DEED OF GRANT OF SECURITY RIGHTS

DEED OF GRANT OF SECURITY RIGHTS

(AKTA PEMBERIAN HAK TANGGUNGAN)
Number: [*]
On this day, [*], the [*] day of [*] two thousand and [*]([*]-[*]-200[*])
appear before me, [*], Sarjana Hukum, who pursuant to the Decree of
[*] dated [*] number [*] has been designated as a Land Deed Official
hereinafter referred to as PPAT referred to in Article 7 of the
Government Regulation number 24 of the year 1997 regarding the
Registration of land , in the territory of [*] and having an office at [*], in
the presence of witnesses who are known to me, and whose names will
be mentioned at the end of this deed:-------------------------------- ---------------
1. [Mr. [*], the [President Director] of the company mentioned
below, residing in [*], being the holder of Identity Card (KTP)
Number [*];-------------------------------------------------------------------------------
-according to his statement in this matter acting herein in the
abovementioned capacity, in accordance with the provisions of
Article [*] of the Articles of Association of the company, is entitled
to represent the Board of Directors and as such for and on behalf
of PT [----], a limited liability company duly established and existing
under the laws of the Republic of Indonesia, having its registered
office at [----], whose Articles of Association have been amended
several times and most recently published in Supplement Number
[*] to the State Gazette of the Republic of Indonesia Number [*] of
[*] dated the [*] day of [*] ([*]-[*]-[*]), and for the legal actions
mentioned in this deed, the approval has been obtained from [(i)
the Board of Commissioners of the company as evidenced by a
Circular Resolution of the Board of Commissioners dated the [*]
day of [*] ([*]-[*]-[*]), and (ii) the shareholders of the company as
evidenced by a Circular Resolution of the Shareholders dated the
[*] day of [*] ([*]-[*]-[*]), all of the copies of which are attached to
the minutes of this deed, as the Grantor of Security Rights,
hereinafter referred to as the “First Party”; and ] ---------------------------
2. [Mr. [*], the [President Director] of the company mentioned
below, residing in [*], being the holder of Identity Card (KTP)
Number [*];-------------------------------------------------------------------------------
-according to his statement in this matter acting herein in the
abovementioned capacity, in accordance with the provisions of
Article [*] of the Articles of Association of the company, is entitled
to represent the Board of Directors and as such for and on behalf
of the said PT [----] a limited liability company duly established and
existing under the laws of the Republic of Indonesia, having its
registered office at [----], Indonesia, whose Articles of Association
have been amended several times and most recently published
in Supplement Number [*] to the State Gazette of the Republic of
Indonesia Number [*] of [*] dated the [*] day of [*] ([*]-[*]-[*]), in
this matter acting in its capacity, as the Grantee of Security Rights,
who after the relevant Security Rights has been registered at the

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 relevant Land Office will be the Holder of Security Rights,
hereinafter referred to as the “Second Party”. ] ---------------------------
The appearers who are known to me hereby declare: -------------------------
A. Whereas, by a US$[----] Bride Loan Agreement dated [*], between
the First Party and the Second Party (the “Loan Agreement”, which
expression shall include any variations, amendments, and additions
thereto from time to time), the Second Party has agreed to grant to
the First Party a facility in the aggregate principal amount of up to
US$[----], upon the terms and conditions set out in the Loan
Agreement, the original of which has been shown to me. --------------
B. Whereas, in order to secure the full payment of the indebtedness
of the the Second Party, in the amount of up to US$[----] together
with all costs, interests and all liabilities due or a sum of money
which may be determined in the future according to the Loan
Agreement as well as any other obligations owed pursuant to the
Loan Agreement and Security Documents (as defined in the Loan
Agreement) (the “Indebtedness”), the First Party hereby grants to
the Second Party, which accepts such grant, a [first priority]
security rights up to the amount of US$ [----] as stipulated in the
Law Number 4 Year 1996 regarding Security Rights of Land and
Items of Property on Land (hereinafter referred to as the Law of
Security Rights) and its implementing regulations thereof on the
following plot of lands: ---------------------------------------------------------------
1. a plot of land with the right to build, measuring [----] M2,
pursuant to Certificate (Tanda Bukti Hak) (Right to Build)
Number [----], presently described in Situation Map (Gambar
Situasi) number [----] dated the [----], Nomor Identifikasi
Bidang Tanah (NIB) : [----], Surat Pemberitahuan Pajak
Terhutang Pajak Bumi dan Bangunan (SPPTPBB) Nomor
Objek Pajak (NOP): [----], located at [----], registered in the
name of PT [----], which is valid until [----]; and ----------------------
2. a plot of land with the right to build, measuring [----] M2,
pursuant to Certificate (Tanda Bukti Hak) (Right to Build)
Number [----], presently described in Situation Map (Gambar
Situasi) number [----] dated the [----], Nomor Identifikasi
Bidang Tanah (NIB) : [----], Surat Pemberitahuan Pajak
Terhutang Pajak Bumi dan Bangunan (SPPTPBB) Nomor
Objek Pajak (NOP): [----], located at [----], registered in the
name of PT [----], which is valid until [----]; -----------------------------
-(hereinafter collectively referred to as the “Lands”), the
