{"id":41328,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/subordinated-insurance-assignment-wuhu-shaoda-electric-power.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"subordinated-insurance-assignment-wuhu-shaoda-electric-power","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/subordinated-insurance-assignment-wuhu-shaoda-electric-power.html","title":{"rendered":"Subordinated Insurance Assignment &#8211; Wuhu Shaoda Electric Power Development Co. Ltd. and AES China Holdings Co. Ltd."},"content":{"rendered":"<pre>\n             WUHU SHAODA ELECTRIC POWER DEVELOPMENT COMPANY LIMITED\n                                   as Borrower\n\n\n\n\n                                       and\n\n\n\n\n                     AES CHINA HOLDINGS COMPANY (L) LIMITED\n                                as Junior Lender\n\n\n\n\n\n\n\n\n\n                        SUBORDINATED INSURANCE ASSIGNMENT\n\n\n\n\n\n\n\n                             CHADBOURNE &amp; PARKE LLP\n                            AMERICAN ATTORNEYS AT LAW\n\n                           SUITE 3704, PEREGRINE TOWER\n                           LIPPO CENTRE, 89 QUEENSWAY\n                                    HONG KONG\n\n                                    CONTENTS\n\n\n<font size=\"2\">Number    Clause Heading                                                   Page\n- ------    --------------                                                   ----\n\n1.        Interpretation.....................................................1\n2.        Assignment of Insurances...........................................2\n3.        Continuing Security................................................3\n4.        Representations and Warranties.....................................3\n5.        Undertakings.......................................................4\n6.        Borrower's Liability...............................................6\n7.        Proceeds of Insurances.............................................6\n8.        Taxes and Other Deductions.........................................7\n9.        Costs, Charges and Expenses........................................7\n10.       Indemnity..........................................................8\n11.       Further Assurance..................................................8\n12.       Power of Attorney..................................................9\n13.       Suspense Account...................................................9\n14.       Waiver and Severability............................................9\n15.       Miscellaneous.....................................................10\n16.       Assignment........................................................11\n17.       Notices...........................................................11\n18.       Governing Law and Jurisdiction....................................12\n19.       Subordinated Security.............................................13\n\n\n\nSchedule 1    Form of Notice................................................14\n<\/font>Schedule 2    Form of Loss Payable and Notice of Cancellation Clause........16\n\n\nExecution Block\n\nTHIS DEED is made on the                  day of                         1996\n                         ----------------        ------------------------\n\n\nBETWEEN:\n\n(1)        WUHU SHAODA ELECTRIC POWER DEVELOPMENT COMPANY LIMITED, an equity\n           joint venture company formed under the Law of the People's Republic\n           of China on Joint Ventures Using Chinese and Foreign Investment, with\n           its registered office at Commercial Office Building, West Huangshan\n           Road, Wuhu, Anhui Province, People's Republic of China (the\n           'Borrower'); and\n\n(2)        AES CHINA HOLDINGS COMPANY (L) LIMITED, a Labuan company of Lot A,\n           Level 3, Wisma Oceanic, Jalan OKK Awang Besar, 87007, Federal\n           Territory of Labuan, Malaysia (the 'Junior Lender').\n\n\nWHEREAS:\n\n(A)        By the AES Loan Agreement (as defined below), the Junior Lender has\n           agreed to make available to the Borrower a term loan facility of up\n           to eighteen million Dollars (US$18,000,000), upon the terms set out\n           therein.\n\n(B)        It is a condition precedent to the Junior Lender making the Facility\n           available to the Borrower that the Borrower enters into this Deed.\n\n\nNOW THIS DEED WITNESSES as follows:\n\n1.         INTERPRETATION\n\n1.01       Definitions and Construction.  In this Deed, unless the context \n           requires otherwise:\n\n           (a)      terms and expressions defined in or construed for the\n                    purposes of the AES Loan Agreement shall have the same\n                    meanings or be construed in the same manner when used in\n                    this Deed;\n\n           (b)      'AES Loan Agreement' means the loan agreement dated --------\n                    1996 and made between the Junior Lender and the Borrower;\n\n           (c)      'Insurances' means all policies or contracts of insurance\n                    which are now or may hereafter be effected in respect of the\n                    Insured Assets or any part thereof (but expressly excluding\n                    any third party liability insurances and any other\n                    insurances arranged solely for the benefit of third parties)\n                    and all benefits and proceeds thereof, including all claims\n                    of whatever nature and returns of premiums;\n\n\n                                       1\n\n\n           (d)      'Insured Assets' means the buildings, plant, equipment,\n                    machinery, spare parts and other assets owned by the\n                    Borrower and used in connection with the Project; and\n\n           (e)      'Junior Secured Indebtedness' means all and any sums\n                    (whether principal, interest, fees or otherwise) which are\n                    or at any time may become payable by the Borrower under the\n                    AES Loan Agreement or any Subordinated Security Document to\n                    which it is a party and all other monies hereby secured.