Assignment of Acounts Receivable For Security Purpose

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ASSIGNMENT OF ACOUNTS RECEIVABLE FOR SECURITY PURPOSE

Number :
On this day,.
Appear before me, [*], Sarjana Hukum, Notary in Jakarta, in the presence of
the witnesses whose names will be mentioned at the closing part of this deed :
1. mister

- according to his statement in this matter acting in his capacity


aforementioned and as such for and behalf of P.T. [*] , a limited liability
company duly esthablished and existing under the laws of the Republic
of Indonesia, domiciled and having its head office in Jakarta, whose
articles of association and the amendment, dated [*], number [*], dated
[*], number [*], and has been approved by the Minister of Justice of the
Republic of Indonesia, in his decree [*] , number [*], and whose articles of
association and the amendment thereto have been announced in the
State Gazette of the Republic of Indonesia, dated [*], number [*],
Supplement number [*],
- lastly altered by the deed Berita Acara Rapat Umum Luar Biasa Para
Pemegang Saham P.T. [*], dated [*], number [*], all passed before [*],
Sarjana Hukum, Notary in Jakarta,
- for the legal action hereunder, pursuant to the-provisions of paragraph
[*] article [*] of the company's articles of association, has obtained
approval from President Commissioner and Commissioner of company,
namely mister [*] mister [*], as evidenced by Letter of Approval, dated the
[*] , fixed with sufficient and is showed to me, Notary,
- hereinafter referred to as the "Borrower".
2. mister

- according to his statement in his matter acting in his capacity as


President Director and as such for and on behalf of "P.T. [*] BANK" a joint
venture Bank duly esthablished and existing under-the laws of the
Republic of Indonesia, domiciled and having its head office in Jakarta, -
whose articles of association set out in the deed dated [*], number [*],
and amendment dated [*], number [*], all passed before [*], Sarjana
Hukum, Notary in Jakarta, deed Pernyataan Keputusan Rapat Para
Pemegang Saham –dated [*], number [*], and have been approved by the
Minister of Justice of Republic of Indonesia, dated [*], number [*] lastly
altered by the deed Minutes of the Extraordinary General Meeting of
Shareholders of -PT. [*], dated [*], number [*], passed before [*], Sarjana
Hukum, -Notary in Jakarta,
- hereinafter also referred to as the "Bank", -
-The appearers are all known to me, Notary. The appearers acting in the above-
mentioned capacities firstly declare as follows :
-That the Borrower and the Bank have entered into a "Loan Agreement" dated
today, under number [*] legalized by me, Notary, which shall be deemed
verbatim incorporated in this -deed as an integral and inseparable part hereof
(hereinafter the said Loan Agreement together with its amendments, additions,
extensions and renewals thereof shall be referred to as the "AGREEMENT").
that, it is a condition precedent under the Agreement that the Borrower shall
have to issue an assignment of accounts receivable for security purposes in
favour of the Bank, to secure the due and proper payment and performance by
the Borrower of its obligations to the Bank under the Agreement. Now,
therefore, the parties hereto covenant and agree to enter into assignment
agreement (hereinafter to be referred to as the "Assignment" ) under the
following terms and conditions : -