Certificates of which are delivered to me for the purposes of
registering the Security Rights granted under this deed. --------
The grant of the Security Rights also comprises of all buildings and
constructions now or hereinafter erected or in the course of erection
thereon, and all plant, machinery, fixtures, fittings, equipment,
improvements and additions, now or hereafter affixed to or forming
part of any such buildings or constructions, which according to the
prevailing laws may be considered as immovable properties. ---------------
The rights over the Lands and other items of property as stated above
are hereinafter collectively referred to as the “Objects of Security
Rights”, which is declared by the First Party as its property. --------------------
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All terms which are not defined herein are to name the meaning given
to such terms in the Loan Agreement. -------------------------------------------------
The parties acting in the abovementioned capacities hereby declare
that the grant of the Security Rights is approved and agreed on the
following terms and conditions: ----------------------------------------------------------
-----------------------------------------------------Article 1---------------------------------------
The First Party warrants that all of the Objects of Security Rights are
owned by the First Party, are not involved in any proceedings or legal
action, are free of any seizure and are free of any other lien
whatsoever. -------------------------------------------------------------------------------------
-----------------------------------------------------Article 2---------------------------------------
The abovementioned Security Rights (Hak Tanggungan) is granted by
the First Party and is accepted by the Second Party on the following
terms and conditions, which are agreed by both parties, as follows:------
• The First Party shall not lease the Objects of Security Rights to other
parties without prior written approval from the Second Party. The
First Party will not determine or change the lease period and/or
receive any lease payment in advance if it is agreed that the
Objects of Security Rights are leased or have been leased;-------------
• The First Party shall not alter or change the plans and specifications
of the Objects of Security Rights, including the nature and purpose
of the usage, whether wholly or partially, without prior written
approval from the Second Party;---------------------------------------------------
• In the event that the First Party is declared to be in default ( an Event of
Default as defined in the Loan Agreement),, the Second Party is hereby
authorized and empowered by the First Party, and the Second Party
hereby accepts such authorization and powers, to manage the
Objects of Security Rights on a Decision of the Head of the District Court
having jurisdiction over the Objects of Security Rights; ---------------------------
• In the event that the First Party fails to perform its obligation to fully
pay its Indebtedness, the Second Party as Holder of the [first priority]
of Security Rights, by virtue of this deed, is authorized and
empowered, without prior written approval from the First Party, to: --
(a) Sell or order to sell in a public sale the Objects of Security
Rights whether in whole or in part; -----------------------------------------
(b) Arrange and determine the place, time, manner and
conditions of such sale; --------------------------------------------------------
(c) Receive the proceeds of the said sale, sign and deliver the
receipt thereto; -------------------------------------------------------------------
(d) Surrender part of the Objects of Security Rights which has
been sold to the purchaser; --------------------------------------------------
(e) Withhold the proceeds of the sale, wholly or partially, to satisfy
the Indebtedness; and----------------------------------------------------------
(f) Perform any other actions required by any Law and
implementing regulations and deemed necessary by the
Second Party in order to perform such powers. ----------------------
• Without prior written approval from the Second Party, the First Party
shall not relinquish its right to the Objects of Security Rights or
transfer its right to the Objects of Security Rights in any manner
whatsoever for the interest of any third party. ---------------------------------

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• In the event the First Party relinquishes its right to the Objects of
Security Rights or the First Party’s right to the Objects of Security
Rights is revoked in the public interest, which results in the
termination of the First Party’s right to the Objects of Security Rights,
the Second Party is hereby authorised and empowered by the First
Party, and the Second Party hereby accepts such authorisation
and powers, to claim or to collect and receive the compensation
and/or any money which can be collected by the Government
and/or any third party, to sign and deliver the receipt thereto and
to perform all other actions which are deemed necessary and
useful as well as good by the Second Party and therefore to
withhold the compensation and any indemnification in whole or in
part to satisfy the Indebtedness; ----------------------------------------------------
• The First Party shall insure the Objects of Security Rights from any
losses caused by fire or any other losses which deemed necessary
by the Second Party upon such terms and conditions which are
satisfactory to the Second Party with an insurance company
appointed by the Second Party, with the stipulation that the
relevant insurance policies will be kept by the Second Party and the
