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ASSIGNMENT OF DEPOSITS/CASH (Primary Debtor)

(Deposits/Cash with the Bank)

To : Deutsche Bank Aktiengesellschaft ( “ The Bank”)

In consideration of the Bank through its Jakarta Branch entering and continuing
advances and otherwise granting and affording banking facilities (including
issuing documentary credits) to PT. Swasthi Parama Mulya a company
incorporated in Jakarta and havings its registered office at Jl. Desa Ganda Mekar
Km.24 Cibitung, Bekasi ( “the Customer”) pursuant to the Letter of Offer dated
24th August 1999 (together with any amendment, supplement addendum,
extension and renewal thereto). The Customer as beneficial owner hereby
transfers and assigns on a fiduciary basis to the Bank (I) the deposit/s and all
cash that the Customer has now or hereafter with the Bank including but not
limited to Account under Master No. 18366 and any other account(s) to the
extent of USD 4,000,000,- (United States Dollars Four Million Only) ( or on
equivalent amount in such other currency/ies as may from time to time be
selected by the Customer) and any renewal or extension thereof: (ii) any other
amount or amounts hereafter deposited with the Bank from time to time either in
substitution for or in addition to the aforementioned deposit/s and cash and (iii)
all interest accrued and acruing on the aforesaid sums from time to time;
(hereinafter collectively called “ the Deposit”) as a continuing security for the
discharge and satisfaction of the present and future indebtedness and/or
liabilities howsoever wheresoever and on whatsoever account arsing including
(without limitation) acrual, contingent, primary, collateral, several or joint
indebtedness and/or liabilities of the Customer to the Bank (collectively “the
liabilities”). The customer represents and warrants that (I) the Deposit is not
subject to any assignment, charge or encumbrance in favour of any other party.
(ii) This Assignment is binding, valid and enforceable against it in accordance
with its terms and that it will not be in breach of any of its obligations
whatsoever in entering into this Assignment.

The Customer hereby agrees that :

(1) in the event of the Customer’s default in performing and/or discharging all
or any of the Liabilities on demand by the Bank so to do, the Bank shall
be entitled without notice at any time or times thereafter to receive all or
such parts of the Deposit as the Bank may see fit (whether before on or
after the maturity date thereof) and to appropriate and apply the same in
or towards the discharge of all or any part of the Liabilities (in whatever
currency/ies) at such time or times as the Bank sees fit and to enter into
any arrangements whatsoever which the Bank sees fit for terminating all
or any part or parts of the Deposit prior to the maturity date thereof
including (without limitation) arrangements which involve any loss of
interest on the Deposit; provided that if the liabilities are or any part
thereof is in a currencies other than the currency in which the Deposit is
denominated the Bank shall be entitled to apply the Deposit or part
thereof in purchasing the currency or currencies of the liabilities ;
(2) all costs, charges or other expenses in connection with the collection of
the deposit are for the account of the Customer;
(3) the Bank shall not be liable for any loss occasioned to the Customer by
reason of the exercise of any of its rights hereunder including (without
limitation) any loss of interest occasioned thereby.
(4) The security hereby constituted is in addition to and not in substitution for
any other security which the Bank may now or at any time hereafter hold
for the payment and discharge of the liabilities or any part or parts thereof
and may be enforced without first having recourse to any such security
and without taking any steps or proceedings against the Customer;
(5) The security hereby constituted is in addition to and not in substitution for
and shall not prejudice any of the Bank’s right of lien, set-off,
consolidation or otherwise.
(6) No delay in exercising or omission to exercise any right or remedy
available in respect of the liabilities shall impair this Assignment and the
security hereby constituted shall be a continuing security and shall not be
affected or prejudiced by the Bank giving time for payment or granting
any other indulgence to or making or agreeing to any arrangement or
composition with the customer or varying in any way any of the terms
affecting the Liabilities and/or the amount thereof.
(7) No property/assets of the Customer which at the date hereof is/are which
at any time hereafter shall become subject to a mortgage or a charge in
favour of or vested in the Bank shall be redeemed except on the discharge
not only of all indebtedness and liabilities secured thereby but also of the
liabilities secured by this Assignment.
(8) The customer by way of security irrevocably appoints the Bank to be its
attorney and in its name and on its behalf to execute and do all such
assurances acts and things including executing any authorization and
instruction to deduct from the Deposit any amount for the full repayment
of the liabilities or do abything which may in the opinion of the Bank be
necessary or required to enable or assist the Bank to exercise the Banks
powers hereunder or to required to enable or assist the Bank to exercise
the Bank ‘s powers hereunder or to protect the Bank’s security over the
Deposit. All authorisations and powers of attorney contained in this
Assignment form an integral and inseparable part hereof without which
this Assignment would not have been made. The aforesaid powers are
therefore irrevocable and shall not terminate by reason of any of the
occurrences mentioned in Article 1813 of the Indonesian Civil Code or for
any other reason.
(9) Without prejudice to the generality of clause 12 hereof, in the event that
this Assignment is invalid or ineffective as an assignment or charge or
mortgage of the Deposit, this Assignment shall nevertheless operate as
and be deemed to be an instrument conferring on the Bank a contractual
right of set-off in terms of Clauses (1) and (9) and the Customer hereby
irrevocably confirms the Customer’s agreement to the Bank deducting and
setting-off the Liabilities against any moneys, including interest, which
may be payable to the Customer under or arising from or represented by
the Deposit;
(10) Notwithstanding anything herein :

