Shanghai Pudong Development Bank Real Estate Maximum Mortgage Agreement Shanghai Pudong Development Bank
Exhibit
10.15
Shanghai
Pudong Development Bank
Shanghai
Pudong Development Bank
Contact
No.: ZD7001200628078501
Mortgagor
(Party A): Guanglin Chemistry Factory, Liufang Street, Jiangxia District, Wuhan
Legal
Address: Hukou Village, Liufang Street, Jiangxia District
Correspondence
Address:
Mortgagee
(Party B): Shanghai
Pudong Development Bank Wuhan Branch
Address:
Whereas
Party B has granted or intends to grant a series of credits (including but
not
limited to offering loans, opening banker’s acceptance ▇▇▇▇, etc.)
to
Wuhan
Blower Co., Ltd
(hereinafter referred to as “Debtor”) in accordance with the period and amount
of claims provided in Article 2.1 of this Agreement. To safeguard the
implementation of Party B’s claims, Party A hereby agrees to mortgage the
following collateral as security and grant Party B the first priority of claim.
In conformity with the principle of equality and through consultation, the
two
Parties hereby enter into this Agreement.
Article
1 Collateral
1.1
The
collateral under this Agreement is:
Title:
Real Estate of Guanglin Chemistry Factory, Hukou village, Liufang Street,
Jiangxia District, Wuhan
Location:
Hukou village, Liufang Street, Jiangxia District
Type:
For
both business and residential purposes.
Structure:
Steel & Concrete
Area:
5149.52 sqm
Condition:
Good
Appraised
Value:
Ownership:
Guanglin Chemistry Factory, Hukou village, Liufang Street, Jiangxia
District
Ownership
to Use Right:
Series
Number of Certificate: Xia ▇▇▇ ▇▇▇▇ (2003) No.219
1.2
The
validity of the mortgage right in this Contract shall affect the collateral
itself, the appendants, secondary rights, right of subrogation, fixtures,
accessories and fruits thereof.
1.3
In
the event that Party A goes into bankruptcy proceedings, the collateral under
this Agreement shall not be contained in the list of bankruptcy
property.
Article
2 Warranted Obligation
2.1
Principal debt
The
principal debt guaranteed under this Agreement shall be the debts offered by
Party B owing to the loan and other credits during the period between
16
November 2006
and
15
October 2009.
The
maximum principal balance of the above loan and other credits shall not excess
RMB
NINE MILLION AND SIX HUNDRED THOUSAND YUAN.
The
effective evidence in respect of liability owned by the Debtor shall be referred
to in the accounting evidence issued by Party B in accordance with the
operational rules. In the event that any matters provided by law or agreed
to by
the Parties arise and lead to the earlier termination of the above-mentioned
Credit Period, the claims below the above-mentioned maximum principal balance
by
this date shall fall within the scope of guaranty.
2.2
Scope
of Guaranty
Besides
the principal claim mentioned in the above article, the scope of guaranty under
this Agreement also includes all the interests, fines for breach of contract,
compensation fees, attorney fees, proceedings fee and other relevant fees
thereof.
2.3
Nature of Guarantee
(1)
Party
B shall be entitled to the priority of claim in respect to the collateral.
Party
B shall have priority of the proceeds from elimination of the collateral
pursuant to legislation. When exercising the rights under this Agreement, Party
B shall not have the obligation to claim with Debtor or other guarantors firstly
or simultaneously.
(2)
The
guarantee liability of Party A under this Agreement shall be independent,
irrevocable and unconditional. This Mortgage Contract shall not be affected
by
the principal contract and still be effective regardless of the invalidity
of
the principal contract. The guarantee liability of Party A shall not be affected
by Party B’s consent to the renewal of debt, reorganization, the modification of
Credit Contract and the alteration to the operation or management system of
Debtor or Party A.
Article
3 Notarization and Mortgage Registration
3.1
The
execution of this Agreement shall be notarized with notarization authorities
as
Party B determines. If Party B requires, the notarization with enforceability
shall be implemented.
3.2
The
Parties thereto shall go through mortgage registration with competent real
estate registration authority according to supervision authority within thirty
(30) days after notarization (or the date of execution of this Contract in
the
event that Party B expressly indicates that notarization is not required).
After
the grant of mortgage certificate, Party A shall forthwith deliver the original
copy of mortgage certificate or certificate of collateral ownership to Party
B
for preservation.
