最高额不可撤销担保书 英文版
最高额不可撤销担保书
最高额不可撤销担保书(Maximum Amount Irrevocable Guarantee)担保书编号:XXXXX担保人:_______________(以下简称“担保人”)债务人:_______________(以下简称“债务人”)就债务人与债权人_______________之间的一切债务,担保人向债权人提供保证并作出如下承诺:一、保证方式1. 担保人保证担保债务人履行或支付其对债权人的一切合法债务。
2. 担保人同意一旦被债权人通知债务人无法履行其债务时,即不可撤销地履行并支付所有未偿债务和债权人因此而产生的任何费用。
3. 担保人不得以任何理由主张其对债权人担保责任不履行。
4. 担保人同意该担保书在任何情况下不予撤销或变更。
二、保证金额1. 本担保书的最高额度为人民币_________(大写:____________)。
2. 目前债务人的债务金额为人民币_________(大写:____________)。
3. 担保人同意一旦债务人的债务超过最高额度,担保人将立即履行担保责任,并支付全部剩余金额。
三、期限与履行方式1. 本担保书起始日期为_________,截止日期为_________。
2. 担保人同意在债权人提出支付要求的_______小时内履行担保责任。
3. 担保人同意根据债权人的需求,以现金、支票或电汇等支付方式作出支付。
四、其他条款1. 担保人同意债权人在任何时候,无需提供通知或获得同意即可行使其权利。
2. 担保人同意本担保书适用中华人民共和国法律,并同意接受相关法律的管辖。
3. 在本担保书生效期间,如债务人或债权人发生重大变动(包括但不限于合并、分立、股权转让等),担保人同意在债权人的要求下,及时作出相应的变更。
4. 担保人同意在本担保书生效期间,债权人有权随时要求担保人提供财务状况证明、抵押担保物评估报告等相关文件。
5. 担保人同意债务人对债权人的债务在担保期间内的降低不会降低担保责任。
最高额不可撤销担保书
最高额不可撤销担保书“不可撤销”一词据说源于信用证的惯例,下面店铺为大家精心整理了最高额不可撤销担保书,希望能给你带来帮助。
最高额不可撤销担保书篇一:最高额不可撤销担保书编号:高保字( )第号致:鉴于:贵公司和 (以下简称“借款人”)于年月日签订了编号为号的《》(以下简称“《主合同》”)。
根据《主合同》,在年月日至年月日的授信期间(以下简称“授信期间”)内,贵公司向借款人提供最高本金限额为人民币(大写)元整的贷款额度(以下简称“贷款额度”)。
经借款人要求,本保证人同意出具本担保书,自愿为借款人在《主合同》项下所欠贵公司的所有债务承担连带保证责任。
具体担保事项如下:第一条本担保书为最高额担保书1.1 在授信期间内,贵公司可根据《主合同》和/或该合同项下各具体业务文件分次向借款人发放贷款。
贷款额度借款人可循环使用,每次贷款的金额、期限、利率、用途等可由各笔贷款文件另行确定。
各笔贷款到期日可晚于《主合同》约定的授信期间到期日。
1.2 在授信期间届满,贵公司向借款人提供的贷款仍有余额时,即由本保证人在本担保书第2条所确定的保证范围内承担连带清偿责任;在授信期间届满前,如贵公司根据《主合同》和/或各具体业务文件的规定提前向借款人追索,本保证人亦在本担保书第2条所确定的保证范围内承担连带保证责任。
1.3在《主合同》项下各具体业务履行过程中贵公司和借款人之间就各具体业务的期限、利率、金额等达成展期协议书或变更有关条款,或贵公司在担保期间根据《主合同》及/或各具体业务文件规定调整利率的,无需征得本保证人的同意或通知本保证人,且本保证人均予以认可,并同意按照变更或调整后的内容履行本担保书项下的担保责任。
第二条保证范围本保证人提供保证担保的范围为贵公司根据《主合同》在授信期间和贷款额度内向借款人提供的贷款本金余额之和(最高限额为人民币元)、该本金产生的利息(包括法定利息、约定利息、逾期利息及罚息、复利)、手续费及其他费用、违约金、损害赔偿金、实现主债权及担保债权的费用(包括但不限于诉讼费、评估费、拍卖费、鉴定费、律师费、公证费、提存费、执行费、保管费、差旅费等)。
信用证不可撤销中英文范本.doc
Letter of Credit, Irrevocable documentaryBank ALondon, International DivisionAddress:Tel:Telex:Date:Irrevocable Letter of CreditCredit numberAdvising bankOf issuing bank:16358Of issuing bank 8536ApplicantBank of china Guangzhou Joseph Smith & Sons 52XX Street, SouthamptonBeneficiary AmountGuang Arts & Crafts Corporation US$2000(US Dollars Two Thousand Only)Guangzhou, ChinaExpiry31 May 1986 at the counter of:Dear SirsWe hereby issue in your favour this Irrevocable Letter of Credit which is available by you drafts at ⋯⋯ sight drawn on usFor 100%......of invoice value accompanies by the following documents:Signed Invoice in three copies certifying that goods are in accordance with Contract No. GA/JS-453Insurance certifieate for invoice amount plus 10%Clean shipped Bills of lading in complete set issued to order and blank endorsed marked “ Freight paid ”Packing listCovering: 250 Cartons Porcelain Figures (CIF Southampton)Despatch/Shipment from China port to Southampton, BritainPartal Shipments PermittedTranshipment PermittedSpecial conditions:We hereby engage that payment will be duly made against documents presentedin conformity with the terms of this credit.Yours faithfullyBank A, London, International Division CountersignedAdvising Bank’ s notificationWe hereby advise this credit without any engagement on our partBank of China, Beijing(signed)20 April 1986以下为中文:伦敦“A”国际部地址:电话:电传号码:电报挂号:日期:1986年4月10日不可撤销信用证开证行证号:16358通知行证号:8536通知行:中国银行广州分行申请开证人:南安普顿 XXX约瑟夫.史密斯父子公司受益人:金额:中国、广州2,000 美元(贰千美元正)广州工艺品公司有效期:截至1986年5月31日在中国广州中国银行分行办公处敬启者:兹开立以贵公司为受益人的不可撤销信用证,凭贵公司开具以我行为付款恩,按发票金额100%开立的即期汇票用款,并须附有下列“X”的单据:X经签署的发票一式三份,证明货物属第GA/JS-453号合同项下。
2024年不可撤销担保书样本(六篇)
2024年不可撤销担保书样本致:根据(以下简称借款人)的贷款申请和你行与借款人于年月日签订的贷款合同,你行贷给借款人人民币金额(大写) ,贷款利率,贷款期限自至。
在此,我(以下简称担保人)愿为上述合同中的借款人提供担保,并愿为之承担在合同中所有的连带经济责任,特郑重声明如下:第一条本担保人是依法登记注册、资信可靠、确有偿还债务能力的金融机构。
第二条本担保书担保最高金额为贷款本金人民币万元以及该贷款的全部应付利息及费用。
第三条本担保书为无条件不可撤销的担保文件,担保人的任何其他金融行为不改变本担保书的真实性和有效性。
第四条担保人在收到你行出具的借款人未能按期支付到期应付款项的证明及要求担保人履行担保责任的付款通知后,保证按付款通知规定的付款日,主动无条件向你行付清全部应付担保款项。
本担保人确认,你行出具的借款人无力支付到期应付款项的证明和要求担保人履行担保责任的付款通知是终结性的,对借款人和担保人均有约束力。
第五条本担保书不受借款人上级指令的制约,不受借款人与任何单位签订的任何协议、文件的制约,也不受借款人破产、无力清偿借款、丧失企业资格、更改组织章程及关、停、并、转等各种变化的制约,本担保书始终有效。
只要担保的贷款本金不增加,你行对本担保贷款的合同任何修改或变通执行,均不改变担保人对贷款本息、费用偿付的担保责任。
第六条担保人因某种原因,失去担保资格和能力时,应及时通知你行,并推荐继承担保人,经你行认可后,担保人协助办理担保责任转移手续。
在转移担保手续未办妥前,担保人仍承担担保责任。
第七条本担保书自签发之日起生效,至借款人或担保人偿清全部借款本息时自动失效。
第八条本担保书解释权属于银行。
担保人(公章):法定代表人(公章):地址:电话:2024年不可撤销担保书样本(二)[借款人名称][借款人地址][日期][保证人名称][保证人地址]尊敬的[保证人名称]先生/女士:经与您充分沟通和协商,借款人[借款人名称]作为借款方向保证人[保证人名称]作为保证方借款人提供担保,为明确双方的权益与义务,我们特此制定此不可撤销担保书。
2024年不可撤销反担保函
不可撤销反担保函不可撤销反担保函(Irrevocable Letter of Credit)是一种保证金融交易正常进行的方式,具体来说就是由一家银行给予一个承诺,向债务人的债权人支付一定金额的担保金,以确保债务人履行其义务。
本文将从不可撤销反担保函的定义、种类、使用场景、申请流程等多个方面详细介绍。
定义不可撤销反担保函是由银行在债务人向债权人提交申请之后,为保证债权人债权得到保障而签发的一种书面凭证。
其核心内容就是银行向债权人保证,在债务人无法按照条款提供担保时,银行将按照条款支付债权人所要求的金额,因此也被称为反担保函。
种类不可撤销反担保函主要包括两种:保证性和信用性。
保函性不可撤销信用证主要由银行出具,是银行为了向债权人提供一种保证,保证担保人在合同规定的期限内支付担保金额;信用性不可撤销信用证是在开证申请人提供信用证的信贷支持下,向卖方(受益人)发出的保付证书,通常用于跨国贸易、国际信托、国际基金等交易场景中。
使用场景不可撤销反担保函通常应用于以下场景:•国际贸易:在买卖双方之间进行国际贸易过程中;•保证投标:在投标过程中提交不可撤销反担保函,以增加竞争力;•政府部门申报:在申报政府招标项目时,申请人需要提供有效的不可撤销反担保函以证明其经济实力和承诺能力。
申请流程不可撤销反担保函的申请流程通常包括以下阶段:1.申请人向银行提交申请,要求开立不可撤销反担保函。
2.银行对申请人的信用状况进行评估,审核申请人的资质,决定是否签发此信用凭证。
3.如果银行决定签发不可撤销反担保函,银行向债权人发出承诺书,保证在债务人无法正常履行义务的情况下,支付债权人所要求的金额。
4.如果在承诺期限内,债务人无法按照合同规定履行义务,则债权人可以向银行申领担保金。
注意事项申请不可撤销反担保函需要了解以下几点:1.申请人必须有充分的信誉保证,并能够根据需要提供信用资料,说明其资信状况。
2.不可撤销反担保函一旦开立则不能修改,申请人必须清楚明确自己的需求和开立的条件,签署合同之前需要经过充分的确认和办理手续。
最高额不可撤销担保书
最高额不可撤销担保书尊敬的债权人:鉴于_____(以下简称“债务人”)与贵方于_____年_____月_____日签订了编号为_____的《_____合同》(以下简称“主合同”),为保障贵方债权的实现,本人/本单位_____(以下简称“担保人”)愿意为债务人在主合同项下的债务提供最高额不可撤销担保。
一、担保范围担保人所担保的主债权为自_____年_____月_____日起至_____年_____月_____日期间,债务人在贵方办理约定的各类业务所实际形成的债务(包括但不限于各类贷款、票据贴现、承兑、担保、信用证等业务)的最高本金余额折合人民币(大写)_____元整以及相应的利息、罚息、复利、违约金、损害赔偿金、贵方为实现债权而发生的费用(包括但不限于诉讼费、仲裁费、律师费、差旅费、评估费、拍卖或变卖费、过户费、保全费、公告费、执行费等)。
二、担保方式本担保为最高额连带责任保证担保。
三、担保期间担保期间为自本担保书生效之日起至主合同项下每笔债务履行期限届满之日起三年。
四、担保责任1、债务人未按主合同约定履行到期债务(包括但不限于提前到期),贵方有权直接要求担保人承担担保责任。
担保人应在接到贵方书面通知之日起_____日内履行清偿义务。
2、无论贵方对主合同项下的债权是否拥有其他担保(包括但不限于保证、抵押、质押、保函、备用信用证等担保方式),贵方均有权直接要求担保人在其担保范围内承担担保责任,担保人不提出任何异议。
3、担保人承担担保责任后,有权向债务人追偿。
五、声明与承诺1、担保人具有完全民事行为能力,有足够的能力承担担保责任。
2、担保人签署和履行本担保书系其真实意思表示,已经按照其章程或者其他内部管理文件的要求取得合法、有效的授权。
3、担保人向贵方提供的所有文件、资料、报表和凭证等是准确、真实、完整和有效的。
4、担保人知悉并同意主合同的全部条款,愿意为债务人在主合同项下的债务提供担保。
5、担保人的财产状况未发生不利于履行本担保书项下担保责任的变化。
担保合同中英文对照(含5篇)
担保合同中英文对照(含5篇)第一篇:担保合同中英文对照担保合同中英文对照供参考担保协议Guarantee Agreement 担保合同,(适用于银行担保项下)(Applicable to Bank Guarantee)1.作为委托人的(以下称“委托人”)和2.作为保证人的XX银行股份有限公司(以下称“保证人”)签署。
This Guarantee Agreement(hereinafter referred to as the “Agreement”)is made and entered into as of(M/D/Y)betweenas the Client(hereinafter referred to as the “Client”)andBranch, China XXXX Bank as the Guarantor(hereinafter referred to as the “Guarantor”).□本协议构成委托人与保证人签订的编号为年字第号的《授信协议》(下称《授信协议》)的组成部分(本条适用的,在□中打“√”)。
The Agreement constitutes an integral part of the Credit Extension Agreement [20 ] No.(hereinafter referred to as the “Credit Extension Agreement”)between the Client and the Guarantor(if this paragraph appl ies, please click “√” in □).鉴于:Whereas 1.委托人或被担保人(以下简称被担保人)与于****年**月**日签署了总金额为币的编号为的关于的合同/标书(以下简称“合同”),或委托人或被担保人参加了招标书编号为关于项目的投标(以下简称“投标”);1.The Client or the Guaranteed(hereinafter referred to as the “Guaranteed”)signed No.Contract on/Bid Document totaling(Currency)(hereinafter referred to as the “Contract”)withon(M/D/Y), or the Client or the Guaranteed participated in the tender forProject with Bid Document No.(hereinafter referred to as the “Bid”);2.委托人申请保证人为委托人或被担保人开立上述合同或投标项下以为受益人(以下称“受益人”),金额币,编号为的保函/备用信用证(下称“保函”)。