\n\n1.02       Successors and Assigns. The expressions 'Borrower' and 'Junior\n           Lender' shall where the context permits include their respective\n           successors and permitted assigns and any persons deriving title under\n           them.\n\n1.03       AES Loan Agreement. To the extent applicable and required by relevant\n           law, the terms and conditions of the AES Loan Agreement shall be\n           deemed to be incorporated into this Deed by reference and this Deed\n           shall be read and construed as if such terms and conditions had been\n           set out in full herein.\n\n1.04       Miscellaneous. In this Deed, unless the context requires otherwise,\n           references to statutory provisions shall be construed as references\n           to those provisions as replaced, amended, modified or re-enacted from\n           time to time; words importing the singular include the plural and\n           vice versa and words importing a gender include every gender;\n           references to this Deed, the AES Loan Agreement, any other\n           Subordinated Security Document or any other document referred to\n           herein shall be construed as references to such document as the same\n           may be amended or supplemented (provided that any required consent or\n           approval for such amendment or supplement has been obtained) from\n           time to time; unless otherwise stated, references to Clauses are to\n           clauses of this Deed. Clause headings are inserted for reference only\n           and shall be ignored in construing this Deed.\n\n\n2.         ASSIGNMENT OF INSURANCES\n\n2.01       Charge and Assignment. In consideration of the Facility being made\n           available by the Junior Lender to the Borrower upon the terms and\n           conditions of the AES Loan Agreement, the Borrower with full title\n           guarantee assigns and grants to the Junior Lender a third-priority\n           security interest in absolutely all the Borrower's right, title,\n           interest and benefit in and to the Insurances upon the terms herein\n           set out as a continuing security for the due and punctual payment of\n           the Junior Secured Indebtedness and the due and punctual performance\n           and observance by the Borrower of all other obligations of the\n           Borrower contained in the AES Loan Agreement or any Subordinated\n           Security Document to which it is a party. THIS ASSIGNMENT IS\n           SUBORDINATE IN RIGHT TO THE CHARGES CREATED TO SECURE THE OBLIGATIONS\n           OF THE\n\n                                       2\n \n\n\n\n           BORROWER UNDER THE SENIOR LOAN AGREEMENT, AND THE ENFORCEMENT\n           OF THIS ASSIGNMENT SHALL BE LIMITED IN ACCORDANCE WITH THE PROVISIONS\n           OF THE SENIOR SUBORDINATION AGREEMENT AND THE PRIORITY DEED.\n\n2.02       Notice. The Borrower will, forthwith upon the execution of this Deed\n           (or, if later, upon any policy or contract of insurance comprised in\n           the Insurances coming into force), give notice of the assignment\n           herein contained to and obtain an acknowledgment from the relevant\n           insurers substantially in the form set out in Schedule 1 or, if not\n           in that form, in a form satisfactory to the Junior Lender.\n\n2.03       Dealings with Parties. Notwithstanding the assignment herein\n           contained but otherwise subject to the terms of this Deed, the Junior\n           Lender authorizes the Borrower to continue to deal with the other\n           parties to the Insurances and each of them in relation thereto as if\n           the Borrower remained solely entitled to all the rights, title,\n           interest and benefits thereunder but, save as herein provided, not\n           directly to receive any moneys payable under the Insurances, provided\n           that if an Event of Default or prospective Event of Default occurs\n           and the Junior Lender gives written notice thereof to the Borrower\n           the foregoing authority shall immediately cease to have effect.\n\n\n3.         CONTINUING SECURITY\n\n           This Deed shall be a continuing security and shall remain in full\n           force and effect until the Junior Secured Indebtedness has been paid\n           in full, notwithstanding the insolvency or liquidation or any\n           incapacity or change in the constitution or status of the Borrower or\n           any other person or any intermediate settlement of account or other\n           matter whatsoever. This Deed is in addition to, and independent of,\n           any Charge, guarantee or other security or right or remedy now or at\n           any time hereafter held by or available to the Junior Lender.\n\n\n4.         REPRESENTATIONS AND WARRANTIES\n\n4.01       Representations and Warranties.  The Borrower represents and warrants\n           to the Junior Lender that:\n\n           (a)      the Insurances are beneficially owned by the Borrower free\n                    from any Charge except as created (i) under or pursuant to\n                    this Deed, (ii) to secure the obligations of the Borrower\n                    under the Senior Loan Agreement and (iii) in respect of the\n                    Guarantee;\n\n           (b)      the Insurances are valid and in full force and effect and\n                    are not void or voidable; and\n\n\n\n                                      3\n\n\n           (c)      all premiums and other monies (if any) payable in respect of\n                    the Insurances have been duly paid and all covenants, terms\n                    and conditions contained in the Insurances have been duly\n                    observed and performed.\n\n4.02       Continuing Representation and Warranty. The Borrower also represents\n           and warrants to and undertakes with the Junior Lender that the\n           foregoing representations and warranties will be true and accurate\n           throughout the continuance of this Deed with reference to the facts\n           and circumstances existing from time to time.\n\n\n5.         