招商银行最高额抵押合同英文版hemaximummorgageconrac.doc

精选资料THE MAXIMUM MORTGAGE CONTRACTOctober 2012THE MAXIMUM MORTGAGE CONTRACTContract No.: Mortgagee: China Merchants Bank Co., Ltd.(hereinafter referred to as Party A)Primary Personnel in Charge: Mortgagor (legal person or other organization): (hereinafter referred to as Party B)Legal Representative/ Primary Personnel in Charge: Mortgagor (natural person):ID No.:Whereas1, The contract whose No. is signed by Party B(also as Credit Applicant) and Party A on (YMD)(hereafter referred as Credit Awarding Agreement), Party A is willing to provide to Party B line of credit(hereafter referred as “line of credit” ) in (currency) in the amount of ( )(including other currency of the equivalent value) during the period of credit awarding (hereafter referred as “period of credit awarding” ) from (YMD) to (YMD), or2, The contract whose No. is signed by (hereafter referred as Credit Applicant) and Party A on (YMD)(hereafter referred as Credit Awarding Agreement ), Party A is willing to provide to Credit Applicant line of credit(hereafter referred as “line of credit” ) in (currency) in the amount of ( )(including other currency of the equivalent value) during the period of credit awarding (hereafter referred as “period of credit awarding” ) from (YMD) to (YMD).Party B is willing to mortgage its property owned or disposable according to law, for the guarantee of repayment of debt to Party A in full and on time under Credit Awarding Agreement. Through verification, Party A agrees to accept Party Bs property owned or disposable according to law as mortgage. According to relevant laws and regulations, Party A and Party B enter into this contract with consensus, and both parties are willing to abide by following clauses.Art. 1 Mortgaged Property of Party B (additional list of mortgaged property may be attached to this contract)1.1 Name:1.2 Quantity or area:1.3 Location:1.4 Assessment of price and mortgage rate:1.5 Duration:1.6 Certification of ownership:Art. 2 Mortgage of Maximum Amount2.1 In period of credit awarding, Party A shall have the right to provide Party B(or Credit Applicant) loan or other credit awarding by several times; Party B(or Credit Applicant) shall have the right to reuse the revolving line of credit by category of line, but not applicable for the One-time line of credit. The amount, duration and concrete uses of per loan or other credit awarding can be stipulated by specific contracts.Both parties have no objection to that due date of specific business later than the due date of credit awarding period.2.2 Thus Party B shall bear the warranty liability within the stipulated range of mortgage security guarantee in article 3 of this contract; If Party A claims for the recourse in according with the provisions under Credit Awarding Agreement or other specific contracts before the maturity of credit. Party B (or Credit Applicant) shall bear the warranty liability with mortgage property as well.2.3 Bank credit business provided by Party A to Party B (or Credit Applicant) during the period of credit awarding, such as trade acceptance, establishment of a letter of credit (Including overriding letter of credit, the same below), L/G, letter of shipping guarantee etc. Even though external advances of Party A may not occurred before, but indeed happened after the maturity of credit. Party B shall bear the warranty liability within the stipulated range of mortgage security guarantee in Article 3 of this contract.2.4 For the renewal agreement or alteration of valid provision upon the duration, interest and amount of specific business during the performance of specific business under Credit Awarding Agreement, or the adjustment of interest rate on the basis of Credit Awarding Agreement and/or specific contracts during the mortgage guarantee period. Party B shall accept all this with no necessary to obtain the approval of Party B or notify Part B, and no effect to the mortgage guarantee responsibility of Party B stipulated by the contract as well.2.5 If Party As received documents in letter of credit operation under credit awarding agreement be found to have discrepancy through Party As audit , but credit applicant accepted with the discrepancy, Party B shall also assume the mortgage guarantee responsibility with mortgage property for principle and interest of credit in Party As external acceptance or payment. Party B shall not propose the defense, not because of accepting with the discrepancy but without the approval of Party B or notify Party B.2.6 The modification of L/C, L/G (or standby letter of credit), acceptance of usance letter of credit and extension of time for promised payment at maturity etc. Party B shall accept all this with no necessary to obtain the approval of Party B or notify Part B, and no effect to the mortgage guarantee responsibility of Party B stipulated by the contract as well.Art. 3 Range of Mortgage Security Guarantee 3.1 The security guarantee range of this contract is sum of loan within the line of credit provided to Party B according to stipulation of Credit Awarding Agreement and principal balance of other credit(maximum limit is (currency) in the amount of ). And interest, default interest, compound interest, penalty ,fees to realize mortgage right and other involved expenses included as well. Including but not limited to:3.1.1 The released balance of loan amount and corresponding interest, default interest, compound interest, penalty, fees to realize mortgage right and other involved expenses by Party A on the basis of specific contracts under Credit Awarding Agreement;3.1.2 The balance of advance principle ,interest, default interest, compound interest, penalty ,fees to realize mortgage right and other involved expenses ,which has been pay advanced for Party B in the cause of the performance