1. 1
DEED OF GUARANTEE
Dated February…, 20_,_,
Created by
PT _________________
as Guarantor
and
_________________, Ltd.
as Guarantor
in favor of
_______________Corporation
as Lender
2. 2
DEED OF GUARANTEE
This Deed of Guarantee (this "Deed") is dated February…, 20_,_, and is made:
BETWEEN
PT _________________, a company incorporated and existing under the laws of the Republic
of Indonesia, having its registered address at ........................................................ (the " K "),
_________________, Ltd., a company incorporated and existing under the laws of the
Republic of Singapore, having its registered address at ........................................ (the " S ",
together with ‘ K ‘, the “Guarantors"), and
_______________Corporation (its former name, ............. Company Limited and
subsequently changed its name as a result of the reorganization of its group structure), a
company incorporated and existing under the laws of Japan, having its head office
at ....................................................................., together with their respective successors and
as’ S ‘ns (the "Lender" and together with the Guarantors, the "Parties").
BACKGROUND:
(A) The Parties are the parties to the joint venture agreement dated ...................... (as
amended) (the "Joint Venture Agreement") in relation to their shareholdings in and the
business and affairs and management of PT ................... (the "Borrower");
(B) The Lender provided a loan to the Borrower pursuant to the loan agreement
dated ...................... by and between the Lender and Borrower (the "Loan Agreement")
for the purposes of payment of the capital expenditures and operational costs which were
required for the operation and maintenance of the chip factory of the Borrower;
(C) The Lender, through its affiliate, made an additional capital contribution in the Borrower
in ............ with a view to give the ability to the Borrower to fully prepay its obligations of
the aforesaid loan under the Loan Agreement as such capital contribution. However,
because of the operational cost needs in the Borrower, the Lender has decided not to
demand the prepayment of the loan concurrently with its capital contribution. The Lender
now intends to maintain its credit given to the Borrower under the Loan Agreement on
condition that the Lender will be given a further assurance by the guarantee to be
provided by each Guarantor for the Borrower’s obligations under the Loan Agreement;
(D) Therefore, the Guarantors each have agreed to provide a guarantee to the Lender on the
terms and conditions of this Deed; and
(E) The Parties intend to enter into this document to take effect as a deed.
IT IS AGREED as follows:
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1. DEFINITIONS AND INTERPRETATION
(a) The following terms have, unless the context otherwise requires, the following
meanings whenever used in this Deed:
"Encumbrance":
any mortgage, as’ S ‘nment of receivables, debenture, hypothecation, pledge, lien,
charge, title retention, right to acquire, option, pre-emptive or other similar right, right
of first refusal, restriction, third-party right or interest, any other encumbrance,
condition or security interest whatsoever or any other type of arrangement having a
similar effect;
"Guaranteed Obligations":
Borrower's obligations and liabilities under the Loan Agreement subject to the
Percentage of Guaranteed Obligations of each Guarantor (whether at stated maturity,
upon acceleration or otherwise);
"Guarantor’s Country":
in respect of ‘ K ‘, the Republic of Indonesia and, in respect of ‘ S ‘, the Republic of
Singapore;
"Percentage of Guaranteed Obligations":
in the case of each Guarantor in relation to the Guaranteed Obligations in which it
guarantees, following percentage amount,
(i) in respect of ‘ K ‘, 6.43%; and
(ii) in respect of ‘ S ‘, 59.23%;
"Tax":
any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature
(including, without limitation, stamp tax and similar charge) which is at the date of
execution of this Deed or thereafter imposed, levied, collected, withheld or assessed:
(i) in the Guarantor’s Country or by any taxing authority of the Guarantor’s Country;
(ii) by any taxing authority (other than a taxing authority in or of Japan) purporting to
exercise jurisdiction over the relevant Guarantor; or
(iii) in any state or country (other than Japan) from or through which the relevant
Guarantor makes any payment under this Deed or otherwise performs this Deed;
and
"USD":
the lawful currency of the United States of America from time to time.
