招商银行最高额抵押合同英文版Themaximummortgagecontract

THE MAXIMUM MORTGAGECONTRACTOctober 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 it’s 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 B’s 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 A’s received documents in letter of credit operation under credit awarding agreement be found to have discrepancy through Party A’s 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 A’s 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 Guarantee3.1 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 A’s 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 A’s account receivable creditor's 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 bank’s 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 A’s right of mortgage and recovery of the Party B’s(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 ofbalance 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 creditor’s 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. 6Custody and liability of mortgaged property and ownership certificate6.1 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 Insurance8.1 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 conductthis, 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 A’s 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 A’s 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 B’s 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 ofbusiness license,bankruptcy or dissolution etc., as Party B is a legal person or other organization;13.6 Other matters that endanger enough to the implementation of creditor’s rights under Credit Awarding Agreement.Art. 14 Responsibilities for Breach of Contract14.1 Violate the stipulation of Article 6 of this contract, decreases happen owing to the actions of neglectful in management and repair of Party B, or Party B’s actions endanger the mortgaged property directly. 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. if Party B refuses to restore or provide, Party A shall have the right to dispose the mortgaged property in accordance with law ahead of time.14.2 Violate the stipulation of Article 9 of this contract, unauthorized disposition of mortgaged property shall be null and void; Party A has the right to request Party B to stop the injurious act to the mortgage rights of Party A and restore the value or provide another mortgaged property with the approval of Party A, or dispose the mortgaged property in accordance with law ahead of time.14.3 The concealment of condominium, dispute, letting, sealed off, detained, configured mortgage rights, regulated or prior legal priority existing of guarantee（including but not limited to Construction project priority upon mortgaged property, or Party B has no ownership or right of disposition upon mortgaged property, thus causing a loss to a Party A. Party B shall provide another mortgaged property as Party A’s requirements.14.4 If any of aforesaid default clause occurs and Party B fails to provide another mortgaged property as Party A’s requirements, then Party B shall bear penalty of __% of line of credit under Credit Awarding Agreement. thus causing a loss to a Party A，Party B shall also compensate for the whole economic losses.Art. 15 The collection of FruitsIf Party B fails to repay the loan, advances, other principle and interest of credit debt and all other involved expenses at the maturity of credit, due to Party A’s claim for right of mortgage cause the mortgaged property be sealed off or detained by the People’s Court according to law. Party A shall be entitled to collect the natural fruits severed from the mortgaged property and the legal fruits which Party B may collect from the mortgaged property since the date ofbeing sealed off or detained.Art. 16 Enforcement of Mortgage Right16.1 If the occurrence of any single or multiple clauses in Article 13 or Article 14.1,14.2 of this contract, Party A shall have the right to choose one of the following ways for the enforcement of mortgage right:16.1.1 Two parties reach an agreement on the conversion of the mortgaged property or the auction or sale of the mortgaged property directly, if fail to reach an agreement within 15 days since the occurrence of any single or multiple clauses in art.13 or art.14.1,14.2 of this contract, Party A shall have the right to petition a People's Court for the auction or sale of the mortgaged property directly;16.1.2 Dispose the mortgaged property with stipulated method of dispute resolution under Credit Awarding Agreement according to legal procedure;16.1.3 Party A shall apply to a competent People's court for compulsory execution directly under the contract after the notarization of compulsory execution effect was completed by two parties;16.2 Party A shall have priority right in satisfying claim from the proceeds of disposition of the mortgaged property in aforesaid ways. If the proceeds from the conversion of the mortgaged property or the proceeds from the auction or sale thereof exceed the sum of every loan, advances or principle and interest of other credit debt and all other relevant expenses of Party B (or Credit Applicant) under Credit Awarding Agreement, the balance shall be returned to Party B; if the proceeds do not cover the claim, the difference shall be recourse by Party A.Art. 17 Lapse of Mortgage RightAfter Party B has clear off all the principle and interest of credit debt under Credit Awarding Agreement in full and