First Party will pay the premium at the proper time and manner. In
the event that there occur losses caused by fire or any other insured
losses to the Objects of Security Rights, the Second Party is hereby
authorised and empowered and the Second Party hereby accepts
such authorisation and powers to receive the insurance sums,
wholly or partially, to satisfy the Indebtedness; --------------------------------
• The Second Party is hereby authorised and empowered and the
Second Party hereby accepts such authorisation and powers, at
the cost expense of the First Party, to perform any necessary actions
to maintain, defend and save harmless the Objects of Security
Rights, if deemed necessary by the Second Party for the execution
of, or to prevent the clearance or cancellation of the First Party’s
right over the Objects of Security Rights which may be caused by
the non-compliance with or violation of the laws and, when
required, to request for an extension and renewal of the title of the
lands which are the Objects of Security Rights; -------------------------------
• If the Second Party uses its power and authority to sell the Objects of
Security Rights, the First Party will give every opportunity to the interested
parties to inspect the Objects of Security Rights at any time determined
by the Second Party and to immediately vacate or to arrange to
vacate and to surrender the Objects of Security Rights to the Second
Party or other persons appointed by the Second Party to be used by
the Second Party in the broadest sense of words; -------------------------------
• The original land title certificate of the Objects of Security Rights
must be surrendered by the First Party to the Second Party to be
kept and used by the Second Party in implementing its rights as
Holder of Security Rights and for such purpose the First Party, by
virtue of this deed, grants power of attorney to the Second Party to
receive such certificate from the Land Office after this Security
Rights has been duly registered. ----------------------------------------------------
-----------------------------------------------------Article 3---------------------------------------

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To perform the terms and conditions as described in Article 2, the First
Party, hereby grants power of attorney to the Second Party, which
hereby accepts such power, to appear before any competent
authorities, to give information, to sign any forms/letters, to receive any
documents and pay all fees and receive any payment and to perform
all necessary and useful actions to perform the abovementioned terms
and conditions. ---------------------------------------------------------------------------------
-----------------------------------------------------Article 4---------------------------------------
Notwithstanding the provisions of Article 2 of this Deed of Grant of
Security Rights, upon the occurrence of an Event of Default (as defined
in the Loan Agreement), the Second Party shall be irrevocably
authorized to sell the Objects of Security Rights in whole or in part or
parts by private sale and to arrange and to determine the time, place,
manner and conditions of such sale, to receive the proceeds of the
said sale, to sign the receipt therefore, to surrender those parts of the
Objects of Security Rights which have been sold, and to withhold from
the proceeds of sale any sum equal to the Indebtedness and any other
expenses, including any fees of the property consultant based on
percentage and any other fees of the bailiff and of the Second Party or
any other representative appointed by the Second Party to claim the
repayment and also all sums paid or paid in advance as stipulated in
these terms and conditions. ---------------------------------------------------------------
The Second Party reserves the right to decide whether or not the
purchaser of the Objects of Security Rights shall have the right to
request that the Objects of Security Rights be freed from Security Rights
(Hak Tanggungan) encumbrance (zuivering) at the time of the sale of
the Objects of Security Rights. ------------------------------------------------------------
In case the sale does not take place (ophouding) for the reason that
no satisfactory offer by third parties has in the reasonable opinion of the
Second Party been made, then the expenses already incurred, shall
become the responsibility of the First Party and shall be collected from
it, whereas the Second Party in this case shall also remain entitled to
continue the auction and sale of the Objects of Security Rights on any
other date at the expenses of the First Party. ---------------------------------------
The security created by this deed: ------------------------------------------------------
(a) shall constitute and be a continuing security notwithstanding any
intermediate settlement of account or reduction or repayment of
the First Party’s Indebtedness for the time being owing or any
other matter or thing whatsoever; ----------------------------------------------
(b) is in addition to and is not in any way prejudiced or affected by
any collateral or other security, judgment or order or any lien to
which the Second Party may be otherwise entitled; and---------------
(c) shall remain valid if, for any reason, any payment by or on behalf
of the First Party or any other person under the Loan Agreement
and the Security Documents (as defined in the Loan Agreement)
or any of the security required thereunder shall be rescinded or
must otherwise be restored, whether as a result of any
proceedings in bankruptcy or reorganization of the First Party or
the like or otherwise. ------------------------------------------------------------------
