Professional Documents
Culture Documents
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.
(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 :
(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.
(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.
(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.
By : ____________ By : _________________
Position : ________ Position : _____________
_______________ ____________________
Address Address