on time at the maturity of credit period, the right of mortgage shall lapse automatically. The Certificate of Property rights of Party B and the policy of property insurance etc. retained by Party A Shall return to Party B.Art. 18Not deemed to be waiver of the rightThe tolerance, grace or postponement in performance of the rights and interests Party A shall enjoy during Credit Awarding Agreement toward anybreach of agreement or delay on the part of Party B(or Credit Applicant) during the validity period of the contract shall not damage, influence or restrict all the rights and interests Party A shall enjoy as the creditor according to the relevant legal provisions, and shall not deemed to be waiver of the right to take action against the existing or future breach of contract.Art. 19 NoticeThe notice and requests etc. related to the agreement between Party A and Party B shall be sent in writing.If delivered by hand, the relevant documents shall be deemed to have been served on the addressee upon signing for receipt（In case the addressee refuses to receive the documents, such documents shall be deemed to have served on the date of refusal）; If delivered by mail, shall be deemed to have been served seven day after sent out; f delivered by fax, shall be deemed to have been served on the fax machine receiving for receipt.Contact Address of Party A: ;Contact Address of Party B:Either party shall inform the other party in time in case of changing the contact address, otherwise it shall undertake all the possible losses incurred thereby.Art. 20 Transfer of creditor's rights or mortgage20.1When Party A transfers all the creditor’s rights to third party under credit awarding agreement, the right of maximum mortgage shall also transferred to the assignee, no matter whether the creditor’s rights to the maximum mortgage are confirmed.20.2 When Party A transfers part of the creditor’s rights, the right of mortgage transfers partly with it, as the creditor's rights to mortgage in this contract has been confirmed. Party A shall share the right of mortgage with the assignee (who has been transferred part of the creditor’s rights) by the creditor’s rights that have not yet to be transferred, according to the percentage of amount of the creditor’s rights. When Party A transfers part of the creditor’s rights, the Party A’s right of mortgage transfers partly with it and the maximum amount of Party A’s principal claim secured by original maximum mortgage increases correspondingly (mean the maximum amount of Party A’s principal claim secured by original maximum mortgage deduct the amount of transferred party of creditor’s rights) before the creditor's rights to mortgage in this contract confirmed. After the part of the principle creditor’srights that have not yet to be transferred be confirmed. Party A shall share the right of mortgage with the assignee (who has been transferred part of the creditor’s rights) by the creditor’s rights that have not yet to be transferred, according to the percentage of amount of the creditor’s rights.Art. 21 TermsThe terms in this contract have the same meanings with the stipulation in Credit Awarding Agreement, except the clearly dictates otherwise.Art. 22 Applicable Law and Dispute Resolution22.1 The conclusion, interpretation of the contract and dispute settlement shall be subject to the laws of the PRC.22.2 The disputes arising from the performance of the contract shall be settled according to the agreed resolution rules in Credit Awarding Agreement.Art. 23 EffectivenessThe contract shall take effect since the legal representatives/major personnel in charge of the two parties or their authorized agents sign (or affix seal) and affix the common seal/contract seal(if Party B is a natural person, thus the contract shall take effect since the legal representative/major personnel in charge or authorized agent of Party A/sign or seal and affix the common seal/contract seal and Party B’s sign) thereof, and shall become invalid automatically on the date of expiry of mortgage or the date on which Party B(or Credit Applicant) pays off all the debts it owes to Party A and all the other relevant expenses under Credit Awarding Agreement (the later of which shall apply).Art. 24 Other IssuesArt. 25 Supplementary ProvisionsThe contract comes in (copies), the two parties and hold one copy each, which shall have the same legal effect.Special tipsThe two parties have conducted sufficient consultation over all the provisions of the contract. The bank has proposed the other relevant parties to pay special attention to the relevant provisions on exemption or restriction of the responsibilities of the bank, the rights the bank enjoys unilaterally, and increase of he responsibility of other relevant parties, or restriction of the rights thereof, and obtain comprehensive and accurate understanding thereof. The bank shall give corresponding explanation to the aforesaid provisions at the request of other relevant parties. The contracting parties have obtained completely unanimous understanding of the provisions of the contract.Party A: (signature and seal) Legal representative of entrusted agent: (signature and seal)Mortgagor is a legal person or other organization, sign in this sectionParty B: (signature and seal) Legal representative of entrusted agent: (signature and seal)Mortgagor is a natural person, sign in this sectionParty B: (signature and seal) ID No.:Address:Date signed: (YMD)。