3.3
In
the event that the house purchased by installment is pledged as collateral
by
Party A and the house is bought during the mortgage period, the Parties shall
go
through mortgage registration within thirty (30) days after the grant of
certificate of house ownership.
3.4
In
the event that this Agreement is terminated pursuant to the provisions of
Article 8 or Party B otherwise agrees, Party B shall return the above
documentation and other relevant evidence of rights to Party A at Party A’s
request and go through cancellation registration with the original real estate
registration authority in company with Party A.
3.5
Party
A shall bear all the fees and expenses incurred in connection with this Article.
Article
4 Insurance
4.1
In
the event that Party A has taken out an insurance policy with respect to the
collateral, Party A shall go through the transfer procedure with respect to
insurance rights and interests which places Party B as the first beneficiary
within five (5) days after the date of this Agreement. If there is no insurance
policy with respect to collateral existing or Party B is not satisfied with
the
original insurance, Party A shall go through insurance procedure at the
insurance company in respect of insurance coverage, insurance period and insured
amount as determined by Party B within five (5) days after the date of this
Agreement. Party B shall be the first beneficiary in the above insurance
contract. The period of the above insurance shall exceed the period of liability
of performance as provided in the principal contract. In case of any renewal
of
the loan under the principal contract, Party A shall go through the procedure
to
extend the insurance period accordingly.
4.2
Party
A shall pay the entire premium on time and deliver all the insurance documents
as well as originals of evidence to Party B for preservation.
4.3
Without Party B’s written consent, Party A must not alter or modify any
provisions of the insurance policy or do any alteration with respect to the
insurance policy itself. Furthermore, Party A must not terminate or cancel
the
said insurance or recklessly authorize the cancellation, termination,
invalidation due to overtime and withdraw of the said insurance.
4.4
In
the event of Party A’s failure to purchase the said insurance with respect to
the collateral duly or maintain the said insurance recklessly, Party B shall
have the right to take out an insurance policy with respect to the collateral
and/or maintain the said insurance. Fees or expenses thereof shall be paid
by
Party A. Notwithstanding this provision, Party B shall bear no obligation to
take out insurance policy or maintain insurance for the benefit of Party A.
4.5
In
the event of any insurance accident against the insured collateral, Party B
shall have priority in the claim for the principal and interest of guaranteed
loan as well as relevant fees in advance from the insurance compensation.
Article
5 Representation and Guarantee
Party
A
makes the following representation and guarantee, which remains effective during
effective period of this Agreement.
5.1
Party
A has full rights on it total assets with complete civil capacity and undertakes
independent civil liability.
5.2
Party
A has authorized a representative to sign this Agreement, the articles of which
are all a real declaration of will of Party A and have binding force on Party
B.
5.3
Signature and execution of this Agreement by the borrower shall not go against
laws, regulations, rules, adjudications or commands that shall be observed
by
the borrower, not conflict with the borrower’s chapters, or any contract,
agreement or any other obligations by the borrower.
5.4
Party
A guarantees that all documents and materials involved with this Agreement
and
collateral are true, effective, complete and correct without any concealed
information.
5.5
Party
A hereby warrants that Party A is entitled to the absolute and legal ownership
of property or right of disposal in respect of the collateral. The said
collateral is free and clear of any and all mortgages (Unless this Agreement
otherwise provides), leases (Unless prior written explanation is delivered
to
Party B and authorized by Party B), trust or co-ownership on the date of this
Agreement. Party A further represents that there are no title disputes,
restrictions imposed by law or other right encumbrances existing or pending.
Article
6 Other Agreement
Party
A
and Party B reach further agreement on the terms hereunder.
6.1
The
mortgaged property shall be occupied by Party A, who shall keep the mortgaged
property safe and intact, and shall be fully responsible for the maintenance,
care etc of the mortgaged property, and timely pay all the taxes, fees and
charges in connection with the property and the mortgage during the occupation
period.
6.2
Party
B has the right to supervise and inspect at any time the operation status of
Party A, and the use and maintenance of the mortgaged property, and Party A
shall render active cooperation.
6.3
Without a consent in writing by Party B, Party A shall neither sell, exchange,
gift, lease, transfer, re-mortgage, or otherwise dispose the mortgaged property,
nor shall it rebuild, take apart or otherwise dispose the mortgaged property
to
the extent of changing the nature of use of the mortgaged property.
