact the existence or nonexistence of which shall be a condition to the\nexercise or enforcement of any right or remedy under this Agreement.\n\n                                    ARTICLE 7\n\n                              THE COLLATERAL AGENT\n\n         SECTION 7.01. APPOINTMENT AND POWERS. Subject to the terms and\nconditions hereof, the Secured Party hereby appoints Bankers Trust Company as\nthe Collateral Agent, and Bankers Trust Company hereby accepts such appointment\nand agrees to act as Collateral Agent for the Secured Party, to maintain custody\nand possession of the Collateral and to perform the other duties of the\nCollateral Agent in accordance with the provisions of this Agreement. The\nSecured Party hereby authorizes the Collateral Agent to take such action on its\nbehalf, and to exercise such rights, remedies, powers and privileges hereunder,\nas the Secured Party may direct and as are specifically authorized to be\nexercised by the Collateral Agent by the terms hereof, together with such\nactions, rights, remedies, powers and privileges as are reasonably incidental\nthereto. The Collateral Agent shall act on and in compliance with the\ninstructions of the Secured Party given in accordance with Section 8.05 promptly\nfollowing receipt of such instructions. Receipt of such instructions shall not\nbe a condition to the exercise by the Collateral Agent of its express duties\nhereunder, except where this Agreement provides that the Collateral Agent is\npermitted to act only following and in accordance with such instructions.\n\n         SECTION 7.02. PERFORMANCE OF DUTIES. Subject to the requirements of\nthis Agreement, the Collateral Agent may perform any of its duties hereunder by\nor through agents, shall be entitled to consult with counsel and financial\nadvisors concerning matters pertaining to the agencies hereby created or its\nduties hereunder and shall not be liable for actions taken, or omitted to be\ntaken, in good faith and in accordance with the advice of such counsel or\nfinancial advisors. The Collateral Agent shall have no duties or\nresponsibilities except those expressly set forth in this Agreement or as\ndirected by the Secured Party in accordance with Section 8.05. The Collateral\nAgent shall not be required to take any discretionary actions hereunder, except\n(i) at the direction and expense of the Secured Party given pursuant to Section\n8.05 or (ii) as provided in Article 4 and Sections 3.05 and 3.06. The\nrelationship between the Collateral Agent and the Secured Party is that of agent\nand principal only, and nothing herein shall be deemed to constitute the\nCollateral Agent a trustee for the Secured Party or impose on the Collateral\nAgent any obligations other than those for which express provision is made\nherein.\n\n         SECTION 7.3. LIMITATION ON LIABILITY. Neither the Collateral Agent nor\nthe Secured Party, nor any of their respective directors, officers or employees,\nshall be liable for any action taken or omitted to be taken by it or them\nhereunder, or in connection herewith, except that each of the Collateral Agent\nand the Secured Party shall be liable for its own gross negligence or wilfull\nmisconduct; nor shall the Collateral Agent or the Secured Party be responsible\nfor the validity, effectiveness, value, sufficiency or enforceability against\nthe Company of this Agreement or the Collateral (or any part thereof).\nNotwithstanding any term or provision of this Agreement, the Collateral Agent\nshall incur no liability to the Company for any action taken or omitted by the\nCollateral Agent in connection with the Collateral, except for the negligence or\nwilfull misconduct on the part of the Collateral Agent, and, further, shall\nincur no liability to the Secured Party except for a breach of the terms of this\nAgreement or for gross negligence or wilfull misconduct in carrying out its\nduties to the Secured Party. The Collateral Agent shall be protected and shall\nincur no liability to any such party in relying upon the written instructions of\nthe Secured Party and in relying upon the accuracy, acting in reliance upon the\ncontents, and assuming the genuineness of any notice, demand, certificate,\nsignature, instrument or other document reasonably believed by the Collateral\nAgent to be genuine and to have been duly executed by the appropriate signatory,\nand (absent actual knowledge to the contrary) the Collateral Agent shall not be\nrequired to make any independent investigation with respect thereto. The\nCollateral Agent may consult with qualified counsel, financial advisors or\naccountants and shall not be liable for any action taken or omitted to be taken\nby it hereunder in good faith and in accordance with the advice of such counsel,\nfinancial advisors or accountants. The Collateral Agent shall not be under any\nobligation to exercise any of the remedial rights or powers vested in it by this\nAgreement unless it shall have received reasonable security or indemnity\nsatisfactory to the Collateral Agent against the costs, expenses and liabilities\nwhich might be incurred by it.