Common use of Guarantee Liability Clause in Contracts

Guarantee Liability. 6.1 When the debts under the Main Contract is due or Party B declare pre-maturity of the indebtedness according to the Main Contract or the law, and the Debtor fails to timely or fully discharge the debts or the Debtor violates any other provision of the Main Contract, Party A shall immediately perform its obligations within the scope of guarantee specified herein. 6.2 Notwithstanding any other security for the creditor’s rights of Party B under the Main Contract (including but not limited to guarantee, mortgage, pledge, letter of guarantee, standby letter of credit or otherwise), notwithstanding the effectiveness or validity of such other security and notwithstanding any claim of Party B to any other person providing such other security, whether any third party agrees to assume all or part of debts under the Main Contract and whether such other security is provided by the Debtor or not, Party A’s guarantee liabilities hereunder will not be reduced or exempted. Party B may directly demand Party A to assume the liabilities within the scope of guarantee specified herein and Party A will not make any objection. 6.3 Where Party A only provides the guarantee for part of debts under the Main Contract, Party A hereby agrees that Party A shall assume its liabilities for those outstanding debts within the scope of guarantee specified herein, even if any part of debts under the Main Contract is discharged due to discharge of the Debtor, realization of any other security right by Party B or any other reason. 6.4 Where Party A only provides the guarantee for part of debts under the Main Contract and the debts under the Main Contract are not fully discharged after Party A has discharged its liabilities of guarantee hereunder, Party A hereby undertakes that its claim (or exercise in advance) of subrogation or recourse against the Debtor or any other person providing the security will not impair the interests of Party B, and agrees that the discharge of the debts under the Main Contract shall be prior to the enforcement of Party A’s subrogation or recourse. To put it more specific, prior to the full realization of Party B’s creditor’s rights: 6.4.1 Party A undertakes that it will not claim its subrogation or recourse against the Debtor or any other person providing the security; where Party A has realized such right due to whatever cause, the amounts obtained therefrom shall be in priority used to discharge the outstanding debts owing to Party B; 6.4.2 Where any real security is provided for the debts under the Main Contract, Party A undertakes that it will not claim against such real security or the proceeds from disposition of such real security by exercise of its subrogation or any other reason, and such real security and the proceeds from disposition of the same shall be in priority used to discharge the outstanding debts owing to Party B; and 6.4.3 Where the Debtor or any other person providing security provides any countersecurity to Party A, Party A undertakes that all amounts obtained from such countersecurity shall be in priority used to discharge the outstanding debts owing to Party B. 6.5 Party A has fully understood the risk of interest rate. Where Party B adjusts the interest rate or the method of calculation or settlement of interests according to the Main Contract or any change to the national policy of interest rate, and such adjustment causes the increase of interest, penalty interest or compound interest to be paid by the Debtor, Party A shall also be jointly and severally liable for the increased part. 6.6 Where the Debtor owes any other due debt to Party B in addition to the debts under the Main Contract, Party B may directly deduct an amount in RMB or any other currency from any account opened by the Debtor with the business system of the Construction Bank of China to discharge any due debt, and Party A’s liabilities of guarantee will not be reduced or exempted therefor.

Guarantee Liability. 6.1 When 1. If the debts under debt of the Main Master Contract is due mature or Party B declare pre-maturity announces the debt is mature in advance as provided in the Master Contract or laws, or the debtor does not fulfill the debt enough on time, or the debtor breach the other agreement of the indebtedness according to the Main Contract or the law, and the Debtor fails to timely or fully discharge the debts or the Debtor violates any other provision of the Main Master Contract, Party A shall immediately perform its obligations within bear the guarantee liability in the scope of the guarantee specified hereinimmediately. 