-----------------------------------------------------Article 5---------------------------------------

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If the Second Party intends to exercise its rights to sell any or all of the
Objects of Security Rights upon the occurrence of an Event of Default
(as defined in the Loan Agreement) then ample and every opportunity
must be given by the First Party to interested parties to inspect the
Objects of Security Rights at any reasonable time decided by the
Second Party, whereas the First Party upon demand by the Second
Party shall be obliged to vacate and surrender the Objects of Security
Rights immediately but in any event not later than 30 (thirty) days after
the date of first written demand of the Second Party to vacate and
surrender the Objects of Security Rights to the Second Party or to the
persons who have acquired the Objects of Security Rights, to be used
by them at their discretion. ----------------------------------------------------------------
If the First Party refuses to vacate the Objects of Security Rights, then
the provisions contained in Article 200 paragraph (11) of the
“Reglemen Indonesia yang Diperbaharui” shall apply. -------------------------
To the extent required and to the extent permissible under applicable
law, the First Party expressly renounces (renuntieren) all provisions
stipulated in Government Regulation No.49/1963 (PP No.49 tahun 1963)
as amended by Government Regulation No.55/1981 (PP No.55 tahun
1981) and/or Government Regulation No.44/1994 (PP No.44 tahun
1994), as applicable, and all stipulations in the laws and regulations
(national and regional, if any) concerning the requirement to obtain
approval or a decree issued by the competent authorities for vacating
the Objects of Security Rights so that, should the First Party and/or an
occupant fail to fulfill the demand of the Second Party to vacate and
surrender the entire Objects of Security Rights in vacant condition (in
the sense of not being occupied/used by any person whomsoever) to
the Second Party or any other party designated by the Second Party,
then the Second Party or any other party duly appointed by the
Second Party shall be entitled to enforce the First Party and/or an
occupant to vacate the entire Objects of Security Rights without the
obligation either to apply for, or to obtain any prior permit to vacate
from the competent authorities or to provide accommodation in
whatever form for the occupant(s) of the Objects of Security Rights or
to pay any compensation in whatever amount to the First Party and/or
the occupants of the Objects of Security Rights. ----------------------------------
The Second Party is hereby authorized and empowered by the First
Party to enforce vacant possession of the Objects of Security Rights
themselves at the expense of the First Party, and if necessary, with the
assistance among others from the appropriate authorities, including but
not limited to, the police force. ----------------------------------------------------------
The First Party hereby undertakes and warrants to the Second Party that
upon the occurrence of an Event of Default (as defined in the Loan
Agreement), it will notify the occupant(s) of the Objects of Security
Rights of the existence of this Security Rights (Hak Tanggungan) and
that it will procure that any occupant(s) of the Objects of Security
Rights shall promptly comply with the provisions referred to above and
the First Party shall hold the Second Party harmless from all claims
whatsoever of any such occupant(s) of the Objects of Security Rights,
so that all the demands and claims shall be entirely for the account of
the First Party. -----------------------------------------------------------------------------------
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The Second Party is authorized to place at the Objects of Security Rights
any announcements that the Objects of Security Rights are offered for sale,
which announcements shall not be removed, or defaced by the First Party
or any person acting on behalf of the First Party. ---------------------------------------
The First Party hereby warrants and undertakes to the Second Party that
(a) the entry into the Objects of Security Rights by the Second Party
and/or any person authorised by the Second Party for the purposes of
vacating the Objects of Security Rights shall not be an act of trespass
and (b) the Second Party shall not be responsible for payment of
compensation and damage caused in vacating the Objects of
Security Rights. ----------------------------------------------------------------------------------
-----------------------------------------------------Article 6---------------------------------------
The Second Party for purposes of the said sale is fully authorised and
empowered to determine (which determination shall be conclusive save
for manifest error), but subject to the provisions of the Loan Agreement and
Security Documents (as defined in the Loan Agreement) the amounts
owing by the First Party to the Second Party under the Loan Agreement
and Security Documents (as defined in the Loan Agreement) covering the
principal sum owed thereunder, with interest and other charges as well as
fees of the attorney or lawyer of the Second Party, all as provided in
accordance with the Loan Agreement and Security Documents (as
defined in the Loan Agreement). ------------------------------------------------------------
Notwithstanding the sale or other disposition of the Objects of Security
Rights by the Second Party, the First Party shall continue to be liable for the
unpaid balance of the Indebtedness up to the date of payment in full.