PledgeandIrrevocableProxySecurityAgreement抵押及不可撤销保证协议.doc
Pledge and Irrevocable Proxy Security Agreement抵押及不可撤销保证协议-THIS PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT is made and entered into as of the _________(M/D/Y), by AAA INC., a _________(STATE) corporation (hereinafter called Pledgor ), whose chief executive office (or residence if Pledgor is an individual without an office) is located at _________, in favor of BBB BANK, NATIONAL ASSOCIATION, and its successors and assigns, for itself and as agent for one or more Lenders (as hereinafter defined) (hereinafter called Secured Party ), whose address is _________, Attention: _________.1. RECITALS1.1 Secured Party has agreed to make certain financial accommodations to Pledgor.1.2 Secured Party’s agreement to make financial accommodations to P ledgor is conditioned upon Secured Party’s receiving a pledge and security interest in all stock and securitiesissued by the corporations listed on Schedule A attached hereto (hereinafter when referred to in this capacity called the Company ), now owned or hereafter acquired by Pledgor.1.3 Pledgor is the owner of shares of the stock of each Company as shown on Schedule A that Pledgor desires to pledge to Secured Party in connection with Secured Party’s financial accommodations to Pledgor.2. PLEDGE OF STOCK2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants Secured Party a security interest in all issued and outstanding stock in the Company now owned or hereafter acquired by Pledgor, including without limitation the stock described on Schedule A attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of the Company, and the securities of any corporation or other properties received upon the conversion or exchange thereof pursuant to any merger,consolidation, reorganization, sale of assets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the Pledged Securities ).2.2 Upon the execution of this Agreement, Pledgor shall deliver to Secured Party certificates for the Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank in the form of Exhibit 1 attached hereto. Immediately upon receipt, Pledgor shall deliver to Secured Party all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance.2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all the terms, conditions and provisions hereof and of the Loan Agreement (defined below) until the Obligation (defined below) has been discharged in full. Secured Party is hereby authorized and empowered to take any and all action with respect to such property as authorized hereunder. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions, without liability except to account for property actually received by it:(a) transfer to or register in its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest herein created, and whether or not so transferred or registered, receive the income, dividends and other distributions thereon and hold them or apply them to the Obligation in any order of priority;(b) exercise or cause to be exercised all voting and corporate powers with respect to any of the Pledged Securities so registered or transferred, including all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to such Pledged Securities, as if the absolute owner thereof;(c) insure any of the Pledged Securities;(d) exchange any of the Pledged Securities for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any committee or depositary upon such terms as the Secured Party may determine;(e) in its name, or in the name of Pledgor, demand, sue for, collect or receive any money or property at any time payable or receivable on account of, or in exchange for, any of the Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor; and(f) make any compromise or settlement deemed advisable with respect to any of the Pledged Securities.Secured Party shall be under no duty to exercise, or to withhold the exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to Secured Party in this Agreement, and shall not be responsible for any failure to do so or delay in so doing.3. OBLIGATION SECUREDThis Agreement shall secure, in such order of priority as Secured Party may elect:(a) Payment of the aggregate sum of $,_________ according to the terms of those Revolving Promissory Notes dated _________(M/D/Y), each made by CCC Company, a _________(STATE) corporation (the Prior Borrower ) to which Pledgor is the successor in interest, payable respectively to the order of one of the Lenders, each evidencing a revolving line of credit, all or any part of which may be advanced to Pledgor, repaid by Pledgor and readvanced to Pledgor, from time to time, subject to the terms and conditions thereof, with interest thereon, extension and other fees, late charges, prepayment premiums and attorneys’ fees, according to the terms thereof, and all extensions, modifications, renewals or replacements thereof (hereinafter called the RLC Notes(b) Payment of the sum of $,_________, according to the terms of that Revolving Promissory Note dated _________(M/D/Y), made by the Prior Borrower, payable to the order of Secured Party as the Swing Line Lender, evidencing a revolving line of credit, all or any part of which may be advanced to Pledgor, repaid by Pledgor and readvanced to Pledgor, from time to time, subject to the terms and conditions thereof, with interest thereon, extension and other fees, late charges, prepayment premiums and attorneys’ fees, according to the terms thereof, and all extensions, modifications, renewals or replacements thereof (hereinafter called the Swing Line Note and with the RLC Notes, the Note(c) Payment, performance and observance by Pledgor of each covenant, condition, provision and agreement contained in that Credit Agreement dated June 30, 1998, by and between the Prior Borrower, and the lenders listed from time to time therein (collectively, the Lenders ), and Secured Party, as Arranger, Administrative Agent, Issuing Bank and Swing Line Lender (hereinafter called the Credit Agreement ) and of all monies expended or advanced by Secured Party pursuant to the terms thereof or to preserve any right of Secured Party thereunder;(d) Payment, performance and observance by Pledgor of each covenant, condition, provision and agreement contained herein and of all monies expended or advanced by Secured Party pursuant to the terms hereof, or to preserve any right of Secured Party hereunder, or to protect or preserve the Collateral or any part thereof; and(e) Payment and performance of any and all other indebtedness, obligations and liabilities of Pledgor to Secured Party of every kind and character, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, whether such indebtedness is from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred.All of the indebtedness and obligations secured by this Agreement are hereinafter collectively called the