of Party As obligation of payment of Commercial Draft, L/C，L/G and letter of shipping guarantee under Credit Awarding Agreement;3.1.3 The balance of principle of banking external payments ,interest, default interest, compound interest, penalty ,fees to realize mortgage right and other involved expenses entrusted by Party A within the business of trade financing under Credit Awarding Agreement;3.1.4 Party As account receivable creditors rights transferred from Part B (or Credit Applicant), and corresponding overdue penalty (late fee) under factoring business. and/or the basic payment for purchase (basic purchasing funds) and relevant expenses of factoring paid by Party A to Party B（or Credit Applicant）;3.1.5 After the establishment of a letter of credit interest requested by Party B (or Credit Applicant), Party A authorizes the branch of CMB bank to open the covering L/C for beneficiary. Balance of debt principle of import bill advance and shipping guarantee and expenses of default interest, compound interest, penalty and other involved for the opening of L/C, but also advance for the performance of the issuing banks rights under this L/C;3.1.6 The original credit awarding agreement No. ( ) signed by and between Party A and Party B. The part of the unpaid balance in the specific business carried out under the original credit awarding agreement since the execution of this contract. (Tick the box in case the provision herein applies.);3.1.7 The original contract No. ( ) /Date ( )/Name ( ) signed by and between Party A and Party B, and the unpaid balance in the specific business carried out under the aforesaid contract since the execution of this contract. (Tick the box in case the provision herein applies.);3.1.8 Expenses for the enforcement of Party As right of mortgage and recovery of the Party Bs(or Credit Applicant) debt（including but no limited to attorneys fees，legal fees, advertising fees, delivery fee and travel expenses etc.）.3.2 As for revolving line of credit, if the provided loan or other balance of credit exceeds the amount, Party B (or Credit Applicant) shall not bear the warranty liability for the part in excess of the amount, but liability for the loan not yet exceeds credit amount or other balance of credit and interest, default interest, compound interest, penalty and other involved expenses.Notwithstanding the foregoing, both parties clear and definite that: Even though the loan or other balance of credit exceeds the credit amount at a point in time during the credit awarding, but all kinds of balance of credit no yet exceed the sum of credit amount when Party A requires Party B to assume the warranty liability. Party B shall not to propose the defense with aforesaid provisions, but bear the warranty liability for all balance of credit and interest, default interest, compound interest, penalty and other relevant expenses etc.（subject to the clause of Art.3.1）Art. 4 Independence of the ContractThe contract is impendent and unconditional without the influence of Credit Awarding Agreement; nor any agreement/document signed between Party B(or Credit Applicant) and any person/organization; nor change due to cheat, reorganization, closing down, dismission, bankruptcy, audit, consolidation, separation, reform of a company of Party B(or Credit Applicant); nor the tolerance, grace or postponement in performance of the creditors rights and interests Party A shall enjoy on the part of Party B(or Credit Applicant) under Credit Awarding Agreement. Otherwise mortgage or guarantor at the same time, thus Party A waives the sequence of mortgages, waives, alters or annuls other mortgage, alters, annuls the liability of guarantor, or Party A requires Party B to assume the warranty liability first. Party B shall assume the liability warranty for Party A in according with the provisions of this mortgage contract.Art. 5 Mortgage PeriodMortgage period means the period from the date of execution of this contract to expiration time of lawsuit of credit debt under Credit Awarding Agreement.Art. 6 Custody and liability of mortgaged property and ownership certificate 6.1 Within the period of mortgage, the mortgaged property shall be taken good care of by Party B or the agent entrusted by Party B, who is responsible for the repair and maintenance, and make sure that the mortgaged property is all preserved well, and subject himself to the supervision and inspection from Party B at any time.6.2 Within the period of mortgage, should any decreases happen owing to the action of Party B, Party A has the right to request Party B to stop the action and restore the value or provide another mortgaged property with the approval of Party A. Any expenses of restoration or set of another mortgaged property will be undertaken by party B.6.3 Party B shall provide to Party A the evidence documents and relevant materials of ownership of the mortgaged property on the date of the contract, and the original of Mortgage Registration Certificate shall be kept by Party B and taken good care of it. If due to improper storage the certificate of mortgaged property ownership supplied by Party B is lost, Party A shall be liable for the expenses of post-register.Art. 7 Registration of Mortgaged Property7.1Party B should cooperate readily with Party A to conduct mortgage registration at mortgage registration administration with this contract and relevant documents during the period of request of Party A.7.2 Party B shall corporate readily with Party A In good faith to carry out relevant procedures by aforesaid provisions. If fail to complete the relevant procedures because of Party B, Party B shall deal with party A so suffered losses assume liability to pay compensation.Art. 8 Insurance 8.1 As per the requested risks of Party A, Party B shall give a full insurance upon his mortgaged