The First Party further authorises the Second Party to retain and to carry
into a suspense account and to appropriate at the Second Party’s
discretion any proceeds received from any sale or other disposition of
the Objects of Security Rights pending discharge of the Indebtedness. -
-----------------------------------------------------Article 7---------------------------------------
For the purposes of exercising its rights of sale under this deed, the
Second Party is entitled, prior to effecting such sale, to cause the
Objects of Security Rights to be divided into certain parcels and to
determine the size of each parcel at its discretion, further to sell such
parcels simultaneously or at different times, in whole or in parts and in
connection therewith to apply for land measurements and to cause
the drawing-up of any necessary deeds and documents, to pay any
expenses, to appear before any competent authorities, to make and
sign before them any necessary documents and deeds, and
furthermore to undertake servitudes (servituut) at the time of sale as it
deems expedient and for such purpose on behalf of the First Party to
cause the drawing up and signing of any other agreements, deeds
and documents and finally to carry out and perform everything it
deems useful or necessary, all at the First Party's expense. --------------------
-----------------------------------------------------Article 8---------------------------------------
The First Party shall not be entitled and shall be prohibited to use the
Objects of Security Rights as collateral in whatsoever manner in favour
of third parties, without prior written approval of the Second Party.--- ----
-----------------------------------------------------Article 9---------------------------------------
All duties, expenses and stamp duties payable in connection with this
deed, in particular with regard to the renewal or modification of the
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registration forms if required in the future by Indonesian laws and
regulations by deletion (roya) of the Security Rights (Hak Tanggungan)
and all taxes, additional taxes or other duties which at any time may be
imposed on the Objects of Security Rights with respect to this deed or
pertaining to the implementation of the rights of the Second Party
pursuant to or in connection with this deed inter alia for obtaining
repayment of all amounts payable by the First Party, covering the
principal debt as well as interest, reasonable and proper expenses/fees
of the Second Party’s attorneys or lawyers, in and outside the
competent courts of justice, shall be for the First Party's account and
the First Party shall promptly indemnify and reimburse upon written
notice and evidence the Second Party against and in respect of all
such duties, expenses, stamp duty, taxes, and reasonable costs which
are paid by the Second Party. -----------------------------------------------------------
-----------------------------------------------------Article 10-------------------------------------
All taxes and other levies in whatsoever name which are now or in the
future may be imposed on the Objects of Security Rights and any other
taxes, which may be collected from the Objects of Security Rights, shall
be paid punctually by the First Party, while copies of any receipts
therefore shall be submitted promptly to the Second Party, furthermore,
the Second Party is also irrevocably authorized to represent the First
Party and to act for and on behalf of the First Party, at any time and at
the expense of the First Party, to request for confirmation from the
officials or authorities concerned, whether the foregoing obligations
have been fulfilled. ---------------------------------------------------------------------------
-----------------------------------------------------Article 11-------------------------------------
The First Party shall not be entitled to and shall not (and shall not agree,
conditionally or unconditionally, to) assign, transfer, sell or otherwise
dispose of and/or to surrender its right in whatsoever manner to the
Objects of Security Rights to other parties without prior written approval
of the Second Party. --------------------------------------------------------------------------
-----------------------------------------------------Article 12-------------------------------------
In the event that the First Party's title to the Objects of Security Rights
terminates or will shortly terminate, the Second Party is hereby
authorized and empowered, with the right of substitution, to represent
the First Party and to act for and on behalf of and for the account of
the First Party, to request for an extension or renewal of the title on the
said plot of Llands and to establish a new Security Rights (Hak
Tanggungan) on conditions as stipulated in this deed. -------------------------
-----------------------------------------------------Article 13-------------------------------------
To further secure the due and punctual repayment of First Party’s
Indebtedness to the Loan Agreement and Security Documents (as
defined in the Loan Agreement) for whatever reason, the First Party
assigns to the Second Party, which assignment is hereby accepted by
the Second Party, the rights referred to under paragraph (A) and
paragraph (B) of this Article 13 and in the event that on the date of
execution of this deed, such rights have not yet been assigned, the
assignment shall be effective as of the date the said rights are acquired
by the First Party: -------------------------------------------------------------------------------
(A) All rights held by the First Party to current or future payments of
rental for the Objects of Security Rights from current or future
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 lessees, as well as the rights to receive monies payable due to
indemnification and interest and expenses incurred upon
termination of agreements concluded with any lessees and/or
due to non-fulfillment of the provisions of such agreements. -------
The First Party irrevocably authorizes the Second Party on the