(a) the Deposit shall be deemed to have been automatically set-off


against the Liabilities immediately prior to the occurrence of any of
the following events (whether or not such occurrence is known to
the Customer or to the Bank ) that is to say, if :

(i) any assignment or charge or other encumbrance or security


interest on or any dealing in respect of the Deposit is made
or created which may affect the Bank’s prior rights to apply
or set-off the same against the Liabilities, or
(ii) and order of any Court is made directing the Bank to pay the
proceeds of the Deposit or any part thereof to any person
other than the Bank, or
(iii) an order of Court by way of execution is made which has the
effect of attaching, garnishing or sequestrating the Deposit
or any part thereof, or
(iv) any step is taken or any other process is presented or a
resolution is passed or any similar or analogous proceedings
are taken for the winding-up , dissolution, liquidation or
bankruptcy of the Customer, or
(v) a receiver and/or manager is appointed to take possession
of any of the properties, assets or undertaking of the
customer, or
(vi) the customer (being a natural person) shall die or become
insane or be of unsound mind or commit any act of
bankruptcy.

(b) the Bank shall not be obligated to pay, deliver or otherwise transfer
any money, security, property or other asset deposited or placed
with, or held by, the Bank (whether as trustee, custodian or
otherwise) arising under any agreement, instruments or otherwise,
at any time (including without limitation the Deposit), and the
Customer shall not be entitled to withdraw the Deposit or any part
thereof until and unless the Liabilities have been irrevocably and
irretrivably settled and repaid in full to the Bank to the satisfaction
of the Bank as its sole discretion.

(11) This Assignment shall be governed by and construed in accordance with


the laws of the Republic of Indonesia and the Customer hereby
irrevocably submits to the non-exclusive jurisdiction of the Central Jakarta
District Court notwithstanding the Bank’s option to proceed against the
Customer before any other competent court.

(12) This Assignment shall not affect or be affected by the Bank’s General
Business Conditions which shall be and remain binding between the Bank
and the Customer; in the event that there is any conflict between the
Bank’s General Business Conditions and this Assignment, then the terms
of this Assignment shall prevail.

(13) This Assignment shall be valid, binding and enforceable notwithstanding :

(a) any actual or alleged unforceability, illegality, impossibility or


invalidity with respect to, or which may be held to affect, any of the
Liabilities or any Transaction and/or any transaction relating to the
granting continuance and/or acceptance of the abovementioned
facilities (“ The Obligations”); or
(b) any lack or alleged lack of authority or capacity of the Customer to
enter into the obligation to place the Deposits or to enter into this
Assignment ; or
(c) the customer disaffirms, disclaims, repudiates or rejects, in whole
or in part, or challenges the validity of, any of the Obligations; or
(d) any bankruptcy, insolvency or similar proceeding in respect of the
customer or any repudation, multification or voiding of this
Assignment or any of the Liabilities as a result of any bankruptcy,
insolvency or similar proceeding in respect of the Customer, or
(e) a waiver, deferral, restructuring, rescheduling, standstill,
moratorium, mandatory exchange or other adjsutment (whether de
facto or de jure) occurs with respect to any of the obligations; or
(f) the failure of the Customer to make any payment under the
Obligtions as a result of compliance with any applicable law, order,
regulation, decree or notice, however described, or the
promulgation of or any change in, the interpretation by any court,
tribunal, governmental or regulatory authority or similar
administrative or juridical body with competent or apparent
jurisdiction of any applicable law, order, regulation, decree or
notice, however described ; or
(g) the imposition of or any change in any exchange controls, capital
restrictions or any other similar restrictions imposed by any
monetary authority ; or
(h) any court, tribunal, governmental or regulatory authority or similar
administrative or judicial body (I) asserts that the performance by
the Customer of any absolute or contingent obligation under any of
the obligations is unlawful or unenforceable against the Customer,
or (ii) asserts that the exercise by the Bank of any of its rights
under any of the Obligations is unlawful, or unenforceable in
relation to the Obligations of the Customer under such Obligations,
or (iii) purports to divest from the Bank its title to or beneficial or
economic interest in any of the Obligations, or (iv) nationalizes,
expropriates or seizes all or substantially all of the assets of the
Customeror assumes control of the Customer or management of
the Customer.

(14) the expression “the Customer” shall include the heirs, liquidators,
receivers, personal representatives and successors in title (including any
direct or indirect successor that assumes all or substantially all of its
obligations by way of merger, consolidation, amalgamation or otherwise,
whether by operation of law or pursuant to any agreement) of the
Customer and the expression “ The Bank” shall include its successors in
title and assigns.

Dated this ________ day of _______ 19 ________

The Assignor Accepted by the Bank

By : ____________ By : _________________
Position : ________ Position : _____________

In the presence of : in the presence of :

_______________ ____________________

Witness’s Signature Witness’s Signature

Full name Full name

Address Address

Passport/NIRC No. Passport/NIRC No.

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