property, and Party A shall be first beneficiary. The originals of insurance policy shall be kept by Party A. The insurance term shall be longer than the stipulated credit term under the Credit Awarding Agreement. If term of credit under the agreement is extended or credit debt has not paid off at the maturity of credit period, Party B shall agree on the renewal insurance for the mortgaged property. If the insured property turns into a loss, Party A shall have priority right in withdrawing the principal and interest and all other relevant expenses from insurance compensation under Credit Awarding Agreement, or consult with Party B to place the insurance compensation on the margin account (the account number of margin is the real opened account by Party B in Party A, or automatically generated number when deposit the insurance compensation into system of Party A, the same below). For Withdrawing relevant funds/payment of payable when loan, discounted bill, acceptance bill or L/C and L/G under Credit Awarding Agreement meet to the maturity date.8.2 If Party B fails to conduct an insurance or insurance term extending as art.8.1 stipulated, Party A shall have the right to deal with insurance term extending instead Party B, and the cost shall be taken on by party B.8.3 If Party B (or Credit Applicant) fails to repay all the loan payable under Credit Awarding Agreement as expiration of policy, Party B shall conduct insurance term extending upon mortgaged property. If Party B fails to conduct this, Party A shall have the right to deal with insurance term extending instead Party B, and the cost shall be taken on by party B.Art. 9 Limits of Disposition of Mortgaged Property9.1 Party A shall have no right to transfer the mortgaged property in the manner of sale, exchange, donate etc. during mortgage term under this contract. If Party B indeed needs to transfer the mortgaged property under this contract with compensation, it shall fulfill the following conditions:9.1.1 Shall through the written approval of Party A and inform the transferee that the transferred property is mortgaged; if Party B fails to inform the transferee of the fact or without the written approval of Party A, the transfer shall be null and void. 9.1.2 If the proceeds expected from the transfer of the mortgaged property are evidently less than its value, which cannot compensate for credit amount and all other relevant expenses, Party A may demand that Party B provide an additional guaranty. if Party B fails to provide to additional guaranty, then may not transfer the mortgaged property;9.1.3 Party B shall add the proceeds expected from the transfer of the mortgaged property to the account designated by Party A directly, for the prepayment of principle and interest of credit debt and all other relevant expenses, or deposit relevant funds into the margin account of Party B opened in Party A. Such funds shall be deemed to be specialized and Party As possession, proceed as the guaranty of pledge of Party B (or Credit Applicant) s debt under Credit Awarding Agreement since the date of entering into the margin account. Party B shall have no objection to this and willing to cooperate to conduct relevant procedures in coordinate with Party As requirement.After the full proceeds expected from the transfer of the mortgaged property has been added to the account designated by Party A, Party A may provide Party B help to conduct the cancellation of registration of mortgaged property and return the certificate of ownership back to Party B.9.2 Party B shall not to transfer, rent out，remortgage, or other improper ways to dispose the mortgaged property without the written approval of Party A under the contract.Art. 10 ExpensesBecause of matter involving notarization (Except compulsory notarization) or services relied on third-party, consigner pay the expenses. But both parties shall bear half of fees if both as consigners.If the national relevant policies etc. normative documents stipulated that the mortgagee shall undertake the mortgage registration fee, it shall be undertaken by mortgagee under this contract. Except otherwise provisions in normative documents or due to competent department of registration must be undertaken by mortgagor.Mortgaged property under this contract shall be estimated by Party Bs entrusted assessment agencies which with the approval of Party A. As a client, Party B shall bear the assessment fee.Art. 11 Alterations and AnnulmentEither party shall not modify, change or cancel the contract unilaterally without authorization. The contract may be modified or cancelled once the two parties reach consensus and conclude written agreement. The contract shall still be valid before the written agreement is concluded. Art. 12 Commitment for the division and merger of Party BIf the occurrence of division and merger etc. of party B within period of this contract, the organization after change shall wholly or respectively assume the obligation under this contract.Art. 13 If any of the following occurs, Party A shall have the right to dispose the mortgaged property according to law:13.1 One of the defaults stipulated in Article 10.1 Credit Awarding Agreement occurs to Party B (or Credit Applicant) , or the occurrence of defaults stipulated in specific contracts under Credit Awarding Agreement;13.2 One of the defaults stipulated in Article 10.2 and 10.3 of Credit Awarding Agreement occurs to Party B or other pledgor/ guarantor, or Party B defaults on stipulated liabilities in this contract; 13.3 The occurrence of dead without a legal heir or donee, as Party B is a natural person;13.4 Heir/devisee abandon inheritance/ legacy, refuse to implement the obligations of repayment of debt, as Party B is a natural person;13.5 The occurrence of closing down, deregistration or revocation of business license,