occurrence of an Event of Default (as defined in the Loan
Agreement) and if not remedied within any applicable grace
period as determined by the First Party: ------------------------------------
(a) for and on behalf of the First Party, to specifically re-
confirm the general assignment of rental and
indemnification payments as well as to assign to the
Second Party the rights to the rental and indemnification
payments referred to above in accordance with the
obligation accepted by the First Party; and-----------------------
(b) if desired by the Second Party to perform or cause to be
performed the management and exploitation of the
Objects of Security Rights in the widest sense of the word at
the First Party’s expense without the First Party’s participation
including but not limited to terminating or causing the
termination of any lease agreements and any agreements
to utilize and/or to occupy the Objects of Security Rights, if
necessary to claim for vacation and indemnification
through the competent authorities, among others the Court
of Justice, to file suits for vacating the Object of Security
Rights against illegal occupants, to conclude, revoke or
cause the revocation of new lease agreements on
conditions determined by the Second Party, further to
perform or cause to be performed on the Objects of
Security Rights all repairs and renovations deemed
necessary to perform appropriate maintenance, for
example, painting, white-washing and other things, install
equipment and procure connection for water, gas and
electricity supply to the buildings, to submit on behalf of the
First Party notices for tax assessments, including but not
limited to Land and the Building Tax (Pajak Bumi dan
Bangunan), to protest and appeal against such assessment,
to accept and receive any restitution and to perform any
and all things deemed necessary by the Second Party, to
effect payments in respect of the Objects of Security Rights
and of the Security Rights, confiscations and encumbrances
imposed thereon, all with the understanding that the
Second Party shall use the net proceeds accruing from such
rental and indemnification payments to the extent not
utilized to pay the expenses incurred including collection
fees, to pay by installments or to settle the expenses or other
costs, in settlement of the Indebtedness. ----------------------------
The assignment of the rights on the rentals and indemnification
payments and the absolute authorizations referred to above in
paragraph A sub-paragraphs (a) and (b) of this Article 13 shall
occur on an Event of Default (as defined in the Loan

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 Agreement) and if not remedied within any applicable grace
period as determined by the First Party. ------------------------------------
(B) In the event that title to the Objects of Security Rights is
expropriated (onteigend), the Objects of Security Rights reverts
to and becomes state-owned land, the title to the Objects of
Security Rights terminates, the Objects of Security Rights or any
part thereof is lost in the widest sense of the word or damaged
(other than by fire), the First Party confers irrevocable power of
attorney on the Second Party to assign to itself on behalf of the
First Party by a separate deed all rights, legal actions and
remedies which the First Party may possess or acquire as a result
of any of the above events, to demand and receive both in
and outside the Court of Justice, all payments collectable at
any time and to sign lawful receipts therefore and also to
determine amounts of indemnification, payments or
compensation if desired with peaceful settlement, and the First
Party undertakes if requested by the Second Party to
immediately assist the Second Party in the implementation of
the matters in this Article 13. ----------------------------------------------------
The assignment of all rights, legal actions and remedies in this Article 13
hereunder is without prejudice to the independent rights (zelfstandige
rechten) otherwise possessed by the Second Party and without prejudice
to its rights for indemnification of expenses, losses and interest. --------------------
The Second Party is authorized to notify, through the intermediary of the
bailiff, all provisions set forth in this Article 13 and any and all things
carried out by virtue of this Article 13 in the name of the First Party and
at the expense of the First Party to the parties concerned, or to request
acknowledgment of such provisions and all things performed
hereunder by the parties concerned. -------------------------------------------------
-----------------------------------------------------Article 14 -------------------------------------
In the event of a voluntary sale of the Objects of Security Rights and not
a public sale as referred to in Article 2 above, this Security Rights (Hak
Tanggungan) shall not be purged or deleted without prior written
consent of the Second Party. -------------------------------------------------------------
-----------------------------------------------------Article 15 -------------------------------------
All buildings (if any) erected on the Objects of Security Rights and the
plans and specifications for the Objects of Security Rights shall not be
altered and the Objects of Security Rights shall neither be transferred
nor charged with any right on real estate (zakelijk recht) or any other
encumbrances in whatever name or form, save as may be provided or
permitted under the Loan Agreement and Security Documents (as
defined in the Loan Agreement). -------------------------------------------------------
-----------------------------------------------------Article 16 -------------------------------------
The original land certificates and situation drawings together with the
original building permits, certificate to use the buildings, the permit to
occupy and other documents deemed necessary by the Second Party
concerning the Objects of Security Rights and occupancy and/or use
thereof shall be surrendered by the First Party to and will be kept by the
Second Party or other party designated by the Second Party to