\n\n         None of the provisions contained in this Agreement shall require the\nCollateral Agent to expend or risk its own funds or otherwise incur personal\nfinancial liability in the performance of any of its duties or in the exercise\nof any of its rights or powers, if there shall be reasonable ground for\nbelieving that the repayment of such funds or adequate indemnity against such\nliability is not reasonably assured to it.\n\n         SECTION 7.04. RELIANCE UPON DOCUMENTS. In the absence of bad faith or\ngross negligence on its part, the Collateral Agent shall be entitled to rely on\nany communication, instrument, paper or other document reasonably believed by it\nto be genuine and correct and to have been signed or sent by the proper Person\nor Persons and shall have no liability in acting, or omitting to act, where such\naction or omission to act is in reasonable reliance upon any statement or\nopinion contained in any such document or instrument.\n\n         SECTION 7.05. SUCCESSOR COLLATERAL AGENT.\n\n         (a) MERGER. Any Person into which the Collateral Agent may be converted\nor merged, or with which it may be consolidated, or to which it may sell or\ntransfer its trust business and assets as a whole or substantially as a whole,\nor any Person resulting from any such conversion, merger, consolidation, sale or\ntransfer to which the Collateral Agent is a party, shall (provided it is\notherwise qualified to serve as the Collateral Agent hereunder) be and become a\nsuccessor Collateral Agent hereunder and be vested with all of the title to and\ninterest in the Collateral and all of the trusts, powers, discretions,\nimmunities, privileges and other matters as was its predecessor without the\nexecution or filing of any instrument or any further act, deed or conveyance on\nthe part of any of the parties hereto, anything herein to the contrary\nnotwithstanding.\n\n         (b) RESIGNATION. The Collateral Agent and any successor Collateral\nAgent may resign only with the prior written consent of the Trustee and shall\ngive not less than 60 days' prior written notice of any such permitted\nresignation by registered or certified mail to the Trustee and the Company;\nprovided, that such resignation shall take effect only upon the date which is\nthe latest of (i) the effective date of the appointment of a successor\nCollateral Agent and the acceptance in writing by such successor Collateral\nAgent of such appointment and of its obligation to perform its duties hereunder\nin accordance with the provisions hereof, (ii) delivery of the Collateral in the\npossession of the Collateral Agent (or its New York agent) to such successor to\nbe held in accordance with the procedures specified in Article 2 and (iii)\nreceipt by the Trustee and the Company of an Opinion of Counsel to the effect\ndescribed in Section 4.02. Notwithstanding the preceding sentence, if by the\ncontemplated date of resignation specified in the written notice of resignation\ndelivered as described above no successor Collateral Agent or temporary\nsuccessor Collateral Agent has been appointed Collateral Agent or becomes the\nCollateral Agent pursuant to Section 7.05(d) below, the resigning Collateral\nAgent may petition a court of competent jurisdiction in Borough of Manhattan,\nThe City of New York, for the appointment of a successor.\n\n         (c) REMOVAL. The Collateral Agent may be removed by the Trustee at any\ntime upon 60 days' notice, with or without cause, by an instrument or concurrent\ninstruments in writing delivered to the Collateral Agent and the Company. A\ntemporary successor may be removed at any time to allow a successor Collateral\nAgent to be appointed pursuant to Section 7.05(d). Any removal pursuant to this\nsubsection 7.05(c) shall take effect only upon the date which is the latest of\n(i) the effective date of the appointment of a successor Collateral Agent and\nthe acceptance in writing by such successor Collateral Agent of such appointment\nand of its obligation to perform its duties hereunder in accordance with the\nprovisions hereof, (ii) delivery of the Collateral in the possession of the\nCollateral Agent to such successor to be held in accordance with the procedures\nspecified in Article 2 and (iii) receipt by the Trustee and the Company of an\nOpinion of Counsel to the effect described in Section 4.02.