(b) Clause headings in this Deed are inserted for ease of reference only and shall have no
effect on the interpretation of any of the provisions hereof.
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(c) this Deed or any other agreement or document are to this Deed or, as the case may be,
such other agreement or document as the same may be amended, varied, novated or
supplemented from time to time.
(d) a "regulation" include any present or future regulation, rule, directive, requirement,
request or guideline (whether or not having the force of law) of any agency, authority,
central bank or government department or any self-regulatory or other national or
supra-national authority;
(e) a person shall be construed as including references to an individual, firm, company,
corporation, unincorporated body of persons or any state or any agency thereof;
(f) any act, statute, ordinance or enactment shall be deemed to include references to such
act, statute, ordinance or enactment as re-enacted, amended, extended, consolidated or
replaced and any orders, decrees, proclamations, regulations, instruments or other
subordinate legislation made and enforce from time to time thereunder;
(g) any person shall be construed so as to include its successors, permitted as’ S ‘ns and
permitted transferees; and
(h) a "successor" shall be construed so as to include a successor in title of such party and
any person who under the laws of its jurisdiction or domicile has assumed the rights
and obligations of such party under this Deed or to which, under such laws, rights and
obligations have been assumed.
2. GUARANTEE AND INDEMNITY
(a) The Guarantors each hereby ABSOLUTELY, IRREVOCABLY and
UNCONDITIONALLY:
(i) GUARANTEE, jointly and severally, to the Lender the due and punctual payment
and performance of the Guaranteed Obligations; and
(ii) AGREE, as primary obligor and not merely as surety, on a full indemnity basis to
indemnify the Lender against the Percentage of Guaranteed Obligations of all
losses, costs and liabilities which the Lender may sustain as a result of the whole or
any of the Guaranteed Obligations being or becoming void, voidable, illegal,
unenforceable or ineffective as against the Borrower for any reason whatsoever
irrespective of whether such reason or any related fact or circumstance was known
or ought to have been known to the Lender or any of their officers, employees,
agents or advisers. The amount of such loss, cost and liability shall be equal to the
amount which the Lender would otherwise have been entitled to recover from the
Borrower in respect of the Guaranteed Obligations.
(b) If and whenever the Borrower fails to pay any of the Guaranteed Obligations, each
Guarantor shall forthwith on first demand by the Lender pay the Percentage of the
Guaranteed Obligations to the Lender for the correct account of the Lender.
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(c) The Parties hereby acknowledge and agree that 34.34% of the Guaranteed
Obligations (the "Non-Guaranteed Portion") are not guaranteed by the Guarantors
hereunder, and the Guarantors shall guarantee the Guaranteed Obligations other than
the Non-Guaranteed Portion (the "Guaranteed Portion"), of which part of the
Guaranteed Portion (corresponding to 6.43% of the Guaranteed Obligations) shall be
guaranteed by ‘ K ‘ (such guaranteed portion the "‘ K ‘ Guaranteed Portion") and
other part of Guaranteed Portion (corresponding to 59.23% of the Guaranteed
Obligations) shall be guaranteed by ‘ S ‘ (such guaranteed portion the "‘ S ‘
Guaranteed Portion") hereunder.
(d) If the partial payment and/or repayment are made by the Borrower in respect of the
Guaranteed Obligations, such payment and/or repayment shall be deemed to be made
to the Non-Guaranteed Portion, ‘ K ‘ Guaranteed Portion and ‘ S ‘ Guaranteed
Portion respectively on a pro rata basis and each Guarantor shall be released from its
obligations and liabilities to the extent of such relevant deemed payment and/or
repayment amount.
(e) If the payment is made by either of the Guarantors as a performance of its obligation
pursuant to Clause 2 (Guarantee and indemnity) (a) above, such payment shall only
give effect to such Guarantor in terms of the release of the Guarantor’s obligations
and liabilities hereunder representing the Guaranteed Portion, and no such payment
shall, either express or implied, restrict or affect the rights and remedies available to
the Lender with respect to the obligations and liabilities of the other Guarantor.