implement its rights under this deed. ---------------------------------------------------
-----------------------------------------------------Article 17 -------------------------------------
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All insurance policies which are hereinafter taken out by or on behalf of
the First Party shall name the Second Party as loss payee and
beneficiary. --------------------------------------------------------------------------------------
The First Party hereby undertakes and warrants to the Second Party that
it will carry out necessary repairs to the Objects of Security Rights to
maintain the value of the Objects of Security Rights. ----------------------------
In case the First Party does not fulfill any of its obligations stipulated in
this Article 17, the Second Party shall be entitled to insure the Objects of
Security Rights in the name of the Second Party, at the reasonable
expense of the First Party and without prejudice to non-fulfillment of the
obligations of the First Party under this deed. ---------------------------------------
The First Party shall be liable to refund to the Second Party immediately
upon first written demand by the Second Party all said reasonable
expenses. -----------------------------------------------------------------------------------------
-----------------------------------------------------Article 18 -------------------------------------
Upon the occurrence of loss or destruction of the Objects of Security
Rights which is caused by fire or other hazards, pursuant to Article 297
of the Indonesian Commercial Code, all benefits of the insurance shall
be used (a) for reinstatement of a building, totally or partially
destroyed, as the Second Party deems fit to do so, or (b) to satisfy the
Security Rights (Hak Tanggungan) up to the Indebtedness, with the
understanding, that upon the occurrence of an Event of Default (as
defined in the Loan Agreement), the Second Party is irrevocably
authorized by the First Party to represent and act for and on behalf of
the First Party to exercise without participation of the insured
(verzekerde) all rights, legal actions and remedies in such case
accruing to the insured (verzekerde) due to losses caused by fire or any
other insured losses specifically to arrange for the compensation from
the insurance company concerned and if necessary to commence
law suits and to make peaceful settlements or compromise in
connection therewith, to collect the insurance sums and to sign the
receipt therefor, and further at the discretion of the Second Party
without prejudice to the rights of the Second Party in respect of the
remainder of the Objects of Security Rights, to use the said insurance
proceeds, wholly or partially, to settle the Indebtedness and interest
and other expenses, subject to the Second Party’s obligation to give
full account of the balance after payment of the Indebtedness, or to
withhold the insurance proceeds as additional collateral for the
Indebtedness as long as such may be deemed necessary for the
Second Party’s interest; in the latter case the sum used as collateral
shall be returned to the First Party after the Objects of Security Rights
have been restored to its original condition prior to the occurrence of
fire or as the case may be the hazard, to the reasonable satisfaction of
the Second Party. -----------------------------------------------------------------------------
-----------------------------------------------------Article 19-------------------------------------
The Second Party is entitled, at any reasonable time, to inspect the
Objects of Security Rights, inspect its condition and to determine
whether the provisions of this deed have been properly fulfilled. -----------
The First Party hereby warrants and undertakes to the Second Party that
the entry into the Objects of Security Rights by the Second Party and/or

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person authorised by the Second Party for the purposes of inspecting
the Objects of Security Rights shall not be an act of trespass. ----------------
-----------------------------------------------------Article 20-------------------------------------
In case there occurs negligence in the payment of any taxes and other
sums payable by the First Party to third parties as provided for in this
deed, the Second Party is authorized (but not obliged) to pay those
taxes and other sums, and fines relating thereto (if any) and to claim for
reimbursement of such amounts from the First Party. ----------------------------
All reimbursements under this Article 20 shall be paid forthwith upon
demand by the Second Party, including a penalty sum for the delay in
payment in accordance with the Loan Agreement. ----------------------------
-----------------------------------------------------Article 21-------------------------------------
Any and all amounts owing by the First Party to the Second Party shall
become immediately due and payable and the rights and powers
herein granted to the Second Party shall immediately become
enforceable upon the occurrence of an Event of Default (as defined in
the Loan Agreement). -----------------------------------------------------------------------
-----------------------------------------------------Article 22-------------------------------------
Furthermore, in the event that payment of interest or of any other
amounts payable or indebted by the First Party in connection with the
Loan Agreement and Security Documents (as defined in the Loan
Agreement) for whatever reason has not been properly made on the
date when due and payable, the Second Party shall be entitled to
claim forthwith the total amount of the Indebtedness and any
reasonable costs incurred by the Second Party for or in connection with
the enforcement of this including but not limited to the fees payable to
the attorneys/lawyers of the Second Party for collecting the amounts
indebted by the First Party, in such event the Second Party need not
first remind the First Party by bailiff summons or any other notice and the
mere lapse of time sufficiently shall prove the default of the First Party.