Article 1.
Terms used herein shall have the same meaning as defined in Article 1 of the
Agreement unless otherwise provided or the context requires otherwise.
Article 2.
To secure the due and punctual payment and repayment to the Bank of all
amounts which shall be owing, indebted and payable by the Borrower to the
Bank under the Agreement (covering the principal amount of the Facility for
time being advanced hereunder) or (where the context so requires) the balance
thereof for the time being outstanding (including penalty interest payable by the
Borrower under the Agreement-and the Security Documents) (hereinafter
collectively referred to as the "Debts"), the Borrower hereby transfers to the
Bank :
-all of the Borrower's rights, interest and claims now owned or hereafter
acquired by the Borrower againts persons/parties purchasing or ordering goods
from the Borrower, including rights, interest and claims on bank
deposits/accounts into which the accounts receivable are transferred or paid
(all such accounts receivable are hereinafter collectively referred to as the
"Accounts Receivable").
- In respect of existing Accounts Receivable, this Assignment shall take effect as
of from this day and date, whereas in respect of all Accounts Receivable arising
after the date of this Assignment shall be deemed assigned as from the date the
Borrower is in possession of such-Accounts Receivable.
- This transfer of rights with respect to the Accounts Receivable has been
executed in a fiduciary capacity for the purpose of securing the Debts to the
bank subject to the terms and conditions hereunder stipulated.
Article 3.
3.1. The Borrower hereby irrevocably authorizes the Bank at any time based
on the Bank's sole opinion that the Borrower fails to properly fulfil any of
its obligations under the Agreement to notify the Borrower's customers to
transfer the Accounts Receivable to the Bank and the proceed of which
should be channelled through the Borrower's account with the Bank and
the Borrower agrees to bear all expenses incurred in connection with
such notification.
3.2. All sums of money which the Borrower shall receive as of today from
such purchasers of the Borrower's product in payment of the Accounts
Receivable shall be paid into the Borrower's accounts with the Bank and
shall be deemed to be received and kept in trust by the Borrower for and
on behalf of the Bank and shall be deemed to belong to the Bank.
3.3. Therefore the Borrower shall, upon first demand-of the Bank :
a. inform the Bank in writing immediately about any payment on the
Accounts Receivable or otherwise to be received by the Borrower ;
b. immediately transfer such sums received by the Borrower to the
aforesaid account(s) with the Bank ;
c. advise its debtors in writing to pay the Borrower's Accounts
Receivable to Borrower's account referred to above and copy
thereof shall be sent to the Bank.
3.4. The Bank hereby authorizes the Borrower :
a. to operate the account(s) to which the Accounts Receivable are
paid, and
b. to utilize the proceeds of the Accounts Receivable in the ordinary
course of the Borrower's business.
- Such authorizations may be revoked at any time by the Bank.
Article 4.
The Borrower shall give to the Bank within 90 (ninety) days after the end of
each half year, a semi annually report on the Accounts Receivable as meant
hereinabove with particulars to the Bank describing the Accounts Receivable
immediately after-their come into being, providing in each case the name and
the address of the account debtor and the amount and due date of the account
and the copy of contracts concerned. The Borrower shall upon notice from the
Bank be obliged to provide the Bank with further documents pertaining to the
Accounts Receivable under the Bank's rights hereunder including without
limitation any and all promissory notes, bills of exchange, commercial paper
received by the Borrower in connection with the Accounts Receivable, properly-
endorsed over to the Bank.
Article 5.
In case of realization of this Assignment in the occurrence of an Event of default
under the Agreement, all sums so received by the Bank shall beapplied against
all expenses incurred in connection -with the enforcement of this Assigment
and the collection of the Accounts Receivable and then against all amounts due
and payable under the Agreement with the remainder to be held in trust by the
Borrower to pay any amounts payable but not yet due under the Agreement.
Article 6.
The Borrower hereby warrants and represents :
a. that the Borrower is fully entitled to the Accounts Receivable and no
other person nor party having or sharing any right whatsoever thereto
and that the Accounts Receivable do/will really and legally exist ;
b. that the Accounts Receivable are not involved in any dispute nor court
case whatsoever nor being in any attachment ;
c. that the Accounts Receivable have not been given for security collateral
to any other person/party.
- The Borrower hereby holds the bank harmless from any claim of third
parties claiming any right on the-Accounts Receivable or with respect to
any of the representations and warranties by the Borrower referred to
above.
Article 7.
The Bank shall be entitled at its option to re-transfer any Accounts Receivable
transferred hereunder to the Borrower at any time without being -obliged to
state the reasons for re-transfer.
Such re-transfer shall be effected by written notification from the Bank to the