6.2 Notwithstanding any other security for 2. Party A’s guarantee liability hereunder shall not be reduced and exempted, no matter whether the creditor’s rights debt of the Master Contract to Party B under the Main Contract is supported by other securities (including but not limited to guaranteelimited, mortgageGuarantee, pledgeMortgage, letter of guaranteePledge, standby letter of credit or otherwiseCredit Insurance, SBLC etc.), notwithstanding no matter when the effectiveness foresaid securities is started, whether effective or validity of such other security and notwithstanding any claim of not, whether Party B has claimed to any other person providing such other securityguarantors or not, and whether any the third party agrees agree to assume all or bear the whole and part of debts under the Main debt of the Master Contract or not, and whether such the other security is securities are provided by the Debtor or notdebtor itself, Party A’s guarantee liabilities hereunder will not be reduced or exempted. Party B may directly demand has right to ask Party A to assume bear the liabilities within guarantee liability in the scope of the guarantee specified herein and in the Master Contract, Party A will shall not make give any objection. 6.3 Where 3. If Party A only provides the guarantee for the part of debts under the Main debt of the Master Contract, then Party A agrees, if any, because of the repayment from the debtor, Party B realizing other security right or any other reasons causing the debt of the Master Contract to be settled in part, Party A hereby agrees that Party A shall assume its liabilities still bear the guarantee liability for those outstanding debts within the remain debt in the scope of the guarantee specified herein, even if any part of debts under the Main Contract is discharged due to discharge of the Debtor, realization of any other security right by Party B or any other reasonMaster Contract. 6.4 Where 4. If Party A only provides guarantee for the partial debt of the Master Contract, and the debt of the Master Contract is still not repaid wholly after the guarantee is made, then Party A promises, to claim the subrogation to the debtor or other guarantors, which will not hurt party B’s interests, and agrees the debt of the Master Contract shall be settled prior to Party A realizing the subrogation of its own Specifically, before the debt of Party B is settled wholly: (1) Party A agrees, not to claim the subrogation of the debtor or other security; in case of any reason, Party A realizes the foresaid right, then Party A shall use the money to repay the debt not settled first; (2) If the debt is supported with security in property, Party A agrees not to perform the subrogation or others to claim the collateral or the money of the disposal, Party A shall use the money to repay the debt not settled first; (3) If the debtor or other security provides countersecurity for part of debts under Party A, then Party A shall use the Main Contract and money from the debts under foresaid countersecurity to repay the Main Contract are debt not fully discharged after settled first; 5. Party A has discharged its liabilities been aware of guarantee hereunder, Party A hereby undertakes that its claim (or exercise in advance) of subrogation or recourse against the Debtor or any other person providing the security will not impair the interests of Party B, and agrees that the discharge of the debts under the Main Contract shall be prior to the enforcement of Party A’s subrogation or recourse. To put it more specific, prior to the full realization of Party B’s creditor’s rights: 6.4.1 Party A undertakes that it will not claim its subrogation or recourse against the Debtor or any other person providing the security; where Party A has realized such right due to whatever cause, the amounts obtained therefrom shall be in priority used to discharge the outstanding debts owing to Party B; 6.4.2 Where any real security is provided for the debts under the Main Contract, Party A undertakes that it will not claim against such real security or the proceeds from disposition of such real security by exercise of its subrogation or any other reason, and such real security and the proceeds from disposition of the same shall be in priority used to discharge the outstanding debts owing to Party B; and 6.4.3 Where the Debtor or any other person providing security provides any countersecurity to Party A, Party A undertakes that all amounts obtained from such countersecurity shall be in priority used to discharge the outstanding debts owing to Party B. 6.5 Party A has fully understood the risk of interest the foreign exchange rate. Where If Party B adjusts the interest rate or rate, mode of interest calculation and settlement in accordance with the method of calculation or settlement of interests according to the Main Contract or any change to the national policy of the interest raterate and the Master Contract, and such adjustment which causes the increase of debtor repaying more interest, penalty interest or interest, compound interest to be paid by the Debtorinterest, then Party A shall also be jointly and severally liable bear the guarantee liability for the increased additional part. 6.6 Where 6. Except the Debtor owes any debt of the Master Contract, if the debtor bear the other due mature debt to Party B in addition to the debts under the Main ContractB, then Party B may directly has right to transfer and deduct an any amount in RMB or any other currency from any the account opened by the Debtor with the business debtor at China Construction Bank’s system of the Construction Bank of China to discharge repay any due debtmature debt first, and Party A’s liabilities of guarantee will liability shall not be reduced or exempted thereforand exempted.