UNDERTAKINGS\n\n           The Borrower undertakes and agrees with the Junior Lender throughout\n           the continuance of this Deed and so long as the Junior Secured\n           Indebtedness or any part thereof remains owing that the Borrower\n           will, unless the Junior Lender otherwise agrees in writing:\n\n           (a)     procure that a loss payable and notice of cancellation\n                   clause, substantially in the form of Schedule 2, and in any\n                   event in a form satisfactory to the Junior Lender, is\n                   included in each of the policies or contracts of insurance\n                   comprised in the Insurances;\n\n           (b)      procure that, on or prior to any policy or contract of\n                    insurance comprised in the Insurances coming into force (or,\n                    if later, the execution of this Deed), the insurance brokers\n                    and insurers in respect of such insurance give their written\n                    consent to the assignment pursuant to this Deed and their\n                    written undertaking to the Junior Lender:\n\n                    (i)      promptly to advise the Junior Lender:\n\n                             (a)     if any insurer  cancels, purports to cancel\n                                     or gives  notice of  cancellation of such \n                                     insurance;\n\n                             (b)     of any  purported or actual alteration in \n                                     or  termination  or expiry of such\n                                     insurance;\n\n                             (c)     of any default in the payment of any \n                                     premium or call; and\n\n                             (d)     of any act or  omission  or of any event of\n                                     which that  broker or insurer  has\n                                     knowledge which might  invalidate or render\n                                     unenforceable in whole or in part\n                                     such insurance; and\n\n                    (ii)     to make any payments in respect of such insurance \n                             in accordance  with the loss payable\n                             provisions set out in Schedule 2; and\n\n\n\n                                       4\n\n\n                    (iii)    to hold all policies, cover notes and other\n                             relevant documents issued or hereafter to be issued\n                             in respect of such insurance for the benefit of the\n                             Junior Lender;\n\n           (c)      pay all premiums and other amounts due in respect of the\n                    Insurances (and provide the Junior Lender with receipts\n                    therefor) and deliver to the Junior Lender copies of all\n                    policies, cover notes and other relevant documents relating\n                    to the Insurances, provided that the Borrower shall arrange\n                    for the delivery of the originals of such documents to the\n                    Junior Lender as soon as all amounts owed to the Senior\n                    Financing Parties under the Senior Loan Agreement have been\n                    paid in full;\n\n           (d)      take all steps which may be necessary or expedient to keep\n                    the Insurances in full force and effect and protect the\n                    interests of the Borrower and the Junior Lender in the\n                    Insurances;\n\n           (e)      renew all policies or contracts of insurance comprised in\n                    the Insurances no later than fourteen (14) days before the\n                    expiry of such policies or contracts;\n\n           (f)      reimburse on demand to the Junior Lender any amount paid by\n                    the Junior Lender to any insurer of any of the Insurances in\n                    respect of any premium or other amount due to such insurer\n                    in respect of the Insurances, together with interest thereon\n                    from the date of payment to the date of reimbursement at the\n                    rate calculated in accordance with clause 15 of the AES Loan\n                    Agreement;\n\n            (g)     do or permit to be done every act or thing which the Junior\n                    Lender may from time to time require for the purpose of\n                    enforcing the rights of the Junior Lender hereunder;\n\n           (h)      contemporaneously with the making of any claim in excess of\n                    fifty thousand Dollars (US$50,000) under the Insurances,\n                    notify the Junior Lender in writing of the same, such\n                    notification to be accompanied by a certified true copy of\n                    any form(s) and document(s) submitted to the relevant\n                    insurer(s) in respect of such claim and provide such other\n                    details in connection with the claim as the Junior Lender\n                    may request;\n\n           (i)      not, without the prior written consent of the Junior Lender,\n                    waive, release, settle, compromise or abandon any claim\n                    under the Insurances or do or omit to do any other act or\n                    thing whereby the recovery in full of any amounts in respect\n                    of the Insurances as and when they become payable may be\n                    impeded;\n\n           (j)      not create or attempt or agree to create or permit to arise\n                    or exist any Charge over all or any part of the Insurances\n                    or any interest therein or otherwise assign, deal with or\n                    dispose of all or any part\n\n                                       5\n \n\n                    of the Insurances (except under\n                    or pursuant to this Deed and to secure the obligations of\n                    the Borrower under the Senior Loan Agreement and the CPIL\n                    Security);\n\n           (k)      except for the relevant Charges created to secure the\n                    obligations of the Borrower under the Senior Loan Agreement\n                    and the CPIL Security, not do or cause or permit to be done\n                    anything which may in any way depreciate, jeopardize or\n                    otherwise prejudice the value of the Junior Lender's\n                    security hereunder.