Agricultural Bank of China Pattern Agreement Maximum Amount Mortgage Agreement November 2004
Exhibit
10.18
Agricultural
Bank of China
Pattern
Agreement
November
2004
ABCS(2004)2006
Contract
No. NO42906200600004397
Mortgagee
(full name): Agricultural
Bank of China Wuhan Xxxxxxxx Xxxxxx
Debtor
(full name): Wuhan
Blower Co., Ltd.
Mortgagor
(full name): Xxxx
Xxx’an & Xxx Xxxxx
In
view
of the fact that the mortgagee and the debtor signed a series of liability/debt
contracts (the main contracts) during the period and within the maximum balance
stipulated in Article 1 of this Agreement, the mortgagor is willing to provide
a
mortgage guarantee for the debtor on the liability between the debtor and
mortgagee according to the loan agreement. This agreement is entered by and
between the parties involved via negotiation pursuant to relevant laws and
regulations of PRC.
Article
1:
The main
debt guaranteed and maximum amount of guarantee
1.
The
mortgagor is willing to provide guarantee for the debtor for all businesses
handled by the mortgagee during the period from October
24th
2006
to
October
24th
2009
incurring a maximum actual debt amount of RMB
THIRTY-FIVE MILLION Yuan.
For
foreign exchange business, the amount is converted according to selling price
on
the day when the business takes place. For all businesses taking place during
the period, their due date shall not exceed October
24th
2010.
The
businesses above include: (ticked)
|
R
RMB/Foreign
currency loan
|
o
L/C
Issuance
Finance
|
|
o
Export
package loan
|
o
Bank/Commercial
acceptance xxxx
discount
|
|
o
Import
xxxx purchase
|
o
Bank
guarantee
|
|
R
Bank
draft acceptance
|
o
Export
xxxx
purchase
|
Other
businesses:__________________________________________________
2.
Within
the period and maximum balance stipulated in this Agreement, the debtor can
apply to use the bank credit above in circulation. For the starting date, due
date, interest rate and amount of each business, the loan certificate of the
main contract or relevant debt obligation shall be referred to as
standard.
3.
Within
the period and maximum balance stipulated in this Agreement, the mortgagee
releases the loan stipulated in this Agreement and provides and exempts the
guarantee procedure for each business with other bank credit provided.
-2-
4.
For
all business within the period and maximum balance stipulated in this Agreement,
regardless of the type of currency, the mortgagor shall bear the guarantee
responsibility for the original currency.
Article
2:
Scope of
mortgage guarantee
The
scope
of mortgage guarantee covers all expenditures needed by the mortgagee to realize
the creditor’s rights, including the principal, interest, default interest,
compound interest, penalty for breach of contract, compensation of loss,
litigation fee, lawyer fee, collateral treatment fee, and scrip fee,
etc.
For
the
portion exceeding the maximum balance due to fluctuation of exchange rate,
the
mortgagor is willing to bear guarantee responsibility.
Article
3: Collateral
1.
The
mortgagor agrees to mortgage the real estate of
parts
of the business stores on the 2nd
floor
of Center Mall, Hanzheng Street, Qiaokou District, Wuhan
as
collateral (See collateral checklist of No.2006.003
and Table 1 and 2
for
details.) The collateral checklist is a component part of this
Agreement.
2.
The
collateral above is evaluated at RMB
FIFTY MILLION FOUR HUNDRED SIXTEEN THOUSAND NINE HUNDRED Yuan
for a
time being. The final value is determined based on the net income when the
collateral is actually sold.
Article
4: Mortgagor’s
commitment
1.
The
mortgagor reserves sufficient and undisputable right of ownership and
disposition of the collateral.
2.
The
collateral can be circulated or transferred according to law.
3.
The
collateral is not sealed up, detained or re-mortgaged.
4.
The
mortgagor does not conceal any tax or engineering payment arrears under the
collateral, and the collateral is not for rent.
5.
The
mortgagor has obtained approval from co-owner of the collateral for the mortgage
under this Agreement.
6.
No
other circumstances of the collateral may affect the mortgagor's realization
of
the mortgage right.
-3-
Article
5:
Effect
of mortgage right
Effect
of
mortgage right involves auxiliary object, secondary right, right of subrogation,
attachment, mixture, processed object and yield, etc.
Article
6: Preservation
of collateral
1.
The
collateral under this Agreement is preserved by the mortgagor, who is
responsible for properly managing the collateral. The mortgagee has the right
to
supervise or inspect the management of the collateral.
2.
During
effective period of this Agreement, the mortgagor shall not bestow, transfer,
sell, rent or re-mortgage the collateral or treat it by other means without
written consent from the mortgagee. If the collateral is transferred, rented
or
sold with written consent from the mortgagee, the money obtained shall be used
to liquidate the debt guaranteed under the main contract or saved to a third
party decided by the mortgagor and mortgagee via negotiation.
3.
During
the effective period of this Agreement, if the collateral is destroyed, lost
or
expropriated, the mortgagor shall take prompt measures to prevent expansion
of
loss and inform the mortgagee in writing immediately. The insurance premium,
compensation and claim obtained by the mortgagor shall be used to pay off the
debt under the main contract in priority.
4.