Obligation.4. REPRESENTATIONS AND WARRANTIES OF PLEDGORPledgor hereby represents and warrants that:4.1 If Pledgor is a corporation, partnership or trust, it (i) is duly organized, validly existing and in good standing under the laws of the state in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and authority to own its properties and assets and to carry on its business as now conducted; and (iv) is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the Obligation will not result in any breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any covenants, conditions or provisions of any such agreement or instrument.4.2 The address of Pledgor set forth at the beginning of this Agreement is the chief executive office of Pledgor (or Pledgor’s residence if Pledgor is an individual without an office).4.3 The Pledged Securities are and shall be duly and validly issued and pledged in accordance with applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor or the Company, and Pledgor shall defend the right, title, lien and security interest of Secured Party in and to the Pledged Securities against the claims and demands of all persons and other entities whatsoever.4.4 Pledgor has the right, power and authority to convey good and marketable title to the Pledged Securities; and the Pledged Securities and the proceeds thereof are and shall be free and clear of all claims, mortgages, pledges, liens, encumbrances and security interest of every nature whatsoever other than as imposed hereby or as set forth, if at all, on Schedule A attached hereto.5. IRREVOCABLE PROXY5.1 Pledgor irrevocably constitutes and appoints Secured Party, whether or not the Pledged Securities have been transferred into the name of Secured Party or its nominee, as Pledgor’s proxy with full power, in the same manner, to the same extent and with the same effect as if Pledgor were to do the same, in the sole discretion of Secured Party:(a) To call a meeting of the stockholders of the Company and to vote the Pledged Securities, to seek the consent of such stockholders, to remove the directors of the Company, or any of them, and to elect new directors of the Company, who thereafter shall manage the affairs of the Company, operate its properties and carry on its business, and otherwise take any action with respect to the business, properties and affairs of the Company that such new directors shall deem necessary or appropriate, including, but not limited to, the maintenance, repair, renewal or alteration of any or all of the properties of the Company, the leasing, subleasing, sale or other disposition of any or all of such properties, the borrowing of money on the credit of the Company (whether from Secured Party or others) that in the judgment of such new directors shall be necessary to preserve any of such properties or to discharge the obligations of the Company, and the employment of any or all agents, attorneys, counsel, or other employees as deemed by such new directors to be necessary for the proper operation or conduct of the business,properties and affairs of the Company;(b) To consent to any and all actions by or with respect to the Company for which consent of the stockholders of the Company is or may be necessary or appropriate; and(c) Without limitation, to do all things that Pledgor can do or could do as stockholder of the Company, giving Secured Party full power of substitution and revocation;provided, however, that (i) the foregoing irrevocable proxy shall not be exercisable by Secured Party, and Pledgor alone shall have the foregoing powers, so long as there is no Event of Default hereunder, and (ii) this irrevocable proxy shall terminate at such time as this Agreement is no longer in full force and effect. The foregoing proxy is coupled with an interest sufficient in law to support an irrevocable power and shall be irrevocable and shall survive the death or incapacity of Pledgor. Pledgor hereby revokes any proxy or proxies heretofore given to any person or persons and agrees not to give any other proxies in derogation hereof until such time as this Agreement is no longer in full force and effect.6. COVENANTS OF PLEDGOR6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of any of the Pledged Securities or any interest therein without obtaining the prior written consent of Secured Party and shall keep the Pledged Securities free of all security interests or other encumbrances except the lien and security interests granted herein.6.2 Pledgor shall pay when due all taxes, assessments, expenses and other charges which may be levied or assessed against the Pledged Securities.6.3 Pledgor shall give Secured Party immediate written notice of any change in Pledgor’s name as set forth above and of any cha nge in the location of Pledgor’s chief executive office (or residence if Pledgor is an individual without an office).6.4 Pledgor, at its cost and expense, shall protect and defend the Pledged Securities, this Agreement and all of the rights of Secured Party hereunder against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect thePledged Securities. Pledgor shall promptly notify Secured Party of any levy, distraint or other seizure, by legal process or otherwise, of all or any part of the Pledged Securities and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.6.5 If Pledgor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Pledged Securities free from other security interests, encumbrances or claims, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same or to so perform.6.6 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if, under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof, all amounts paid, suffered or incurred by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, includingreasonable attorneys’ fees, shall be added to the Obligation, shall be secured hereby, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Pledgor to Secured Party immediately without demand.6.7 Secured Party shall use such reasonable care in handling, preserving and protecting the Pledged Securities in its possession as it uses in handling similar property for its own account. Secured Party, however, shall have no liability for the loss, destruction or disappearance of any Pledged Securities unless there is affirmative proof of a lack of due care; the lack of due care shall not be implied solely by virtue of any loss, destruction or disappearance. Secured Party shall not be required to take any steps necessary to preserve any rights in the Pledged Securities against prior parties or to protect, perfect, preserve or maintain any security interest given to secure the Pledged Securities.6.8 Immediately upon demand by Secured Party, Pledgor shall execute and deliver to Secured Party such other and additional applications, acceptances, stock powers, authorizations, irrevocable proxies, dividend and other orders, chattel paper, instruments or other evidences of payment and such other documents as Secured Party may reasonably request to secure to Secured Party the rights, powers and authorities intended