\n\n\n6.         BORROWER'S LIABILITY\n\n           Notwithstanding the assignment herein contained, the Borrower shall\n           remain liable under the Insurances to observe and perform all the\n           obligations assumed by it thereunder and the Junior Lender shall have\n           no obligation or liability thereunder. The Junior Lender shall not be\n           obliged to make any enquiry as to the nature or sufficiency of any\n           payment received by it or to make any claim or take any other action\n           to collect any monies or to enforce any rights and benefits hereby\n           assigned.\n\n\n7.         PROCEEDS OF INSURANCES\n\n           If at the time when any insurance proceeds become due and payable,\n           any Event of Default or prospective Event of Default has occurred,\n           the Junior Lender shall have the right to apply such proceeds in or\n           towards satisfaction of the Junior Secured Indebtedness in such\n           manner as it may determine. If no Event of Default or prospective\n           Event of Default has then occurred:\n\n           (a)      the proceeds of insurance in respect of a claim for an\n                    amount not exceeding five hundred thousand Dollars\n                    (US$500,000) (or the equivalent in any other currency) shall\n                    be payable to the Borrower or (if so required under the\n                    terms of the relevant policy) to Anhui Power and shall be\n                    applied by the Borrower or Anhui Power, as the case may be,\n                    in fully repairing, rebuilding or reinstating that part of\n                    the Insured Assets destroyed or damaged and, in any event,\n                    the Borrower shall be responsible for ensuring that such\n                    proceeds are so applied; and\n\n           (b)      the proceeds of insurance in respect of a claim for an\n                    amount exceeding five hundred thousand Dollars (US$500,000)\n                    (or the equivalent in any other currency) shall be payable\n                    to the Security Agent until such time as all amounts owed\n                    under the Senior Loan Agreement have been paid in full and\n                    to the Junior Lender thereafter. The Security Agent or the\n                    Junior Lender, as the case may be, shall release such\n                    proceeds to the Borrower for the purpose of repairing or\n                    reinstating the loss or damage in respect of which such\n                    proceeds were paid or, at the option of the Security\n\n\n                                       6\n\n\n                    Agent or the Junior Lender, as the case may be, such \n                    proceeds shall be paid directly to the person who has made \n                    or is to make such repairs or reinstatement against invoices\n                    therefor.\n\n\n8.         TAXES AND OTHER DEDUCTIONS\n\n           All sums payable by the Borrower under this Deed shall be paid in\n           full without set-off or counterclaim or any restriction or condition\n           and free and clear of any tax (other than an Excluded Tax) or other\n           deductions or withholdings of any nature. If the Borrower or any\n           other person is required by any law or regulation to make any\n           deduction or withholding (on account of tax (other than an Excluded\n           Tax) or otherwise) from any payment for the account of the Junior\n           Lender, the Borrower shall, together with such payment, pay such\n           additional amount as will ensure that the Junior Lender receives\n           (free and clear of any tax (other than an Excluded Tax) or other\n           deductions or withholdings) the full amount which it would have\n           received if no such deduction or withholding had been required. The\n           Borrower shall promptly forward to the Junior Lender copies of\n           official receipts or other evidence showing that the full amount of\n           any such deduction or withholding has been paid over to the relevant\n           taxation or other authority.\n\n\n9.         COSTS, CHARGES AND EXPENSES\n\n           The Borrower shall from time to time forthwith on demand pay to or\n           reimburse the Junior Lender for:\n\n           (a)      all reasonable costs, charges and expenses (including legal\n                    and other fees on a full indemnity basis and out of pocket\n                    expenses) reasonably incurred by the Junior Lender in\n                    connection with the preparation, execution and registration\n                    of any amendment to or extension of, or the giving of any\n                    consent or waiver in connection with this Deed; and\n\n           (b)      all reasonable costs, charges and expenses (including legal\n                    and other fees on a full indemnity basis and out of pocket\n                    expenses) reasonably incurred by the Junior Lender in\n                    exercising any of its rights or powers hereunder or in suing\n                    for or seeking to recover any sums due hereunder or\n                    otherwise preserving or enforcing its rights hereunder or in\n                    defending any claims brought against it in respect of this\n                    Deed or in releasing or re-assigning this Deed upon payment\n                    of all monies hereby secured and until payment of the same\n                    in full, all such costs, charges and expenses shall be\n                    secured by this Deed.\n\n           To the extent practicable, the Junior Lender shall consult the\n           Borrower before incurring any major expenditure.