During
the effective period of this Agreement, in the case of decrease of collateral’s
value, the mortgagee has the right to require the mortgagor to restore the
collateral’s value or provide a recognized guarantee. If the mortgagor refuses
to do so, the mortgagee has the right to announce advanced due of the debt
under
the main contract and require the debtor to fulfill the debt or exercise the
mortgage in advance.
Article
7:
Insurance of the collateral
1.
The
mortgagor shall handle relevant insurance according to mortgagee’s requirement,
with the mortgagee as the first beneficiary.
2.
The
mortgagor shall hand over the original of the insurance policy to the mortgagee
for preservation.
3.
During
effective period of this Agreement, the mortgagor shall not halt or cancel
the
insurance for any reason. In the case of insurance halt, the mortgagee has
the
right to handle insurance procedures on behalf of the mortgagor while all
charges shall be born by the mortgagor. The mortgagee has the right to directly
deduct charges above from any account of the mortgagor.
4.
In
case an insurance event occurs concerning the collateral, the insurance premium
shall be used to cover the debt and relevant charges under the main contract
in
priority.
-4-
Article
8:
Mortgage
registration
The
mortgagor shall handle mortgage registration procedures with relevant
authorities within 5 days after signing of this Agreement, and hand over the
original of ownership certificate of the collateral, mortgage registration
documents and other right certificates to the mortgagee for
preservation.
Article
9:
Realization of mortgage right
1.
If the
debtor and mortgagor violate the responsibilities under the main contract or
this Agreement, the mortgagee has the right to announce that all debt guaranteed
under this Agreement is due in advance, and execute the mortgage right within
the limitations of relevant law.
If
any of
the debt fulfillment period under the main contract expires but the mortgagee
is
not paid off, the mortgagee has the legal right to convert the collateral into
money or auction or sell off the collateral for liquidation in priority. The
remaining amount shall be used to liquidate all guaranteed debts under this
Agreement not due in advance, or saved to a third party decided by the mortgagor
and mortgagee via negotiation. “Expiration” here includes the situation that the
mortgagee announces the debt under the main contract is due in advance according
to provision of state laws and regulations or stipulations of the main
contract.
2.
If
there are more than two mortgagors, the mortgagee has the right to dispose
of
the collateral of any or all of the mortgagors while exercising its mortgage
right.
Article
10:
Responsibility for breach of contract
1.
Once
this Agreement takes effect, both the mortgagor and mortgagee shall fulfill
the
responsibilities under this Agreement. If any party fails to fulfill its
responsibilities, it shall bear corresponding responsibility for breach of
contract and compensate the other party for loss incurred.
2.
If the
mortgagee has one of the following behaviors which causes loss to the mortgagee,
the mortgagor shall compensate the loss in full:
(1)
Conceal such situation of the collateral as co-ownership, dispute, supervision,
seal-up, re-mortgage, rent, tax and engineering payment arrears,
etc.
(2)
Dispose the collateral without written consent from the mortgagee.
(3)
Other
behaviors that breach this Agreement or affect the realization of mortgage
right
of the mortgagee.
Article
11:
Bearing
of charges
Charges
of collateral under this Agreement for registration, evaluation, insurance,
appraisal, notarization and saving shall be born by the mortgagor.
Article
12:
Settlement of disputes
In
the
case of disputes occurring during implementation of this Agreement, the borrower
and the lender can either settle them via negotiation or according to
First
method
below:
1.
Litigation, which is under the jurisdiction of people’s court where lender's
domicile is located.
-5-
2.
Arbitration. Submit the case to _______________________________ (full name
of
the arbitration body according to its arbitration rules.
During
the process of litigation or arbitration, articles of this Agreement which
are
not involved in arbitration will still be executed.
Article
13:
Other
issues
1.
The
mortgagor shall actively learn the operation status of the debtor as well as
occurrence and implementation of businesses under this Agreement. The main
contract, the loan certificate of the main contract or relevant debt obligation
of various businesses under this Agreement will not be sent to the
mortgagor.
Article
14:
Effecting of the Agreement
This
Agreement takes effect upon signing and stamping by all parties involved. If
mortgage registration needs to be handled abiding by law, the Agreement takes
effect starting from the date of registration.
Article
15:
Number
of Agreement copies
This
Agreement is made out in
quintuplicate.
Each
party involved holds one original respectively, which has the same legal
effect.
Article
16:
Note
The
mortgagee has notified the mortgagor and debtor to have a comprehensive and
accurate understanding of articles of this Agreement, and has explained
corresponding articles as required by the mortgagor and debtor. Thus, all
parties have a consistent understanding of this Agreement while signing the
Agreement.
-6-
|
Mortgagee
(SEAL):
|
Debtor
(SEAL):
|
|
|
Agricultural
Bank of China Wuhan Qingshan Branch
|
Wuhan
Blower Co., Ltd
|
|
|
Responsible
Person
|
Legal
Representative
|
|
|
or
authorized agent:
|
or
authorized agent:
|
|
|
/s/
Piao Gonggang
(Seal)
|
/s/
Xx Xxx
(Seal)
|
|
|
Mortgagor
(SEAL):
|
Mortgagor
(SEAL):
|
|
|
/s/
Lian Jia’an Xxx Xxxxx
|
||
|
Legal
Representative
|
Legal
Representative
|
|
|
or
authorized agent:
|
or
authorized agent:
|
| Signing date: October 24th 2006 | |||
| Signed at: Agricultural Bank of China Wuhan Qingshan Branch | |||
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