6.4
If
the Party A's behavior is serious enough to cause a decline in the value of
the
mortgaged property, Party B is entitled to ask Party A to terminate such
behavior, and ask it to restore the value of the property or offer an acceptable
guaranty equivalent to the value of the loss in the event that such behavior
does caused a loss in the value of the mortgaged property.
6.5
Where
the mortgaged property suffers physical loss, damage, or loss in value due
to
reasons other than Party A's fault, Party A shall immediately inform Party
B,
and take effective measures to prevent such losses from aggravating. Party
B
shall enjoy a right of subrogation against the indemnities, compensation, and
other interests.
6.6
Party
B shall have the right to designate a legally established assessment institution
to assess the value of the mortgaged property when necessary, and all the fees
and charges resulted from the assessment are for the account of Party
A.
6.7
Upon
the occurrence of any event that may affect Party A's ability to perform the
obligations adversely, Party A warrants to inform Party B in writing within
three days from the knowing of such event.
Article
7 Realization of mortgage right
7.1
When
the performance deadline of the liability under the credit contract expires
(including the advanced maturity due to the violation of debtor or/and violation
of the statement and guarantee, agreed issues by Party A) and Party B does
not
accept the tender, or the circumstances stipulated by laws, rules and
regulations take place which state that Party B is entitled to dispose of the
real estate, Party B may consult with Party A to accept the payment by means
of
mortgage conversion or auction, realization of pawn, etc. The failure of the
consultation may be submitted to the People's Court by Party B for lawsuit.
The
insufficient sum after the mortgage disposal shall be discharged by the debtor.
If the Agreement has been introduced by Party B to the designated notary organ
to enforce the effective notarization, it shall be disposed with reference
to
Article 9.2 of this Agreement.
7.2
In
the disposal process, Party B is entitled to stipulate the assignee, auction
house, adjuster, lawyer or other agent to exert all or part of the rights and
Party A shall raise no objection to it.
7.3
The
expense caused by this article shall be taken by Party A, and Party B has the
right to directly transfer from the fund of disposed mortgage.
7.4
After
Party B executes the mortgage right stipulated in this Agreement, Party A
promises hereby to bear liability of the non-discharged obligor if mortgage
is
inadequate for repaying the liability when Party A is the third person.
Article
8 Period of Validity
8.1
This
Agreement shall come to force after being stamped by the persons concerned
of
both parties, or being signed (sealed) by each legal representative or
authorized representative after handling mortgage registration in accordance
with Article 3. This Agreement shall not terminate until foresaid guaranteed
obligatory rights in Article 2 are fully paid off, as well as the mortgage
registration is written off. In the event that obligor makes repayment in
advance, this Contract shall terminate after six months of such repayment in
advance, unless otherwise agreed by the parties hereto.
8.2
The
mortgage right in Article 8 and the guaranteed obligatory right foresaid in
Article 2 coexist. Where the guaranteed obligatory right foresaid in Article
2
disappears, the mortgage right disappears.
Article
9 Other provisions
9.1
This
Agreement shall be an effective part of the Credit Contract and shall have
the
same effect as Credit Contract. The full and effective performance of this
Agreement shall constitute one of the prior conditions that Debtor draws money
under loan contract or other credit contract.
9.2
This
Agreement shall not be modified without the two Parties’ consultation. If the
two Parties approve the modification after consultation, Party A shall go
through modification registration in respect of the parts that have been
registered. This Agreement shall be still in force prior to the modification
registration.
9.3
This
Agreement shall be governed by Laws of the People’s Republic of China. Any
disputes in connection with this Agreement shall be submitted to People’s Court
of the principal business place of Party B for jurisdiction. If case of
notarization with enforceability by notarization authority as Party B
determines, Party B shall petition for enforcement with competent People’s Court
pursuant to the Laws and Regulations of the People’s Republic of
China.
9.4
This
Agreement shall be executed in four originals. The two Parties, notarization
authority and real estate registration authority respectively one original.
Duplicates shall be kept for examination.
|
Mortgagor
(Seal):
|
Mortgagee
(Seal):
|
|
| Wuhan Blower Co., Ltd | Shanghai Pudong Development Bank Wuhan Branch |
|
Legal
Representative
|
Legal
Representative
|
|
| or Authorized Proxy: | or Authorized Proxy: | |
| /s/ ▇▇ ▇▇▇ | /s/ Ma ▇▇▇▇▇▇ |
Account
Bank and Number:
Date
of
Execution: Oct.16, 2006