\n\n\n\n                                       7\n\n\n10.        INDEMNITY\n\n10.01      General Indemnity. The Borrower shall indemnify the Junior Lender\n           against all losses, liabilities, damages, costs and expenses incurred\n           by it in the execution or performance of the terms and conditions\n           hereof and against all actions, proceedings, claims, demands, costs,\n           charges and expenses which may be incurred, sustained or arise in\n           respect of the non-performance or non-observance of any of the\n           undertakings and agreements on the part of the Borrower herein\n           contained or in respect of any matter or thing done or omitted, on\n           the part of the Borrower, relating in any way whatsoever to the\n           Insurances.\n\n10.02      Currency Indemnity. Dollars shall be the currency of account and of\n           payment in respect of sums payable under this Deed. If an amount is\n           received in another currency, pursuant to a judgment or order or in\n           the liquidation of the Borrower or otherwise, the Borrower's\n           obligations under this Deed shall be discharged only to the extent\n           that the Junior Lender may purchase Dollars with such other currency\n           in accordance with normal banking procedures upon receipt of such\n           amount. If the amount in Dollars which may be so purchased, after\n           deducting any costs of exchange and any other related costs, is less\n           than the relevant sum payable under this Deed, the Borrower shall\n           indemnify the Junior Lender against the shortfall. This indemnity\n           shall be an obligation of the Borrower independent of and in addition\n           to its other obligations under this Deed and shall take effect\n           notwithstanding any time or other concession granted to the Borrower\n           or any judgment or order being obtained or the filing of any claim in\n           the liquidation, dissolution or bankruptcy (or analogous process) of\n           the Borrower.\n\n10.03      Payment and Security. The Junior Lender may retain and pay out of any\n           money in the Junior Lender's hands all sums necessary to effect the\n           indemnity contained in this Clause 10.03 and all sums payable by the\n           Borrower under this Clause 10.03 shall form part of the monies hereby\n           secured.\n\n\n\n11.        FURTHER ASSURANCE\n\n11.01      Further Assurance. The Borrower shall at any time and from time to\n           time (whether before or after the security hereby created shall have\n           become enforceable) execute such further legal or other mortgages,\n           charges or assignments and do all such transfers, assurances, acts\n           and things as the Junior Lender may require over or in respect of the\n           Insurances to secure all monies, obligations and liabilities hereby\n           covenanted to be paid or hereby secured or for the purposes of\n           perfecting and completing any assignment of the Junior Lender's\n           rights, benefits or obligations hereunder and the Borrower shall also\n           give all notices, orders and directions which the Junior Lender may\n           require.\n\n                                       8\n\n11.02      Enforcement of Junior Lender's Rights. Subject to the Senior\n           Subordination Agreement and the Priority Deed, the Borrower will do\n           or permit to be done everything which the Junior Lender may from time\n           to time require to be done for the purpose of enforcing the Junior\n           Lender's rights hereunder and will allow the name of the Borrower to\n           be used as and when required by the Junior Lender for that purpose.\n\n\n12.        POWER OF ATTORNEY\n\n           The Borrower irrevocably appoints the Junior Lender by way of\n           security to be its attorney-in-fact (with full power of substitution)\n           and in its name or otherwise on its behalf and as its act and deed to\n           sign, seal, execute, deliver, perfect and do all deeds, instruments,\n           acts and things which may be required or which the Junior Lender\n           shall think proper or expedient for carrying out any obligations\n           imposed on the Borrower hereunder or for exercising any of the powers\n           hereby conferred or for giving to the Junior Lender the full benefit\n           of this security and so that the appointment hereby made shall\n           operate to confer on the Junior Lender authority to do on behalf of\n           the Borrower anything which it can lawfully do by an\n           attorney-in-fact. The Borrower ratifies and confirms and agrees to\n           ratify and confirm any deed, instrument, act or thing which such\n           attorney-in-fact or substitute may execute or do.\n\n\n13.        SUSPENSE ACCOUNT\n\n           The Junior Lender may place and keep any monies received by virtue of\n           this Deed (whether before or after the insolvency or liquidation of\n           the Borrower) to the credit of a suspense account for so long as the\n           Junior Lender may think fit in order to preserve the rights of the\n           Junior Lender to sue or prove for the whole amount of its claims\n           against the Borrower or any other person.\n\n\n14.        WAIVER AND SEVERABILITY\n\n           No failure or delay by the Junior Lender in exercising any right,\n           power or remedy hereunder shall impair such right, power or remedy or\n           operate as a waiver thereof, nor shall any single or partial exercise\n           of the same preclude any further exercise thereof or the exercise of\n           any other right, power or remedy. The rights, powers and remedies\n           herein provided are cumulative and do not exclude any other rights,\n           powers and remedies provided by law. If at any time any provision of\n           this Deed is or becomes illegal, invalid or unenforceable in any\n           respect under the law of any jurisdiction, the legality, validity and\n           enforceability of such provision under the law of any other\n           jurisdiction, and of the remaining provisions of this Deed, shall not\n           be affected or impaired thereby.