Guarantee Liability. 6.1 When Party A shall assume the guarantee liability in the scope of guarantee in case of the maturity of the debt under the Principal Agreement or the infringement of the provisions of the Principal Agreement by the Debtor, or in case that the Debtor fails to repay the debt in due time and in full when Party B announces the early maturity of the debts under the Main Contract is due or Party B declare pre-maturity of the indebtedness Principal Agreement according to the Main Contract terms and conditions of the Principal Agreement or the law, relevant laws and the Debtor fails to timely or fully discharge the debts or the Debtor violates any other provision of the Main Contract, regulations. Party A shall immediately perform its obligations within pay the scope liquidated damage 0.05% of the overdue amount on a daily basis from the date of expiry to the date when Party A pays up the payable amounts in case that Party A fails to pay the due amounts in full in the term required by Party B. The maximum liability stated in this Agreement shall not be the upper limit of the sum of the guarantee specified hereinliability Party A assumes and the liquidated damage mentioned hereinabove in this case. 6.2 Notwithstanding any No matter whether Party B has other security surety for the creditorCreditor’s rights of Party B under the Main Contract Principal Agreement (including but not limited to guarantee, mortgage, pledge, letter Letter of guarantee, standby letter of credit or otherwiseGuarantee and Standby L/C), notwithstanding whether the effectiveness or validity of such other security and notwithstanding any claim of surety mentioned hereinabove has established, and/or whether the surety has taken effect, and/or whether Party B to any has claimed its rights against other person providing such other securityguarantors, and/or whether any the third party agrees to assume all the debt in part or part of debts in whole under the Main Contract and Principal Agreement, and/or whether such other security the above-mentioned surety is provided by the Debtor or notitself, the guarantee liability Party A’s guarantee liabilities hereunder will A shall undertake under this Agreement shall not be reduced or exempted. relieved and Party B may can directly demand ask Party A to assume the liabilities within its guarantee liability in the scope of guarantee specified herein and in accordance with the Agreement, free of any objection from Party A. 6.3 Party A will not make shall hold harmless Party B from and against any objection. 6.3 Where damages or losses related to or arising out of the claim of right of subrogation or right of recourse by Party A only provides if the guarantee for part of debts debt under the Main ContractPrincipal Agreement can not get a full settlement even after Party A performed its guarantee liability since the maximum guarantee liability defined in this Agreement is less than the amount of the actual debt balance under the Principal Agreement. In addition, Party A hereby agrees that Party A shall assume its liabilities for those outstanding debts within the scope repayment of guarantee specified herein, even if any part of debts under the Main Contract is discharged due to discharge of the Debtor, realization of any other security right by Party B or any other reason. 6.4 Where Party A only provides the guarantee for part of debts under the Main Contract and the debts under the Main Contract are not fully discharged after Party A has discharged its liabilities Principal Agreement shall have priority over the exercise of guarantee hereunder, Party A hereby undertakes that its claim (or exercise in advance) the right of subrogation or right of recourse. In other words, prior to the full settlement of the debts of Party B: 6.3.1 Party A agrees not to claim right of subrogation or right of recourse against the Debtor or other guarantors. Party A shall apply the amounts it acquires in case that Party A somehow performs the rights mentioned hereinabove first in the settlement of the outstanding debt. 6.3.2 Party A agrees not to claim its rights on the collateral or the amounts it receives after the disposition of the collateral as a result of its right of subrogation or any other person providing reasons in case that guarantee in rem is also attached to the security debt under the Principal Agreement, and in this case the collateral and the amounts mentioned hereinabove will not impair be used to repay the interests debt balance first; 6.3.3 The amounts Party A receives due to the counter guarantee which the Debtor or other guarantors may provide to Party A shall be first used in the settlement of the overdue debt of Party BB. 6.4 Party A shall have a full understanding of Interest Rate Risk (IRR), on this account Party A shall assume the joint and agrees several liabilities on the increased interest, default interest and compound interest as a result of the adjustment of interest rate and the change of the method for calculating or settling the interest made by Party B in accordance with the provisions of the Principal Agreement or in response to the change of national interest policy. 6.5 Party B is entitled to deduct the amounts in RMB or in other currencies from the accounts the Debtor opens in Construction Bank of China’s business system for the settlement of any one due debt in case that the discharge of Debtor is indebted to Party B besides the debts under the Main Contract shall be prior Principal Agreement, and the deduction will not constitute any relief to the enforcement guarantee liability of Party A’s subrogation or recourse. To put it more specific, prior to the full realization of Party B’s creditor’s rights: 6.4.1 Party A undertakes that it will not claim its subrogation or recourse against the Debtor or any other person providing the security; where Party A has realized such right due to whatever cause, the amounts obtained therefrom shall be in priority used to discharge the outstanding debts owing to Party B; 6.4.2 Where any real security is provided for the debts under the Main Contract, Party A undertakes that it will not claim against such real security or the proceeds from disposition of such real security by exercise of its subrogation or any other reason, and such real security and the proceeds from disposition of the same shall be in priority used to discharge the outstanding debts owing to Party B; and 6.4.3 Where the Debtor or any other person providing security provides any countersecurity to Party A, Party A undertakes that all amounts obtained from such countersecurity shall be in priority used to discharge the outstanding debts owing to Party B. 6.5 Party A has fully understood the risk of interest rate. Where Party B adjusts the interest rate or the method of calculation or settlement of interests according to the Main Contract or any change to the national policy of interest rate, and such adjustment causes the increase of interest, penalty interest or compound interest to be paid by the Debtor, Party A shall also be jointly and severally liable for the increased part. 6.6 Where the Debtor owes any other due debt to Party B in addition to the debts under the Main Contract, Party B may directly deduct an amount in RMB or any other currency from any account opened by the Debtor with the business system of the Construction Bank of China to discharge any due debt, and Party A’s liabilities of guarantee will not be reduced or exempted therefor.A.