to be conferred upon Secured Partyby this Agreement. All assignments and endorsements by Pledgor shall be in such form and substance as may be satisfactory to Secured Party.7. EVENTS OF DEFAULT; REMEDIES7.1 Event of Default hereunder shall mean any Event of Default as defined in the Loan Agreement.7.2 Upon the occurrence of any Event of Default and at any time while such Event of Default is continuing, Secured Party shall have the following rights and remedies and may do one or more of the following:(a) Declare all or any part of the Obligation to be immediately due and payable, and the same, with all costs and charges, shall be collectible thereupon by action at law;(b) Transfer the Pledged Securities or any part thereof into its own name or that of its nominee so that Secured Party or its nominee may appear of record as the sole owner thereof;(c) V ote any or all of the Pledged Securities and give all consents, waivers and ratifications in respect thereof and otherwise acting with respect thereto as though it were the absolute owner thereof;(d) Exercise any and all rights of conversion, exchange, subscription, or any other rights, privileges or options pertaining to any of the Pledged Securities including, but not limited to, the right to exchange, at its discretion, any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Company or upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to any of the shares of the Pledged Securities, and in connection therewith to deposit and deliver such shares of Pledged Securities with any committee, depository, transfer agent, registrar or any other agency upon such terms as Secured Party may determine without liability except to account for the property actually received by it;(e) Receive and retain any dividend or other distribution on account of the Pledged Securities; and(f) Sell any or all of the Pledged Securities in accordance with the provisions hereof;but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. Pledgor waives all rights to be advised or to receive any notices, statements or communications received by Secured Party or its nominee as the record owner of all or any of the Pledged Securities. Any cash received and retained by Secured Party as additional collateral hereunder may be applied to payment in the manner provided in Subparagraph 7.3(c) below.7.3 In connection with Secured Party’s right to sell any or all of the Pledged Securities, upon the occurrence of any Event of Default and at any time while such Event of Default is continuing:(a)(i) Secured Party shall have the right at any time and from time to time to sell, resell, assign and deliver, in its discretion, all or any part of the Pledged Securities in one or more units, at the same ordifferent times, and all right, title and interest, claim and demand therein, and right of redemption thereof, at private sale, or at public sale to the highest bidder for cash, upon credit or for future delivery, Pledgor hereby waiving and releasing to the fullest extent permitted by law any and all equity or right of redemption. If any of the Pledged Securities are sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to purchase or pay for same, and, in the event of any such failure, Secured Party may resell such Pledged Securities. In no event shall Pledgor be credited with any part of the proceeds of the sale of any Pledged Securities until cash payment thereof has actually been received by Secured Party.(ii) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any sale or other disposition of all or any part of the Pledged Securities that threatens to decline speedily in value or that is of a type customarily sold on a recognized market; otherwise Secured Party shall give Pledgor at least five (5) days’ prior notice of the time and place of any public sale or of the time after which any private sale or other dispositions are to be made, which Pledgor agrees is reasonable, all other demands, advertisements and notices being hereby waived. Upon any sale, whether under this Agreement or by virtue of judicial proceedings, Secured Party may bid for and purchase any or all of the Pledged Securities and, upon compliancewith the terms of the sale, may hold, retain, possess and dispose of such items in its own absolute right without further accountability, and as purchaser at such sale, in paying the purchase price, may turn in any note or notes held by Secured Party in lieu of cash up to the amount that would, upon distribution of the net proceeds of such sale in accordance with Subparagraph 7.3(c) hereof, be payable to Secured Party. In case the amount so payable thereon shall be less than the amount due thereon, the note or notes turned in (in lieu of cash) shall be returned to the holder thereof after being properly stamped to show the partial payment effected by such purchase.(b) Pledgor recognizes that Secured Party may be unable to effect a sale to the public of all or a part of the Pledged Securities by reason of prohibitions contained in applicable securities laws, but may be compelled to resort to one or more sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees that sales so made may be at prices and other terms less favorable to the seller than if such Pledged Securities were sold to the public, and that Secured Party has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities to register the same for sale to the public under applicable securities laws. Pledgor agrees that negotiated sales made under the foregoing circumstances shallbe deemed to have been made in a commercially reasonable manner.(c) In all sales of Pledged Securities, public or private, Secured Party shall apply the proceeds of sale as follows:(i) First, to the payment of all costs and expenses incurred hereunder or for the sale, transfer, or delivery, including broker’s and attorneys’ fees;(ii) Next to the payment of the Obligation; and(iii) The balance, if any, to Pledgor or to the person or persons entitled thereto upon proper demand.7.4 Secured Party shall have the right, for and in the name, place and stead of Pledgor, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Securities and any instruments, documents and statements that Pledgor is obligated to furnish or execute hereunder. Pledgor shall execute and deliver such additional documents as may be necessary to enable Secured Party to implement such right.7.5 Pledgor shall pay all costs and expenses, including without limitation court costs and reasonable attorneys’ fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all other lien and security documents securing the Obligation. In the event of any court proceedings, court costs and attorneys’ fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party.7.6 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, SecuredParty shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.8. MISCELLANEOUS PROVISIONS8.1 The acceptance of this Agreement by Secured Party shall not be considered a waiver of or in any way to affect or impair any other security that Secured Party may