\n\n\n                                        9\n\n\n15.        MISCELLANEOUS\n\n15.01      Continuing Obligations. The liabilities and obligations of the\n           Borrower under this Deed shall remain in force notwithstanding any\n           act, omission, event or circumstance whatsoever, until full, proper\n           and valid payment of the Junior Secured Indebtedness.\n\n15.02      Protective  Clauses.  Without  limiting  Clause  15.01,  neither the\n           liability  of the Borrower nor the validity or enforceability of \n           this Deed shall be prejudiced, affected or discharged by:\n\n           (a)      the granting of any time or indulgence to the Borrower or\n                    any other person;\n\n           (b)      any variation or modification of the AES Loan Agreement, any\n                    of the Subordinated Security Documents or any other document\n                    referred to therein;\n\n           (c)      the invalidity or unenforceability of any obligation or\n                    liability of the Borrower under the AES Loan Agreement or\n                    any of the Subordinated Security Documents to which it is a\n                    party;\n\n           (d)      any invalidity or irregularity in the execution of this Deed\n                    or the AES Loan Agreement or any of the other Subordinated\n                    Security Documents;\n\n           (e)      any deficiency in the powers of the Borrower to enter into\n                    or perform any of its obligations hereunder or under the AES\n                    Loan Agreement or any of the other Subordinated Security\n                    Documents to which it is a party or any irregularity in the\n                    exercise thereof or any lack of authority by any person\n                    purporting to act on behalf of the Borrower;\n\n           (f)      any other Security Document, Charge, guarantee or other\n                    security or right or remedy being or becoming held by or\n                    available to the Junior Lender or by any of the same being\n                    or becoming wholly or partly void, voidable, unenforceable\n                    or impaired or by the Junior Lender at any time releasing,\n                    refraining from enforcing, varying or in any other way\n                    dealing with any of the same or any power, right or remedy\n                    the Junior Lender may now or hereafter have from or against\n                    the Borrower or any other person;\n\n           (g)      any waiver, exercise, omission to exercise, compromise,\n                    renewal or release of any rights against the Borrower or any\n                    other person or any compromise, arrangement or settlement\n                    with any of the same; or\n\n           (h)      any act, omission, event or circumstance which would or may\n                    but for this provision operate to prejudice, affect or\n                    discharge this Deed or the liability of the Borrower\n                    hereunder.\n\n                                       10\n\n\n15.03      Unrestricted Right of Enforcement. Subject to the Senior\n           Subordination Agreement and the Priority Deed, this Deed may be\n           enforced without the Junior Lender first having recourse to any other\n           security or rights or taking any other steps or proceedings against\n           the Borrower or any other person or may be enforced for any balance\n           due after resorting to any one or more other means of obtaining\n           payment or discharge of the monies obligations and liabilities hereby\n           secured.\n\n15.04      Discharges and Releases. Notwithstanding any discharge, release or\n           settlement from time to time between the Junior Lender and the\n           Borrower, if any security, disposition or payment granted or made to\n           the Junior Lender in respect of the Junior Secured Indebtedness by\n           the Borrower or any other person is avoided or set aside or ordered\n           to be surrendered, paid away, refunded or reduced by virtue of any\n           provision, law or enactment relating to bankruptcy, insolvency,\n           liquidation, winding-up, composition or arrangement for the time\n           being in force or for any other reason, the Junior Lender shall be\n           entitled hereafter to enforce this Deed as if no such discharge,\n           release or settlement had occurred.\n\n15.05      Amendment. Any amendment or waiver of any provision of this Deed and\n           any waiver of any default under this Deed shall only be effective if\n           made in writing and signed by or on behalf of the party against whom\n           the amendment or waiver is asserted.\n\n\n16.        ASSIGNMENT\n\n16.01      The Borrower.  The Borrower shall not assign any of its rights or \n           obligations hereunder.\n\n16.02      The Junior  Lender.  The Junior  Lender may assign or grant \n           participations  in all or any part of their rights under this Deed \n           in accordance with the provisions of clause 20 of the AES Loan \n           Agreement.\n\n\n17.        