\n\n         (d) ACCEPTANCE BY SUCCESSOR. Any successor Collateral Agent shall be a\nbank or trust company (i) having its principal office in the Borough of\nManhattan, The City of New York, or in such other jurisdiction as the Secured\nParty may approve and (ii) having a combined capital and surplus of at least\nUS$500,000,000. If such bank or trust company publishes reports of condition at\nleast annually, pursuant to law or to the requirements of a Federal, State or\nDistrict of Columbia supervising or examining authority, then for the purposes\nof this subsection 7.05(d) the combined capital and surplus of such bank or\ntrust company shall be deemed to be its combined capital and surplus as set\nforth in its most recent report of condition so published. The Secured Party\nshall have the sole right to appoint a successor Collateral Agent, subject only\nto the requirements set forth in the preceding sentence and to the approval of\nthe Company, which approval shall not be unreasonably withheld. If the Company\nand the Secured Party shall not have agreed within ten days on the selection of\na successor Collateral Agent, the Secured Party shall have the right to appoint\na temporary successor to act as the Collateral Agent. If by the 90th day after\nappointment of such temporary successor Collateral Agent, the Secured Party and\nthe Company shall have remained unable to agree on the selection of a successor\nCollateral Agent, such temporary successor shall automatically become the\nsuccessor Collateral Agent hereunder. Every temporary or permanent successor\nCollateral Agent appointed hereunder shall execute, acknowledge and deliver to\nits predecessor and to the Trustee and the Company an instrument in writing\naccepting such appointment hereunder; and the relevant predecessor shall\nexecute, acknowledge and deliver such other documents and instruments as will\neffectuate the delivery of all Collateral in the possession of the Collateral\nAgent to the successor Collateral Agent to be held in accordance with the\nprocedures specified in Articles 2 and 3, whereupon such successor, without any\nfurther act, deed or conveyance, shall become fully vested with all the estates,\nproperties, rights, powers, duties and obligations of its predecessor. Such\npredecessor shall, nevertheless, on the written request of the Trustee or the\nCompany, execute and deliver an instrument transferring to such successor all\nthe estates, properties, rights and powers of such predecessor hereunder. Every\npredecessor Collateral Agent shall assign, transfer and deliver all Collateral\nheld by it as Collateral Agent hereunder to its successor as Collateral Agent.\nShould any instrument in writing from the Company be reasonably required by a\nsuccessor Collateral Agent for more fully and certainly vesting in such\nsuccessor the estates properties, rights, powers, duties and obligations vested\nor intended to be vested hereunder in the Collateral Agent, any and all such\nwritten instruments shall, at the request of the temporary or permanent\nsuccessor Collateral Agent, be forthwith executed, acknowledged and delivered by\nthe Company. The designation of any successor Collateral Agent and the\ninstrument or instruments removing any Collateral Agent and appointing a\nsuccessor hereunder, together with all other instruments provided for herein,\nshall be maintained with the records relating to the Collateral and, to the\nextent required by applicable law, filed or recorded by the successor Collateral\nAgent in each place where such filing or recording is necessary to effect the\ntransfer of the Collateral to the successor Collateral Agent or to protect the\nSecurity Interest granted hereunder.\n\n         SECTION 7.06. INDEMNIFICATION. The Company shall indemnify the\nCollateral Agent, its officers, directors, employees and agents for, and hold\nthe Collateral Agent, its officers, directors, employees and agents harmless\nagainst, any claim, loss, liability or reasonable expense (including all\nreasonable costs, expenses, attorneys' fees and disbursements) arising out of or\nin connection with the Collateral Agent's acting as Collateral Agent hereunder,\nexcept such loss, liability or expense as shall result from the negligence or\nwilfull misconduct of the Collateral Agent or its officers, directors, employees\nor agents. The obligation of the Company under this Section 7.06 shall survive\nthe termination of this Agreement and the resignation or removal of the\nCollateral Agent.\n\n         SECTION 7.07. COMPENSATION AND REIMBURSEMENT. The Company agrees (i) to\npay to the Collateral Agent, from time to time, such compensation as may be\nagreed in writing by the Company and the Collateral Agent for all services\nrendered by it hereunder and (ii) to reimburse the Collateral Agent on request\nfor all reasonable expenses, disbursements and advances incurred or made by the\nCollateral Agent in accordance with any provision of, or carrying out its duties\nand obligations under, this Agreement (including the reasonable compensation and\nfees and the reasonable expenses and disbursements of its agents, any\nindependent certified public accountants and counsel retained by it), except any\nexpense, disbursement or advance resulting from the negligence or wilfull\nmisconduct of the Collateral Agent.