have, acquire simultaneously herewith, or hereafter acquire for the payment or performance of the Obligation, nor shall the taking by Secured Party at any time of any such additional security be construed as a waiver of or in any way to affect or impair the right and interest granted herein; Secured Party may resort, for the payment or performance of the Obligation, to its several securities therefor in such order and manner as it may determine.8.2 Without notice or demand, without the necessity for any additional endorsements, without affecting the obligations of Pledgor hereunder or the personal liability of any person for payment or performance of the Obligation, and without affecting therights and interests granted herein, Secured Party, from time to time, may: (i) extend the time for payment of all or any part of the Obligation, accept a renewal note therefor, reduce the payments thereon, release any person liable for all or any part thereof, or otherwise change the terms of all or any part of the Obligation; (ii) take and hold other security for the payment or performance of the Obligation and enforce, exchange, substitute, subordinate, waive or release any such security; (iii) join in any extension or subordination agreement; or (iv) release any part of the Pledged Securities from this Agreement.8.3 Pledgor waives and agrees not to assert: (i) any right to require Secured Party to proceed against any guarantor, to proceed against or exhaust any other security for the Obligation, to pursue any other remedy available to Secured Party, or to pursue any remedy in any particular order or manner; (ii) the benefits of any statute of limitations affecting the enforcement hereof; (iii) the benefits of any legal or equitable doctrine or principle of marshalling; (iv) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand and nonpayment, relating to the Obligation; and (v) any benefit of, and any right to participate in, any other security now or hereafter held by Secured Party.。
最高额不可撤销担保书
最高额不可撤销担保书尊敬的_____:鉴于_____(以下简称“债务人”)与贵方于_____年_____月_____日签订了编号为_____的_____合同(以下简称“主合同”),为保障贵方债权的实现,本人/本公司愿意为债务人在主合同项下的债务提供最高额不可撤销担保。
一、担保范围本担保书所担保的债权为自_____年_____月_____日起至_____年_____月_____日止,在人民币(大写)_____元(小写:¥_____元)的最高余额内,贵方依据主合同对债务人享有的债权,包括但不限于本金、利息、罚息、复利、违约金、损害赔偿金、贵方为实现债权而发生的费用(包括但不限于诉讼费、仲裁费、律师费、差旅费、评估费、拍卖费等)。
二、担保方式本人/本公司提供的担保方式为连带责任保证。
三、担保期间本担保书的担保期间为自本担保书生效之日起至主合同项下的债务履行期限届满之日起两年;贵方与债务人就主合同项下的债务履行期限达成展期协议的,担保期间自展期协议重新约定的债务履行期限届满之日起两年;贵方根据主合同约定宣布债务提前到期的,担保期间自贵方宣布债务提前到期之日起两年。
四、担保责任1、债务人未按主合同约定履行债务的,贵方有权直接要求本人/本公司承担担保责任。
本人/本公司应在接到贵方书面通知之日起_____日内,向贵方清偿债务人所欠的全部债务。
2、本人/本公司承担担保责任后,有权向债务人追偿。
五、声明与承诺1、本人/本公司具有完全的民事权利能力和民事行为能力,有权签署本担保书并履行本担保书项下的义务。
2、本人/本公司签署本担保书已获得必要的授权和批准,其签署和履行本担保书不违反本人/本公司所应遵守的法律法规、公司章程、内部决议及其他任何对本人/本公司有约束力的文件。
3、本人/本公司清楚地知道债务人的债务情况及主合同的内容,愿意为债务人提供担保。
4、本人/本公司承诺,在担保期间内,如本人/本公司的财务状况发生重大变化,可能影响其担保能力的,应及时书面通知贵方。
担保合同中英文对照供参考
担保合同中英文对照供参考Guarantee Contract 担保合同Party A: [Name of Guarantor]甲方:[保证人姓名]Party B: [Name of Company or Individual Receiving Guarantee]乙方:[受保证人(公司或个人)姓名]Date: [Date of Signing the Contract]日期:[签订合同日期]1. Introduction 简介This Guarantee Contract (hereinafter referred to as the "Contract") is made and entered into by and between Party A and Party B. Party A agreesto provide guarantee for the performance of certain contractual obligationsby Party B, as outlined in this Contract.本担保合同(以下简称“合同”)由甲方和乙方订立。
甲方同意对乙方在合同中的某些合同义务的履行提供担保,合同内容详见以下条款。
2. Guarantee Letter 担保函2.1 Party A shall issue a written guarantee letter to Party B, which shall include the following details:甲方应向乙方出具一份担保函,担保函应包括以下细节:- The purpose of the guarantee 担保目的- The specific contractual obligations to be guaranteed 担保的具体合同义务- The term of guarantee 担保期限- The maximum amount of guarantee 担保最高额度- The conditions under which the guarantee shall be released 担保解除的条件2.2 The guarantee letter shall be signed by a representative of Party A and affixed with the official seal of Party A.担保函应由甲方代表签字,并盖上甲方的公章。
最高额综合授信合同英文版
This Agreement is made and entered into as of [Date], by and between [Lender's Name], a [Lender's Legal Status], having its principal place of business at [Lender's Address] ("Lender"), and [Borrower's Name], a [Borrower's Legal Status], having its principal place of business at [Borrower's Address] ("Borrower").RECITALSWHEREAS, the Borrower desires to obtain from the Lender a general credit line to finance its business operations and other purposes; andWHEREAS, the Lender desires to extend to the Borrower a general credit line under the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:1. DefinitionsAs used in this Agreement, the following terms shall have the meanings set forth below:a. "Account" means the general credit line account established by the Lender for the Borrower under this Agreement.b. "Advance" means any loan, overdraft, or other extension of credit made by the Lender to the Borrower under this Agreement.c. "Borrower" means the party identified as the Borrower in the caption of this Agreement.d. "Collateral" means any and all property, real or personal, now or hereafter owned by the Borrower, which is pledged to secure the obligations of the Borrower under this Agreement.e. "Credit Line" means the maximum amount of credit that the Lender agrees to extend to the Borrower under this Agreement.f. "Guaranty" means any and all guarantees, endorsements, or other undertakings given by any party to secure the obligations of the Borrower under this Agreement.g. "Lender" means the party identified as the Lender in the caption of this Agreement.h. "Maximum Amount" means the maximum amount of credit that the Lender agrees to extend to the Borrower under this Agreement.i. "Payment" means any payment made by the Borrower to the Lender under this Agreement.j. "Principal Amount" means the principal amount of any Advance made by the Lender to the Borrower under this Agreement.k. "Security Agreement" means the security agreement to be executed by the Borrower in favor of the Lender, securing the obligations of the Borrower under this Agreement.2. Credit LineThe Lender hereby agrees to extend to the Borrower a general credit line in an amount not to exceed [Maximum Amount] ("Credit Line"). The Credit Line shall be available for the Borrower's business operations and other purposes, subject to the terms and conditions set forth in this Agreement.3. Advancesa. The Lender may, at its sole discretion, make Advances to the Borrower under this Agreement, subject to the terms and conditions set forth herein.b. Advances shall be made in such amounts, at such times, and in such manner as the Lender, in its sole discretion, determines.c. The Borrower shall repay each Advance, together with any interest thereon, in accordance with the terms and conditions set forth in this Agreement.4. Interesta. Interest shall accrue on each Advance from the date of each Advance at the rate of [Interest Rate] per annum, compounded daily.b. Interest shall be calculated and charged on a daily basis and shall be payable at the end of each calendar month.5. Feesa. The Lender may, at its sole discretion, charge