NOTICES\n\n17.01      Delivery. Each notice, demand or other communication to be given or\n           made under this Deed shall be in writing and delivered or sent to the\n           relevant party at its address or telex number or fax number set out\n           below (or such other address or telex number or fax number as the\n           addressee has by five (5) days' prior written notice specified to the\n           other party):\n\n           To the Borrower:         Wuhu Shaoda Electric Power Development\n                                    Company Limited\n                                    Commercial Office Building\n                                    West Huangshan Road\n                                    Wuhu, Anhui Province\n                                    People's Republic of China\n\n\n                                       11\n\n\n\n                                    Fax Number:           (86-553) 382-3224\n                                    Attention:            Zhai Dao Ping\n\n\n           To the Junior Lender:    AES China Holdings Company (L) Limited\n                                    9th Floor, Allied Capital Resources Building\n                                    32-38 Ice House Street\n                                    Central, Hong Kong\n\n                                    Fax Number:         (852) 2530-1673\n                                    Attention:          Jeff Safford\n                                                        Chief Financial Officer\n\n17.02      Deemed Delivery. Any notice, demand or other communication so\n           addressed to the relevant party shall be deemed to have been\n           delivered (a) if given or made by letter, when actually delivered to\n           the relevant address; (b) if given or made by telex, when dispatched\n           with confirmed answerback and (c) if given or made by fax, when\n           dispatched.\n\n\n18.        GOVERNING LAW AND JURISDICTION\n\n18.01      Law.  This Deed and the rights  and  obligations  of the  parties \n           hereunder  shall be  governed  by and construed in accordance with \n           the laws of England.\n\n18.02      Jurisdiction. The Borrower agrees that any legal action or proceeding\n           arising out of or relating to this Deed may be brought in the courts\n           of England and irrevocably submits to the non-exclusive jurisdiction\n           of such courts.\n\n18.03      Process Agent. The Borrower irrevocably appoints Rowe &amp; Maw\n           (Attention: Mr. Bernd Ratzke) of 20 Blackfriars Lane, London EC4V\n           6HT, England as its agent to receive and acknowledge on its behalf\n           service of any writ, summons, order, judgment or other notice of\n           legal process in England. If for any reason the agent named above (or\n           its successor) no longer serves as agent of the Borrower for this\n           purpose, the Borrower shall promptly appoint a successor agent\n           satisfactory to the Junior Lender and notify the Junior Lender\n           thereof, provided that until the Junior Lender receives such\n           notification, it shall be entitled to treat the agent named above (or\n           its said successor) as the agent of the Borrower for the purposes of\n           this Clause 18.03. The Borrower agrees that any such legal process\n           shall be sufficiently served on it if delivered to such agent for\n           service at its address for the time being in England whether or not\n           such agent gives notice thereof to the Borrower.\n\n18.04      No Limitation on Right of Action. Nothing herein shall limit the\n           right of the Junior Lender to commence any legal action against the\n           Borrower and\/or its property in any other jurisdiction or to serve\n           process in any manner\n\n\n                                       12\n\n\n           permitted by law, and the taking of proceedings\n           in any jurisdiction shall not preclude the taking of proceedings in\n           any other jurisdiction whether concurrently or not.\n\n18.05      Waiver; Final Judgment Conclusive. The Borrower irrevocably and\n           unconditionally waives any objection which it may now or hereafter\n           have to the choice of England as the venue of any legal action\n           arising out of or relating to this Deed. The Borrower also agrees\n           that a final judgment against it in any such legal action shall be\n           final and conclusive and may be enforced in any other jurisdiction,\n           and that a certified or otherwise duly authenticated copy of the\n           judgment shall be conclusive evidence of the fact and amount of its\n           indebtedness.\n\n18.06      Waiver of Immunity. The Borrower irrevocably waives any immunity to\n           which it or its property may at any time be or become entitled,\n           whether characterized as sovereign immunity or otherwise, from any\n           set-off or legal action in England or elsewhere, including immunity\n           from service of process, immunity from jurisdiction of any court or\n           tribunal, and immunity of any of its property from attachment prior\n           to judgment or from execution of a judgment.\n\n\n19.        SUBORDINATED SECURITY\n\n           Notwithstanding any other provision to the contrary, this Deed must\n           be read and construed in all respects, and the exercise of any rights\n           under this Deed and the enforcement of any rights under this Deed\n           must be subject in each case to the terms of the:\n\n           (a)      Senior Subordination Agreement; and\n\n           (b)      Priority Deed.\n\n           In the event of any conflict or inconsistency between the terms of\n           this Deed of the one part and the Senior Subordination Agreement or\n           the Priority Deed of the other part, the latter documents will\n           prevail.\n\n\nIN WITNESS whereof the parties hereto have executed this Deed on the day and\nyear first above written.\n\n                                       13\n\n\n\n                                   Schedule 1\n\n                                 Form of Notice\n\n\n\nTo:                 [Name of Insurer]\n\n\n                                                                       [Date]\n\n\nDear Sirs,\n\nRe: [Specify relevant policy or contract of insurance]\n\nWe refer to the above insurances (the 'Insurances') effected by you in favor of\nWuhu Shaoda Electric Power Development Company Limited and which are the subject\nof a Subordinated Insurance Assignment (the 'Assignment') dated , 1996, a copy\nof which is attached hereto.\n\nWe give you notice that by the Assignment we have assigned and granted to AES\nChina Holdings Company (L) Limited (the 'Junior Lender') (as that term is\ndefined in the Assignment) a third-priority security interest in all our right,\ntitle, interest and benefit in and to the Insurances and all payments to be made\nby you thereunder.