\n\n         SECTION 7.08. REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT.\nThe Collateral Agent represents and warrants to the Company and to the Secured\nParty as follows:\n\n         (a) DUE ORGANIZATION. The Collateral Agent is a New York banking\ncorporation, duly organized, validly existing and in good standing under the\nlaws of the United States, is duly authorized and licensed under applicable law\nto conduct its business as presently conducted and meets the eligibility\nrequirements set forth in the first sentence of Section 7.05(d).\n\n         (b) CORPORATE POWER. The Collateral Agent has all requisite right,\npower and authority to execute and deliver this Agreement and to perform all of\nits duties hereunder and thereunder.\n\n         (c) DUE AUTHORIZATION. The execution and delivery by the Collateral\nAgent of this Agreement, and the performance by the Collateral Agent of its\nduties hereunder and thereunder, have been duly authorized by all necessary\ncorporate proceedings; and no further approvals or filings, including any\ngovernmental approvals, are required for the valid execution and delivery by the\nCollateral Agent, or the performance by the Collateral Agent, of this Agreement.\n\n         (d) VALID AND BINDING AGREEMENT. The Collateral Agent has duly executed\nand delivered this Agreement and this Agreement constitutes a valid and binding\nobligation of the Collateral Agent, enforceable against the Collateral Agent in\naccordance with its terms, except as (i) such enforceability may be limited by\nbankruptcy, insolvency, reorganization and similar laws relating to or affecting\nthe enforcement of creditors' rights generally and (ii) rights of acceleration\nand the availability of equitable remedies may be limited by equitable\nprinciples of general applicability.\n\n         SECTION 7.09. WAIVER OF SET-OFFS. The Collateral Agent hereby expressly\nwaives any and all rights of set-off that the Collateral Agent may otherwise at\nany time have under applicable law with respect to any Collateral Account and\nagrees that amounts in the Collateral Accounts shall at all times be held and\napplied solely in accordance with the provisions of Article 3 and the other\nprovisions of this Agreement.\n\n                                    ARTICLE 8\n\n                                  MISCELLANEOUS\n\n         SECTION 8.01. FURTHER ASSURANCES. Each party hereto shall take such\naction and deliver such instruments to any other party hereto, in addition to\nthe actions and instruments specifically provided for herein, as may be\nreasonably requested or required to effectuate the purpose or provisions of this\nAgreement or to confirm or perfect any transaction described or contemplated\nherein. Within 20 days after the date hereof, the Company shall (i) take such\nactions and deliver, file and record such instruments as may be necessary to\namend any financing statements relating to the Collateral which do not identify\nthe Secured Party, so that such financing statements identify the Secured Party\nas such and so that the benefits thereof inure to the Secured Party and (ii)\nfurnish to the Secured Party copies of such instruments and evidence of the\nfiling and recording thereof.\n\n         SECTION 8.02. WAIVER. Any waiver by any party of any provision of this\nAgreement or any right, remedy or option hereunder shall only prevent and estop\nsuch party from thereafter enforcing such provision, right, remedy or option if\nsuch waiver is given in writing and only as to the specific instance and for the\nspecific purpose for which such waiver was given. The failure or refusal of any\nparty hereto to insist in any one or more instances, or in a course of dealing,\non the strict performance of any of the terms or provisions of this Agreement by\nany party hereto or the partial exercise of any right, remedy or option\nhereunder shall not be construed as a waiver or relinquishment of any such term\nor provision, but the same shall continue in full force and effect.\n\n         SECTION 8.03. AMENDMENTS. No amendment of this Agreement shall be\neffective unless the same shall have been made or consented to in writing by\neach of the parties hereto.\n\n         SECTION 8.04. SEVERABILITY. In the event that any provision of this\nAgreement or the application thereof to any party hereto or to any circumstance\nor in any jurisdiction governing this Agreement shall, to any extent, be invalid\nor unenforceable under any applicable statute, regulation or rule of law, then\nsuch provision shall be deemed inoperative to the extent that it is invalid or\nunenforceable; and the remainder of this Agreement, and the application of any\nsuch invalid or unenforceable provision to the parties, jurisdictions or\ncircumstances other than to whom or to which it is held invalid or\nunenforceable, shall not be affected thereby, nor shall the same affect the\nvalidity or enforceability of any other provision of this Agreement. The parties\nhereto further agree that the holding by any court of competent jurisdiction\nthat any remedy pursued by the Collateral Agent or the Secured Party hereunder\nis unavailable or unenforceable shall not affect in any way the ability of the\nCollateral Agent or the Secured Party to pursue any other remedy available to\nit.