Borrower, Which notice shall state the amount of any partial payment the Bank
may have received in connection with the Accounts Receivable being re-
transferred.
Article 8.
The Borrower further authorizes the Bank to debit the accounts of the Borrower
with the Bank or with any other banks, with such amounts as may be deemed
necessary by the Bank as well as to collect and utilize any deposit which the
Borrower may have with-the Bank and or with any other banks in payment and
repayment of the Debts.
Article 9.
The authority given to the Bank hereunder is therefore irrevocable and will not
terminate on an grounds, including without limitation thereto, those-grounds
referred to in Articles 1813, 1814 and 1816of the Indonesian Civil Code. The
Borrower further agrees to execute such additional documents and or powers of
attorney as the Bank shall from time to time request for carrying out the
provisions of this article.
Article 10.
If notwithstanding the realization by the Bank of the security granted hereunder
there remains outstanding any part of the Debts, the Borrower shall remain
liable to pay the same together with the amount of all expenses paid or incurred
by the Bank -in enforcing its rights hereunder.
Article 11.
The security granted hereunder shall not be regarded-as discharged or satisfied
in any part by any intermediate payment or satisfaction of the whole or any part
of the Debts from time to time outstanding-but shall be a continuing security
covering any sums of money which may become due from the Borrower to the
Bank under the Agreement or any subsequent loan agreement or promissory
Note (as defined in the Agreement) substituting for and or extending the same
until such time as the Bank has re-transferred the Accounts Receivable to the
Borrower as provided for in article 12 below.
Article 12.
The transfer of proprietary rights as provided in this Assignment is made upon
condition that in the event the Borrower repays in full all sums secured
hereunder, the Bank shall be obliged to re-transfer to the Borrower the
Accounts Receivable to the extent the same are still in existence. The Borrower
shall bear the risks that with respect to any such Accounts Receivable for
whatsoever reason no payment is received.
Article 13.
The Borrower will pay all costs and expenses incurred by the Bank in
connection with the administration, compromise, settlement or other collection
of any of the Accounts Receivable including all legal fees incurred in connection
or in enforcing this Assignment and any such costs and expenses incurred by
the Bank shall be added to and form part of the Debts secured hereunder.
Article 14.
The Borrower hereby undertakes to permit the Bank, its representatives or a
surveyor company assigned by the Bank to inspect the books of account any
records of the Borrower and shall in any case afford and procure the
opportunity for any such inspection to be carried out not later than 3 (three)
days after receipt of the request of the Bank to make such inspection. The
expenses of any such inspection shall be borne-by the Borrower.
Article 15.
Any Notice hereunder shall be in writing and shall be either personally delivered
or transmitted by postage prepaid air mail or by telex or facsimilie (with
confirmed answerback) to the party addressed as follows :
- To the Borrower : "P.T. [*]", Cibitung, Bekasi 17520, Jawa Barat, Telephone :
[*], Facsimile : [*],
- To the Bank : "P.T. BANK", Jalan Jend. Sudirman Kav.1 Jakarta 10220, -
Telephone : [*], -Facsimile : [*],
- Any party may change its address or purpose hereof-by notice to the other
parties.
- Except as otherwise provided in this Assignment, notice shall be effective :
(i) if personally delivered, on the date of delivery,
(ii) if transmitted internationally by postage prepaid airmail: three
days after posting,
(iii) if transmitted domestically by postage prepaid registered airmail,
one day after posting
(iv) if transmitted by telex or facsimile, on the date of transmission
with confirmed answerback, whichever shall occur first.
Article 16.
No failure to exercise and no delay in exercising any right, power or privelege
hereunder on the part of the Bank shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privelege preclude any other
or futher exercise thereof or the exercise of any other power or right. No
amendment, modification, termination or waiver of any provision of the
assignment nor consent to any departure from such provisions shall be made
except with the consent in writing and signed by the Bank and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given. The rights and remedies herein provided
are cumulative and not exclusive of any rights or remedies provided by law.
Article 17.
The validity, construction, onterpretation and enforcement of this Assignment
and all rights, remedies, powers, priveleges, duties, obligations and liabilities
hereunder or thereunder, shall be governed by the laws of the Republic
Indonesia and the Borrower irrevocably submits to the non-exclusive
jurisdiction of the Court of Central Jakarta in Jakarta (Kantor Panitera
Pengadilan Negeri Jakarta Pusat di Jakarta), provided however that nothing
herein or therein contained shall prevant the Bank from proceeding at its
election against the Borrower in any other court of competent jurisdiction. -
IN WITHNESS WHEREOF

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