3. EFFECTIVENESS
3.1 Demand by the Lender
Any demand given in writing by the Lender to each Guarantor upon failure of the
Borrower to make payment of its obligations on the due date(s) under the Loan
Agreement shall be conclusive evidence that each Guarantor's liability hereunder has
accrued and that the extent of such liability is the amount as stipulated hereunder.
3.2 No Requirement to Exhaust Remedies
Prior to making any demand hereunder, the Lender shall not be required to take any
step, make any demand upon, exercise any remedies or obtain any judgment against
the Borrower, make or file any claim or proof in the dissolution or winding-up of the
Borrower or enforce or seek to enforce any security now or hereafter held by the
Lender in respect of the Guaranteed Obligations, except to give notice to the
Borrower pursuant to the Loan Agreement.
3.3 No Release of Guarantor
Without impairing or discharging in any way each Guarantor's obligations hereunder
or incurring liability to each Guarantor, the Lender may at any time without consent
of or notice to each Guarantor:
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(a) extend (i) the repayment date set forth in Article 3 (Repayment) of the Loan
Agreement, or (ii) the time of any other payment by the Borrower of any of the
Guaranteed Obligations;
(b) modify, vary, waive, release or amend in any manner any of the provisions of
the Loan Agreement, or any of the instruments or agreements (other than this
Deed) referred to therein;
(c) exercise or refrain from exercising any rights against the Borrower or others
(including each Guarantor); or
(d) release or compromise any of the Guaranteed Obligations, any security
therefor or any liability (including hereunder) incurred directly or indirectly in
respect thereof or hereof.
3.4 Continuing Guarantee
(a) This Deed shall be a continuing guarantee valid and in full force and effect
[This deletion is to clarify that the Deed remains valid while the Guarantors’
obligation may be resultantly invalid depending on the conditions hereunder. (
すなわち、保証債務の付従性を明らかにするためでございます。)] until
the same have been discharged and satisfied in full irrespective of:
(i) any intermediate payment or satisfaction of any part of the Guaranteed
Obligations;
(ii) any illegality, invalidity, irregularity or unenforceability of all or any part of
the Guaranteed Obligation;
(iii) any corporate reorganisation, reconstruction, amalgamation, dissolution,
merger, acquisition of or by or other alteration in the form of organization,
structure or ownership of the Borrower;
(iv) any legal limitation, disability or incapacity of the Borrower or lack of
authority of any person appearing to be acting for the Borrower;
(v) any insolvency, liquidation, bankruptcy or similar situation or proceeding in
respect of the Borrower;
(vi) any transfer or as’ S ‘nment of rights or obligations under the Loan
Agreement;
(vii) the granting of any time or other indulgence to the Borrower or any other
person; and
(viii) any other act, thing or omission whereby the liability of each Guarantor
under this Deed would or may, but for this Clause 3.4 (Continuing
Guarantee), have been discharged, impaired or otherwise affected.
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(b) Any settlement or discharge between each Guarantor and the Lender shall be
conditional upon no payment to the Lender by the Borrower or any other
person being avoided or reduced by the virtue of any provisions or enactments
relating to the insolvency, liquidation or bankruptcy for the time being in force
and, to the extent that any payment is so avoided or reduced, the Lender shall
be entitled to recover the amount of such payment from each Guarantor
subsequently as if such settlement or discharge had not occurred.