\n\n         SECTION 8.05. NOTICES; PAYMENTS AND TRANSFERS OF FUNDS. (i) All\nnotices, demands, certificates, requests, instructions and communications\nhereunder ('notices') shall be in writing and shall be effective (a) five\nBusiness Days after delivery to an air courier, or (b) on the date personally\ndelivered to an Authorized Officer of the party to which sent, or (c) on the\ndate transmitted by legible facsimile transmission upon written confirmation of\nreceipt and (ii) all payments and transfers of funds made by or on behalf of any\nparty hereto to any other party hereto pursuant to the terms hereof shall be\nmade by delivery of an official bank check in, or wire transfer of, immediately\navailable funds, in all cases addressed and sent to the recipient as follows:\n\n                  If to the Company:\n\n\n\n                          AES China Generating Co. Ltd.\n\n                          9\/F Allied Capital Resources Building\n\n                          32-38 Ice House Street\n\n                          Hong Kong\n\n\n\n                          Attention: Chief Financial Officer\n\n                          Telephone: (852) 2842-5111\n\n                          Facsimile: (852) 2842-1673\n\n                           Wire transfer instructions:\n\n\n\n                  If to the Trustee:\n\n\n\n                          Bankers Trust Company\n\n                          Four Albany Street\n\n                          New York, New York 10006\n\n\n\n                Attention: Corporate Trust and Agency Group\/Debt\n\n                          Adminstration\n\n                          Telephone: (212) 250-6573\n\n                          Facsimile: (212) 250-0933\n\n                           Wire transfer instructions:\n\n\n\n                  If to the Collateral Agent:\n\n\n\n                          Bankers Trust Company\n\n                          Four Albany Street\n\n                          New York, New York 10006\n\n\n                          Attention: Corporate Trust and Agency Group\/Debt\n                                     Adminstration\n\n                          Telephone: (212) 250-6573\n\n                          Facsimile: (212) 250-0933\n\n                           Wire transfer instructions:\n\n\n\n         Any notices or documents sent by facsimile to the Collateral Agent\nshall be promptly followed by an original copy thereof sent by mail. A copy of\neach notice given hereunder to any party hereto shall also be given to each of\nthe other parties hereto. Each party hereto may, by notice given in accordance\nherewith to each of the other parties hereto, designate any further or different\naddress to which subsequent notices shall be sent.\n\n         SECTION 8.06. TERMS OF THIS AGREEMENT. This Agreement shall take effect\non the Closing Date and shall continue in effect until the Termination Date. On\nthe Termination Date, this Agreement shall terminate, all obligations of the\nparties hereunder shall cease and terminate and, subject to Section 2.07, the\nCollateral, if any, held hereunder and not to be used or applied in discharge of\nany obligations of the Company in respect of the Secured Obligations or\notherwise under this Agreement, shall be released to and in favor of the\nCompany, provided that the provisions of Sections 7.06 and 7.07 shall survive\nany termination of this Agreement and the release or transfer of any Collateral\nupon such termination.\n\n         SECTION 8.07. ASSIGNMENT; THIRD-PARTY RIGHTS. This Agreement shall be a\ncontinuing  obligation  of the Company and shall (i) be binding upon the Company\nand its respective  successors and assigns and (ii) be binding upon and inure to\nthe benefit of and be enforceable by the Secured Party and the Collateral Agent,\nand by their respective successors, transferees and assigns. The Company may not\nassign this  Agreement,  or delegate  any of its duties  hereunder,  without the\nprior written consent of the Trustee and the Collateral Agent,  provided that no\nsuch  consent  shall  be  required  in  the  case  of a  merger,  consolidation,\namalgamation or other  transaction  effected in accordance with Article 4 of the\nIndenture.\n\n         SECTION 8.08.  CONSENT OF SECURED PARTY.  In the event that the Secured\nParty's consent is required under the terms hereof,  it is understood and agreed\nthat, except as otherwise provided  expressly herein, the determination  whether\nto grant or withhold  such consent  shall be made solely by the Secured Party in\nits sole discretion.