the Borrower such fees and charges as are customary in the banking industry for the extension of credit under this Agreement.b. The Borrower agrees to pay all fees and charges charged by the Lender under this Agreement.6. Collaterala. The Borrower hereby pledges and assigns to the Lender all of its right, title, and interest in and to the Collateral as security for the obligations of the Borrower under this Agreement.b. The Borrower agrees to execute and deliver to the Lender a Security Agreement in a form satisfactory to the Lender, securing the obligations of the Borrower under this Agreement.7. Guarantya. The Borrower agrees to obtain and maintain such guarantees from such parties as the Lender may reasonably require to secure the obligations of the Borrower under this Agreement.b. The Borrower agrees to execute and deliver to the Lender such guarantees in a form satisfactory to the Lender.8. Repaymenta. The Borrower shall repay each Advance, together with any interest thereon, in accordance with the terms and conditions set forth in this Agreement.b. The Borrower shall make all payments to the Lender at such place and in such manner as the Lender may reasonably require.9. Events of DefaultThe following shall constitute events of default under this Agreement:a. The Borrower fails to make any payment when due under this Agreement.b. The Borrower commits any breach of any term or condition of this Agreement.c. The Borrower becomes insolvent or is adjudicated bankrupt or apetition in bankruptcy is filed against the Borrower.d. The Borrower sells, assigns, or otherwise disposing of any part ofits business or assets without the prior written consent of the Lender.e. The Borrower is involved in any litigation or proceeding that could have a material adverse effect on its ability to perform its obligations under this Agreement.10. RemediesIn the event of any default by the Borrower under this Agreement, the Lender shall have the right, at its sole discretion, to declare all sums due and owing under this Agreement immediately due and payable, and to take such action as it deems necessary or appropriate to protect its interests, including, but not limited to, exercising its rights underany security agreement or guaranty, and taking possession of any Collateral.11. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the [State/Country].12. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and discussions, whether written or oral, of the parties.IN WITNESS WHEREOF, the parties hereto have executed this Highest and Best General Credit Line Agreement as of the date first above written.[Lender's Name]By: ___________________________Name: ___________________________Title: ___________________________[Borrower's Name]By: ___________________________Name: ___________________________Title: ___________________________[Note: This is a sample agreement and should not be used as a substitute for legal advice. It is important to consult with a qualified attorney before entering into any financial agreement.]。
不可撤销外汇额度担保书
编号:YB-HT-0843不可撤销外汇额度担保书Irrevocable foreign exchange甲方:乙方:签订日期:年月日精品合同 / Word文档 / 文字可改编订:Yunbo Design不可撤销外汇额度担保书_____银行:根据_____公司_____号文的申请,贵行同意向其提供外汇贷款(大写)_____元,本保证人愿意为该项贷款的外汇额度担保。
特此开立本保证书,向贵行担保下列各项:一、本保证书为无条件不可撤销的保证书,担保金为履行担保时与_____元贷款本金以及利息和费用等量的外汇额度。
二、本保证书保证归还借款方在_____字第_____号借款合同项下不按期偿还的全部或部分到期借款本息,并同意在接到贵行书面通知后_____天内代为偿还借款方所欠借款本息和费用额度。
如我单位不能履行上述担保责任时,接受你行委托外汇管理局从我单位帐户中扣收全部贷款本息和费用的外汇额度。
三、本保证书在贵行同意借款方延期还款时继续有效。
四、本保证书是一种连续担保和赔偿的保证,不受借款方接受上级单位任何指令和借款方与任何单位签订的任何协议、文件的影响,也不因借方是否破产、无力清偿借款、丧失企业资格、更改组织章程以及关、停、并、转等各种变化而有任何改变。
五、本保证人是经上级主管部门批准成立、工商行政管理部门发给营业执照的法人,并有足够偿还借款的财产作保证,保证履行本保证书规定的义务。
六、本保证书自签发之日起生效,至还清借款方所欠的全部借款本息和费用时自动失效。
保证人(公章):_____法定代表人(签字):_____地址:_____外汇额度开户局名及帐号:__________年____月____日云博图文设计有限公司Yunbo Graphic Design Co., Ltd.。
最高额不可撤销担保书
最高额不可撤销担保书在商业活动和金融交易中,为了确保债权的实现,担保是一种常见且重要的法律手段。
其中,最高额不可撤销担保书因其独特的性质和作用,成为了保障交易安全的有力工具。
最高额不可撤销担保书,顾名思义,是担保人向债权人作出的一种具有最高额限制且不可撤销的担保承诺。
它通常用于在一定期间内,对债务人与债权人之间连续发生的多笔债务提供担保。
这种担保书的特点之一是“最高额”。
这意味着担保人所承担的担保责任并非针对每一笔具体债务的全额,而是在约定的最高限额内承担责任。
例如,担保书约定的最高限额为100 万元,那么在担保期间内,无论债务人与债权人之间发生了多少笔债务,只要债务总额不超过 100 万元,担保人都需要承担担保责任。
“不可撤销”则是另一个重要特点。
一旦担保人签署了最高额不可撤销担保书,就不能随意撤回或变更其担保承诺。
这为债权人提供了稳定的保障,使其在与债务人的交易中能够更加放心。
最高额不可撤销担保书的作用十分显著。
对于债权人来说,它增加了债权实现的可能性,降低了信用风险。
在债务人无法按时履行债务时,债权人可以依据担保书要求担保人承担相应的责任,从而及时收回债权。
对于债务人而言,能够获得债权人的信任,更容易获得融资或开展业务合作。
而对于担保人来说,虽然承担了一定的风险,但也可能通过为债务人提供担保获得一定的利益或回报。
在签订最高额不可撤销担保书时,各方需要明确一系列重要事项。
首先是担保的范围,包括主债权本金、利息、违约金、赔偿金以及实现债权的费用等。
这些具体的范围应当在担保书中清晰约定,以避免日后产生争议。
其次是担保期间,即担保人承担担保责任的有效期限。
担保期间的起始和终止时间应当明确,以确定担保人责任的起止点。
此外,担保书还应当明确担保人的权利和义务。
担保人有权了解债务人的财务状况和债务履行情况,同时有义务在债务人违约时按照约定承担担保责任。
同时,还需要约定违约责任和争议解决方式。
如果任何一方违反了担保书的约定,应当承担什么样的违约责任;当出现争议时,是通过仲裁还是诉讼的方式解决,都应当在担保书中予以明确。
最高额不可撤销担保书-英文版【范本模板】
English translation for reference only。
Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail。
Irrevocable Guarantee of Maximum amountNumber:To:China Merchants Bank Co.,Ltd (Hereinafter referred to as Party A)WhereasParty A and company (hereinafter referred to as the “Credit Applicant”)signed No. Credit Awarding Agreement (hereinafter referred to as “Agreement”)on (YY/MM/DD). According to the Agreement, between (YY/MM/DD)and (YY/MM/DD)the credit awarding period (hereinafter referred to as “Credit awarding Period”),your bank shall provide the credit line of total amount 50 mm RMB (including the equivalent of other currency) (hereinafter referred to as “Credit Line")。
Upon request of the Credit Applicant,we, as being guarantor, agree to issue this guarantee letter in favor of the beneficiary for the Credit Applicant willing to undertake any jointly liabilities of debts in your bank under the following terms and conditions:Article 1 Guarantee of Maximum Amount1。
最高额保证合同(适用于保证人为自然人的情形)-中英文版
最高额保证合同The maximum guarantee contract编号:XXXXXXXXXXX号No.XXXXXXXXXXX保证人:XXXGuarantor:XXX证件号码:XXXXXX 证件类型:身份证ID Card Number: XXXXXX住所地:XXXXXXXXXXXXXXX 邮编:XXXXXXDomicile:XXXXXXXXXXXXXXX Postal Code: XXXXXX电话: XXXXXX 传真:XXXXXXTel: XXXXXX Fax: XXXXXX债权人:XXXXXXX银行股份有限公司Creditor:Bank of China Limited XXXXXX Branch法定代表人/负责人:XXXLegal representative:XXX住所地:XXXXXXXXXXXXXXXXXXX 邮编:XXXXXXDomicile:XXXXXXXXXXXXXXXXXXX Postal Code:XXXXXX电话: XXX 传真:XXXTel: XXX Fax: XXX为了担保本合同第一条所述主合同项下债务的履行,保证人愿意向债权人提供保证。
双方经平等协商订立本合同。
除本合同另有约定外,本合同中的词语解释依据主合同确定。
For the gurantee of fulfilling the obligation of master contract in Article 1,the gurantor agrees to gurantee to the creditor.第一条主合同Article 1 Master Contract本合同之主合同为:债权人与债务人XXXXXXXX中英文幼儿园之间签署的编号为XXXXXXXXX号的《授信业务总协议》及依据该协议已经和将要签署的单项协议,及其修订或补充,其中约定其属于本合同项下之主合同。
The master contract is:The signed < General agreements on credit business> betwe en Creditor and debtor “XXXXXX XXXX Kindergarten”,including separate agreement,revised agreement,supplementary agreement.第二条主债权及其发生期间Article 2 Principal Claim and Duration除依法另行确定或约定发生期间外,在下列期间内主合同项下实际发生的债权,以及在本合同生效前债务人与债权人之间已经发生的债权,构成本合同之主债权:自本合同第一条所指《授信业务总协议》生效之日至该协议及其修订或补充所规定的业务合作期限届满之日。