Guarantee Liability. 6.1 When I. If the debts debt under the Main Master Contract is due expires or Party B declare pre-maturity announces that the debt expires ahead of the indebtedness schedule according to the Main stipulations of the Master Contract or the lawlegal provisions, and the Debtor fails to timely or fully discharge the debts perform in full and on time, or the Debtor violates any other provision stipulations of the Main Master Contract, Party A shall immediately perform its obligations assume the guarantee responsibility within the scope of guarantee specified hereinscope. 6.2 Notwithstanding any other security for the creditor’s rights of II. No matter whether Party B under the Main Contract has other guarantees (including but not limited to guaranteewarranty, mortgage, pledge, letter of guarantee, standby letter of credit or otherwise)and other guarantee methods) for the credit rights under the Master Contract, notwithstanding no matter when the effectiveness or validity of such above other security guarantees are established and notwithstanding any claim of whether they are valid, whether Party B claims rights to any other person providing such other securityguarantors, and whether any or not a third party agrees Party Agrees to assume all or part of debts the debt under the Main Contract and Master Contract, no matter whether such other security is guarantees are provided by the Debtor itself or not, Party A’s guarantee liabilities hereunder under this Contract will not be reduced or exempted. , Party B may directly demand require Party A to assume the guarantee liabilities within the its guarantee scope of guarantee specified herein in accordance with this Contract, and Party A will not make raise any objection. 6.3 Where III. If Party A only provides the guarantee for part of the debts under the Main Master Contract, Party A hereby agrees that Party A shall assume its liabilities for those outstanding debts within the scope of guarantee specified herein, even if any part of debts under the Main Contract is discharged due to discharge of the Debtor, realization of any other security right by Party B or any other reason. 6.4 Where Party A only provides the guarantee for part of debts under the Main Contract and the debts under the Main Master Contract are partially eliminated due to the Debtor’s repayment, Party B’s realization of other guarantee rights or any other reasons, Party A shall still bear the guarantee liabilities for the debts that have not yet been eliminated within the guarantee scope in accordance with the stipulations of this Contract. IV. If the debts under the Master Contract have not been fully discharged paid off after Party A has discharged its liabilities of assumes the guarantee hereunderliabilities, Party A hereby undertakes promises that its claim (or exercise in advanceincluding pre-exercise) of subrogation right or recourse against right to the Debtor or other guarantors shall not cause any other person providing the security will not impair the interests of damage to Party B’s interests, and agrees that the discharge repayment of the debts under the Main Master Contract shall be prior to have priority over the enforcement realization of Party A’s subrogation right or recourserecourse right. To put it more specificSpecifically, prior to the full realization of before Party B’s creditor’s rights:credit rights are fully paid off, 6.4.1 (I) Party A undertakes that it will agrees not to claim its subrogation right or recourse against right from the Debtor or any other person providing the securityguarantors; where if Party A has realized such right due to whatever causerealizes the above rights for any reason, the amounts obtained therefrom it shall be in priority used to discharge pay off the outstanding debts owing to credit rights of Party B;B in priority. 6.4.2 Where (II) If there is any real security is provided object guarantee for the debts under the Main Master Contract, Party A undertakes that it will agrees not to claim against such real security the guarantee or the proceeds from disposition its disposal for the reason of such real security by exercise of its exercising the subrogation right or for any other reasonreasons, and such real security the above guaranty and the proceeds from disposition of the same shall be in priority used to discharge pay off the outstanding debts owing to credit rights of Party B; andB in priority; 6.4.3 Where (III) If the Debtor or any other person providing security provides any countersecurity to guarantors provide counter guarantee for Party A, the amount obtained by Party A undertakes that all amounts obtained from such countersecurity based on the above counter guarantee shall be in priority used to discharge pay off the outstanding debts owing to credit rights of Party B. 6.5 V. Party A has fully understood realized the risk of interest raterate risk. Where If Party B adjusts the interest rate level, interest bearing or the interest settlement method of calculation or settlement of interests according to the Main agreement in the Master Contract or any the change to of the national policy of interest raterate policy, and such adjustment causes resulting in an increase in the increase of interest, penalty interest or and compound interest to be paid payable by the Debtor, Party A shall also be jointly bear joint and severally liable several guarantee liabilities for the increased partincrease. 6.6 Where the Debtor owes any other due debt to Party B in VI. In addition to the debts under the Main Master Contract, if the Debtor has other debts due to Party B, Party B may directly deduct an amount in has the right to transfer and collect the RMB or any other currency from any in the account opened by the Debtor with the business system of the in China Construction Bank of China system, which shall be first used to discharge pay off any due debtdebts due, and Party A’s guarantee liabilities of guarantee will shall not be reduced or exempted thereforand exempted.