\n\n         SECTION 8.09. TRIAL BY JURY WAIVED. Each of the parties hereto waives,\nto the fullest extent permitted by law, any right it may have to a trial by jury\nin respect of any litigation arising directly or indirectly out of, under or in\nconnection with this Agreement, the Notes or the Indenture or any of the\ntransactions contemplated hereunder or thereunder. Each of the parties hereto\n(a) certifies that no representative, agent or attorney of any other party has\nrepresented, expressly or otherwise, that such other party would not, in the\nevent of litigation, seek to enforce the foregoing waiver and (b) acknowledges\nthat it has been induced to enter into this Agreement, the Notes and the\nIndenture to which it is a party by, among other things, this waiver.\n\n         SECTION 8.10. GOVERNING LAW. This agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York, without regard\nto the principles of conflicts of law thereof.\n\n         SECTION 8.11. CONSENT TO JURISDICTION. The Company hereby irrevocably\nsubmits to the non-exclusive jurisdiction of the United States District Court\nfor the Southern District of New York, any court in the State of New York\nlocated in the city and county of New York, and any appellate court from any\nthereof, in any action, suit or proceeding brought against it and related to or\nin connection with this Agreement, the Notes or the Indenture or the\ntransactions contemplated hereunder or thereunder or for recognition or\nenforcement of any judgment and each of the parties hereto irrevocably and\nunconditionally agrees that all claims in respect of any such suit or action or\nproceeding may be heard or determined in such New York State court or, to the\nextent permitted by law, in such federal court. Each of the parties hereto\nagrees that a final judgment in any such action, suit or proceeding shall be\nconclusive and may be enforced in other jurisdictions by suit on the judgment or\nin any other manner provided by law. To the extent permitted by applicable law,\neach of the parties hereby waives and agrees not to assert by way of motion, as\na defense or otherwise in any such suit, action or proceeding, any claim that it\nis not personally subject to the jurisdiction of such courts, that the suit,\naction or proceeding is brought in an inconvenient forum, that the venue of the\nsuit, action or proceeding is improper or that this Agreement or the subject\nmatter hereof may not be litigated in or by such courts. The Company hereby\nirrevocably appoints and designates The Prentice-Hall Corporation System, Inc.\nhaving an address at the date hereof at 375 Hudson Street, New York, New York\n10014-3660 as its true and lawful attorney and duly authorized agent for\nacceptance of service of legal process. The Company agrees that service of such\nprocess on The Prentice-Hall Corporation System, Inc., shall constitute personal\nservice of such process upon the Company. Nothing contained in this Agreement\nshall limit or affect the rights of any party hereto to serve process in any\nother manner permitted by law or (other than the Company) to commence legal\nproceedings relating to this Agreement against the Company or its property in\nthe courts of any jurisdiction.\n\n         SECTION 8.12. COUNTERPARTS. This Agreement may be executed in two or\nmore counterparts by the parties hereto, and each such counterpart shall be\nconsidered an original and all such counterparts shall constitute one and the\nsame instrument.\n\n         SECTION 8.13. HEADINGS. The headings of sections and paragraphs and the\nTable of Contents contained in this Agreement are provided for convenience only.\nThey form no part of this Agreement and shall not affect its construction or\ninterpretation.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date set forth on the first page hereof. AES CHINA GENERATING CO. LTD.\n\n\n\n\n\n\n\nBy: \/s\/ Jeffrey A. Safford\n   ----------------------------\n        Jeffrey A. Safford\n        Vice President, Chief Financial\n        Officer and Secretary\n\n\nBANKERS TRUST COMPANY,\n\nas Trustee under the Indenture\n\n\n\n\n\n\n\nBy: \/s\/ Dorothy Robinson\n   ----------------------------\n        Dorothy Robinson\n        Assistant Secretary\n\n\n\n\n\n\n\nBANKERS TRUST COMPANY,\n\nas Collateral Agent\n\n\n\n\nBy: \/s\/ Dorothy Robinson\n   ----------------------------\n        Dorothy Robinson\n        Assistant Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6852],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9560,9570],"class_list":["post-41287","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bankers-trust-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41287","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41287"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41287"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41287"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41287"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}