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English translation for reference only. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail.Irrevocable Guarantee of Maximum amountNumber:To: China Merchants Bank Co.,Ltd (Hereinafter referred to as Party A)WhereasParty A and company (hereinafter referred to as the “Credit Applicant”) signed No. Credit Awarding Agreement (hereinafter referred to as “Agreement”) on (YY/MM/DD). According to the Agreement, between (YY/MM/DD) and (YY/MM/DD) the credit awarding period (hereinafter referred to as “Credit awarding Period”), your bank shall provide the credit line of total amount 50 mm RMB (including the equivalent of other currency) (hereinafter referred to as “Credit Line”).Upon request of the Credit Applicant, we, as being guarantor, agree to issue this guarantee letter in favor of the beneficiary for the Credit Applicant willing to undertake any jointly liabilities of debts in your bank under the following terms and conditions:Article 1 Guarantee of Maximum Amount1.1 In the period of credit awarding, Party A shall have to right to provide Credit Applicant loan or other credit warding by several times; 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.Due date of specific business can be later than the due date of credit awarding agreement.1.2 When the credit period is expired, if there is still balance of provided bank loan, advanced pay or other credit amount, Guarantor shall bear the warranty liability within the stipulated range of guarantee in article 2 of this agreement; If Party A claims for the recourse in according with the provisions under the Agreement or other specific contracts before the maturity ofcredit, the guarantor shall bear the warranty liability within stipulated article 2 of this agreement.1.3 Bank credit business provided by Party A to 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 occur before, but indeed happened after the maturity of credit, Credit Applicant shall bear the warranty liability within the stipulated range of security guarantee in Article 2 of this agreement.1.4 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 guarantee period. The Credit Applicant shall accept all this with no necessary to obtain the approval of Credit Applicant or notify Credit Applicant, and no effect to the guarantee responsibility of Credit Applicant stipulated by the contract as well.1.5 If Party A’s received documents in letter of credit operation under Agreement be found to have discrepancy through Party A’s audit , but credit applicant accepted with the discrepancy, Credit Applicant shall also assume the guarantee responsibility with guarantee property for principle and interest of credit in Party A’s external acceptance or payment. Credit Applicant shall not propose the defense, not because of accepting with the discrepancy but without the approval of Credit Applicant or notify Credit Applicant.1.6 The modification of L/C, L/G (or standby letter of credit), acceptance of letter of credit and extension of time for promised payment at maturity etc. Credit Applicant shall accept all this with no necessary to obtain the approval of Credit Applicant or notify Credit Applicant, and no effect to the guarantee responsibility of Credit Applicant stipulated by the contract as well.Article 2 Scope of Guarantee2.1 The security guarantee scope of this Agreement is sum of loan within the line of credit provided to Credit Applicant according to stipulation of Agreement and principal balance of other credit (maximum limit is currency RMB 20 mm ). And interest, default interest,compound interest, penalty, fees to realize creditor’s right and other involved expenses include as well including but not limited to:2.1.1 The released balance of loan amount and corresponding interest, default interest, compound interest, penalty, and other involved expenses by Party A on the basis of specific contracts under Agreement;2.1.2 The balance of principle, interest, default interest, compound interest, penalty, and other involved expenses, which has been pay advanced for Credit Applicant 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 Agreement.2.1.3 Party A’s account receivable creditor's rights transferred from 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 Credit Applicant;2.1.4 The balance of principle, interest, default interest, compound interest, penalty, and other involved expenses, which has been pay advanced for Credit Applicant in the cause of the performance of Party A’s obligation of payment of trade financing business under Agreement.2.1.5 After the establishment of a letter of credit interest requested by Credit Applicant, Party A authorizes the branch of CMB bank to open the covering L/C for beneficiary. Balance of debt principle of import documents advance and shipping guarantee and expenses of default interest, compound interest, penalty and other involved expenses for the opening of L/C;□2.1.6 The original credit awarding agreement No. ( ) signed by and between Party A and Credit Applicant. 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.);2.1.7 Expenses for the enforcement recovery of the Credit Applicant’s debt(including but not limited to attorneys' fees,legal fees, advertising fees, delivery fee and travel expenses etc.).2.2 As for revolving line of credit, if the provided loan or other balance of credit exceeds the amount, 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, Credit Applicant is 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 Credit Applicant to assume the warranty liability. Credit Applicant shall not propose the defense with aforesaid provisions, but bear the jointly liability for all balance of credit and interest, default interest, compound interest, penalty and other relevant expenses etc.(subject to the clause of Art.2.1)Article 3 Method of GuaranteeThe Guarantor shall bear economical and legal liabilities of credit applicant in the range of guarantee stipulated in Article 2. Party A shall have the right to claim to the guarantor directly with no necessary of prior of claim or make lawsuit to credit applicant, if the credit applicant fails to repay all the loans, advanced pay and the involved interest and relevant expenses according to Agreement and/or specific contract stipulations, or when occurs any breach cases under Agreement and/or any specific contracts.Even though the credit applicant has already paid the debts under this Agreement while still has mortgage, pledge or other guarantees, Party A still shall enjoy the right to claim for all the debts to guarantor under this Agreement with no necessary of prior disposal of mortgage, pledge or the goods, documents under trading financing and no need claim to the other guarantors first.The notice of claim from the bank is summative, and the Guarantor has no objections to this. Guarantor agrees to pay all the debts under this Agreement in five days after receiving claim notice from Party A, with no request of any certificates or other documents from Party A. Except otherwise when there happens obvious and major mistake, guarantor accepts that theclaim amount from Party A is correct.Party A has the right to adopt any manner it considers appropriate, including but no limited