-----------------------------------------------------Article 23-------------------------------------
Any sum which for any reason at any time is owed by the First Party to
the Second Party, either of principal or interest or any other fee or
amount, shall be an indivisible debt (ondeelbare schuld) so that, every
successor in title or assignee of the First Party may be sued for the total
amount of the Indebtedness. -------------------------------------------------------------
-----------------------------------------------------Article 24-------------------------------------
All obligations hereunder shall be properly observed by the First Party,
whereas this deed may only be amended by agreement in writing duly
signed by or on behalf of the First Party and the Second Party, all on
sanction of termination and payment of a penalty sum immediately
collectible in full, all in accordance with the Loan Agreement. -------------
-----------------------------------------------------Article 25-------------------------------------
Should a subsequent Security Rights (Hak Tanggungan) be imposed
upon the Objects of Security Rights, other than those contemplated
under the Loan Agreement and Security Documents (as defined in the
Loan Agreement), then the First Party shall not be entitled to pay any
installment or other special payment other than what has been agreed
upon in this deed in order to pay any indebtedness covered by the
subsequent Security Rights (Hak Tanggungan) until the debts covered
by this deed have been duly and fully paid. ----------------------------------------
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 ----------------------------------------------------Article 26--------------------------------------
All provisions regarding time periods and other requirements mentioned
in this deed are made for the benefit of the Second Party. -------------------
-----------------------------------------------------Article 27-------------------------------------
The powers of attorney and authorizations as set out in this deed form
an integral part of the Loan Agreement and Security Documents (as
defined in the Loan Agreement) and this deed without which this deed
would not have been concluded, therefore these powers of attorney
and authorizations shall not be terminated for reasons of any of the
occurrences mentioned in Article 1813 of the Indonesian Civil Code or
for any other reason whatsoever. -------------------------------------------------------
The First Party hereby expressly waives the provisions set forth in Articles
1814 and Article 1816 of the Indonesian Civil Code. -----------------------------
The First Party waives any and all claims, except for those arising from
the negligence and willful misconduct of the Second Party, it may have
against the Second Party (or any of its representatives) arising out of or
in connection with the existence or enforcement of this deed. -------------
-----------------------------------------------------Article 28 -------------------------------------
All notices required in connection with this deed shall be deemed to be
duly given or made by one party to the other if it be in writing and be
signed by the person authorised by such party and delivered to the
following addresses or to such other addresses as are notified by one
party to the other. The initial fax number, address and person (if any) so
designated by each party are set out below: -------------------------------------
The First Party :
Attention :
Facsimile No. :
The Second Party :
Attention :
Facsimile No. :
----------------------------------------------------Article 29 --------------------------------------
The Second Party is authorized to delegate to such person or persons as
it shall choose the exercise of any or all of the powers conferred on it
hereunder. ---------------------------------------------------------------------------------------
----------------------------------------------------Article 30--------------------------------------
The First Party warrants that the First Party itself owns all the buildings
now on the Objects of Security Rights (and will own all buildings to be
erected on the Objects of Security Rights during the continuance of the
Security Rights (Hak Tanggungan) created hereunder) on which the
Security Rights (Hak Tanggungan) is established under this deed. ----------
The First Party shall not allow another person to own any building on the
Objects of Security Rights. ------------------------------------------------------------------
---------------------------------------------------Article 31---------------------------------------
If any one or more of the provisions contained in this deed should be
invalid, illegal or unenforceable in any respect under any applicable
rule, regulation or law, the validity, legality and enforceability of the
remaining provisions of this deed shall not in any way be affected or
impaired; and, the invalid and unenforceable provision shall be
replaced by a provision which, being valid and enforceable, come
closest to the intention of the parties hereto underlying the invalid or
unenforceable provision. -------------------------------------------------------------------
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 ---------------------------------------------------Article 32---------------------------------------
In respect of the abovementioned Security Rights with all of its
implications, the parties have elected as their permanent and general
domicile the office of the Registrar’s Office of the District Court of [----]
(Kantor Panitera Pengadilan Negeri [----]).-------------------------------------------
---------------------------------------------------Article 33---------------------------------------
All fees incurring from the execution of this deed, fees to the witnesses
and other fees and charges in respect of the installment of the
abovementioned Security Rights are borne by the First Party. ---------------
This deed has been drawn up in the presence of the parties and: ---------
1. [*]; and
2. [*]
as witnesses and after the deed has been read out and explained,
thereafter as evidence of the correctness of the statements of the First
Party and the Second Party, this deed has been executed by the First
Party, the Second Party, the witnesses and me, Land Deed Official, in 2
(two) original documents, one of which will be kept in my office and
the other will be forwarded to the Head of the National Land Office of
Kabupaten/Kotamadya [*] for the purpose of registering the Security
Rights granted by this deed. --------------------------------------------------------------

First Party Second Party

(____________) (____________)

Witness Witness
(____________) (____________)
Land Deed Official
(____________)

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