\n\nAs stated above, this is a third-priority security interest and the Junior\nLender's rights are subordinated and expressly subject to the Senior\nSubordinated Agreement and the Priority Deed.\n\nWe instruct you that until further notice all payments in respect of any claim\nfor an amount which you may be required to make pursuant to the terms of the\nInsurances should be made in accordance with the terms set out in the enclosed\nform of loss payable and notice of cancellation clause.\n\nThese instructions may not be altered or revoked by us without the prior written\nconsent of the Junior Lender.\n\nPlease acknowledge these instructions by signing as indicated and returning to\nthe Junior Lender the enclosed duplicate of this notice.\n\nYours faithfully,\nFor and on behalf of\nWuhu Shaoda Electric Power Development Company Limited\n\n\n\n\n[Enclose form of Loss Payable and Notice of Cancellation Clause]\n\n                                       14\n\n\n\n[on duplicate]\n\n\nTo:               AES China Holdings Company (L) Limited\n                  9th Floor, Allied Capital Resources Building\n                  32-38 Ice House Street\n                  Central, Hong Kong\n\nAttn:             Mr. Jeff Safford\n\n(as Junior Lender)\n\n\n\n\nWe acknowledge receipt of the above notice and confirm that a loss payable and\nnotice of cancellation clause in the form enclosed with the notice has been\nincluded in the Insurances and that we will comply with the instructions\ncontained therein.\n\n\nDated                                        .\n\nFor and on behalf of\n[name of insurer]\n\n\n\n\n\n\nAuthorized Signature(s)\n\n\n\n\n                                       15\n\n\n\n                                   Schedule 2\n\n                            Form of Loss Payable and\n                          Notice of Cancellation Clause\n\n\nBy an insurance assignment dated 1996 (the 'Subordinated Insurance Assignment'),\nWuhu Shaoda Electric Power Development Company Limited (the 'Borrower') assigned\nand granted a third-priority security interest (which is subject to the Senior\nSubordination Agreement and the Priority Deed) in all its right, title, interest\nand benefit in and to this policy\/contract of insurance and the benefits and\nproceeds hereof including all claims of whatever nature to AES China Holdings\nCompany (L) Limited (the 'Junior Lender'). Terms defined in the Subordinated\nInsurance Assignment shall have the same meanings hereunder.\n\nUntil notice in writing to the contrary is received by the insurer or the\ninsurance broker hereunder from the Security Agent, all proceeds of:\n\n(i)      any  settlements of claims  hereunder in respect of an actual or  \n         constructive  or compromised or arranged total loss of the Power Plant\n         shall be paid to the Security Agent;\n\n(ii)     any other settlements of such claims hereunder which do not exceed\n         US$500,000 in any one case shall be paid to the claimant or its order\n         (unless the Security Agent otherwise instructs the Company in writing),\n         or the Security Agent or its order if the Security Agent shall notify\n         the Company in writing that an event of default has occurred under the\n         Agreement; and\n\n(iii)    any other settlements of such claims hereunder  exceeding  US$500,000 \n         in any one case shall be paid to the Security Agent.\n\nFor the purposes of (ii) and (iii) above any claim or number of claims arising\nfrom the same occurrence shall be regarded as one claim.\n\nUntil notice in writing to the contrary is received by the insurer or the\ninsurance broker hereunder from the Junior Lender, the Junior Lender shall be\nadvised:\n\n(i)      if any insurer under this policy\/contract gives notice of cancellation\n         of any insurance hereunder, at least thirty (30) days before any such\n         cancellation is to take effect;\n\n(ii)     of any proposed alteration in or termination or expiry of any such\n         insurance at least thirty (30) days before such alteration, termination\n         or expiry is to take effect;\n\n(iii)    promptly of any default in the payment of any premium or call; and\n\n(iv)     promptly of any act or omission or of any event of which any insurer\n         hereunder has knowledge and which might invalidate or render\n         unenforceable in whole or in part such insurance.\n\n                                       16\n\n\nNo cancellation, termination or expiry of or alteration to any insurance\nhereunder shall be effective as against the Junior Lender unless the relevant\nprovision of this clause have been complied with in full.\n\nThe rights of the Junior Lender under this policy\/contract of insurance shall\nnot be prejudiced by any act or neglect of the Borrower or any other person nor\nby any proceedings in relation to the Insured Assets.\n\n                                       17\n\nTHE BORROWER\n- ------------\nEXECUTED and DELIVERED as a Deed                )\nfor and on behalf of                            )\nWUHU SHAODA ELECTRIC POWER                      )\nDEVELOPMENT COMPANY LIMITED                     )\nby                                              )\nin the presence of:  \/s\/ [SIGNATURE ILLEGIBLE]  )\n\n\/s\/ [SIGNATURE ILLEGIBLE]\n\n\n\n\n\n\n\nTHE JUNIOR LENDER\n- -----------------\nSIGNED for and on behalf of                    )\nAES CHINA HOLDINGS                             )\nCOMPANY (L) LIMITED                            )\nby                                             )\nin the presence of: \/s\/ [SIGNATURE ILLEGIBLE]  )\n\n\/s\/ [SIGNATURE ILLEGIBLE]\n\n\n\n\n\n\n\n                                       18\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9560,9567],"class_list":["post-41328","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41328","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=41328"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41328"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41328"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41328"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}