to fax, mail, personal delivery, publications on the media etc for the collections from Guarantor.Article 4 Guarantee PeriodGuarantee period means the period from the date of execution of this agreement to expiration time of lawsuit of each credit debt or other financing or the due date of the accounts receivable rights which the bank gives or each advance payment date plus two years under Agreement. For each specific awarded credit extend, guarantee period shall be extended by two more years from expiration date.Article 5 Independence of Guarantee LetterThe guarantee letter is independent, continuous valid, irrevocable and unconditional without the influence of Agreement; nor any agreement/document signed between Credit Applicant and any person/organization; nor change due to cheat, reorganization, closing, dismission, bankruptcy, audit, consolidation, separation, reform of a company of Credit Applicant; nor the tolerance, grace or postponement in performance of the creditor’s rights and interests of Credit Applicant under Agreement.Even though, 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 Credit Applicant to assume the warranty liability first.Article 6 Guarantor hereby declares and guarantees:6.1 Guarantor is a lawful established legal person or other organization which has warranty qualifications, or the guarantor is a natural person who has full capacity of civil conduct (ID No.: ), willing to undertake warranty liabilities under Agreement with all what he has or what he has the right to dispose.6.2 Presented letter of guarantee has been authorized or approved by competent authority such as upper level management /board etc.6.3 Issuing this letter of guarantee is a true intention of guarantor without any fraud or threat.6.4 Before expiration date of this guarantee, the guarantor shall undertake the total amount (including translation of foreign currency) no exceeding to owner’s equity of guarantor.6.5 As per request of Party A, provide timely financial report and with timely manner report to Party A about the guarantor’s major resolution and changes regarding with production, operation and management.6.6 All the financial reports and documents provided to Party A shall be genuine and legal. The legal representatives of guarantor or other responsible have obligatory duties on this.6.7 As per request of Party A, issue ““6.8 Any commercial registration, organization structure, share holding structure, operation method or financial status changes or debts restructuring, major related transactions shall not affect the legal effects to Guarantor under this agreement. In case it occurs the above mentioned cases which may affect the capabilities of performance of Guarantor, the Guarantor is under obligation to inform Party A immediately.6.9 Both successor of guarantor or transferee shall be obliged by this Agreement. The guarantor shall not transfer the above obligation without consent of Party A.6.10 The guarantor fails to repay all the debts under stipulations, Party A has the right to deduct from the bank account which opened at Party A’s bank or entrust other financial institution to deduct from Warrantor’s bank account opened at their institution until all the delayed debts of credit applicant under this Credit Awarding Agreement are settled up.Article 7 Not 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 any breach of agreement or delay on the partof Credit Applicant during the validity period of the Agreement 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 Agreement.Article 8 Dispute resolutionThis Agreement shall be governed under the laws of People's Republic of China.The disputes arising from the performance of the agreement shall be settled according to the agreed resolution rules of Agreement.Article 9 TermsThe terms in this Agreement have the same meanings with the stipulation in Agreement, except the clearly dictates otherwise.Article 10 NoticeThe notice and requests etc related to this agreement between Party A and Credit Applicant shall be sent by writing. If delivered by a dedicated person, the relevant documents shall be deemed to have been served 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 days after sent out, if delivered by fax, shall be deemed to have been served on the fax machine receiving for receipt.If Party A requests collections through mass media publics, it shall be deemed to have been served on the date of publication.Credit Applicant address:Credit Applicant shall inform the bank in case of changing the contact address, otherwise, it shall undertake all the possible losses incurred thereby.Article 11 EffectivenessThe agreement shall take effect since the legal representatives/principals or their authorized person sign (or affix seal) and affix the common seal/contract seal.If the guarantor is a natural person, thus the agreement shall take effect since the sign of the guarantor.Article 12 Creditor’s right and transfer of accessory right of guarantee12.1 When Party A transfers all the creditor’s rights to third party under Credit Awarding Agreement, the accessory right of maximum guarantee shall also transferred to the assignee, no matter whether the creditor’s rights to the maximum guarantee are confirmed.12.2 When Party A transfers part of the creditor’s rights, the right of guarantee transfers partly with it, as the creditor's rights to guarantee in this agreement has been confirmed. Party A shall share the right of guarantee 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 guarantee transfers partly with it and the maximum amount of Party A’s principal claim secured by original maximum guarantee increases correspondingly (mean the maximum amount of Party A’s principal claim secured by original maximum guarantee deduct the amount of transferred party of creditor’s rights) before the creditor's rights to guarantee in this agreement confirmed. After the part of the principle creditor’s rights that have not yet to be transferred be confirmed. Party A shall share the right of guarantee 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.Article 13 Supplementary ProvisionsThe agreement comes into three copies, Party A, Credit Applicant and Guarantor hold one copy each, which shall have the same legal effect.Special tipsAll the provisions of the guarantee letter have been explained by Party A. Credit Applicant confirmed to have completely unanimous understanding of provisions with Party A for all the terms and conditions. The bank has proposed Credit Applicant to pay special attention to the relevant provisions on exemption or restriction of the responsibilities of the bank, the rights of the bank enjoys unilaterally, and increase of the responsibility or restriction of rights of Credit Applicant thereof, and obtain comprehensive and accurate understanding thereof.Guarantor is a legal person or other organization, sign in this section: Credit Applicant:Legal representative of entrusted agent (sign and seal)Legal address:Guarantor is a natural person, sign in this section:Credit Applicant:Address:。