3.5 No Exercise of Rights
Until all amounts which may be or become payable by the Borrower under or in
connection with the Loan Agreement have been irrevocably paid in full and unless
the Lender otherwise directs, no Guarantor will exercise any rights which it may
have by reason of performance by it of its obligations under the Loan Agreement,
including those of subrogation and of proof in the Borrower's insolvency, or by
reason of any amount being payable, or liability arising, under this Deed:
(a) to be indemnified by an Borrower;
(b) to claim any contribution from any other guarantor of any Borrower's
obligations under the Loan Agreement;
(c) to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Lender under the Loan Agreement or of any
other guarantee or security taken pursuant to, or in connection with, the Loan
Agreement by the Lender;
(d) to bring legal or other proceedings for an order requiring any Borrower to
make any payment, or perform any obligation, in respect of which any
Guarantor has given a guarantee, undertaking or indemnity under Clause 2
(Guarantee and indemnity);
(e) to exercise any right of set-off against any Borrower; and/or
(f) to claim or prove as a creditor of any Borrower in competition with the Lender.
If a Guarantor receives any benefit, payment or distribution in relation to such rights
it shall hold that benefit, payment or distribution to the extent necessary to enable all
amounts which may be or become payable to the Lender by the Borrower under or
in connection with the Loan Agreement to be repaid in full on trust for the Lender
and shall promptly pay or transfer the same to the Lender.
4. PAYMENTS; TAX GROSS-UP; TAXES AND EXPENSES
4.1 Payments
(a) All payments to be made hereunder shall be made in the manner, at the place and in
the currency in which the Borrower is required to make payments under the Loan
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Agreement and further the provisions of Article 6 (Place of Principal and Interest
Payments) thereof shall apply to all payments to be made by each Guarantor
hereunder and the same are hereby expressly incorporated herein mutatis mutandis as
if all references therein to the "Borrower" is references to the "Guarantor".
(b) Any money received, recovered or realised by the Lender by virtue of or in
connection with this Deed may, at the discretion of the Lender, be credited to a
suspense or impersonal account and may be held in such account for so long as the
Lender thinks fit pending the application from time to time (as the Lender may think
fit) of such moneys in or towards the payment and discharge of any of the
Guaranteed Obligations owing to the Lender.
4.2 Tax Gross-up
(a) If any of the Guarantors is required to make a payment to any person hereunder
subject to the deduction or withholding of Tax, the sum payable by any Guarantor in
respect of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of the required
deduction or withholding, such person receives and retains (free from any liability in
respect of any such deduction or withholding) a net sum equal to the sum which it
would have received and so retained had no such deduction or withholding been
made or required to be made.
(b) Without prejudice to the provisions of paragraph (a) above, if any person (or any
agent on its behalf) is required to make any payment on account of Tax or otherwise
in the relevant Guarantor’s Country on or in relation to any sum received or
receivable hereunder by such person (or agent on its behalf) or any liability in respect
of any such payment is asserted, imposed, levied or assessed against such Person (or
agent on its behalf) in the relevant Guarantor’s Country, the relevant Guarantor shall,
upon demand of the Lender, promptly indemnify such person against such payment
or liability, together with any interest, penalties and expenses payable or incurred in
connection therewith.
4.3 Taxes and Expenses
Each Guarantor hereby agrees to pay and indemnify the Lender against all or any
Taxes (including documentary taxes or recording or filing fees), losses, costs, or
expenses incurred in connection with this Deed, any failure by the Borrower to make
any payment due under the Loan Agreement or in respect of the Guaranteed
Obligations and the preservation or enforcement of the rights of the Lender hereunder
and under the Loan Agreement.
5. REPRESENTATIONS AND WARRANTIES
Each Guarantor hereby represents and warrants that:
5.1 Status of Guarantor
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Each Guarantor is a company duly incorporated and validly existing under the laws
of the Guarantor’s Country and has full power and authority to own its assets and
carry on its business as now being conducted at the date of the execution of this Deed
and is a legal entity with separate legal personality capable of being sued in its own
name.
5.2 Authorisation
Each Guarantor has full power and authority to enter into this Deed and to exercise
its rights and perform its obligations hereunder and all action required to authorise
execution of this Deed and each Guarantor's performance of its obligations hereunder
has been duly taken.
5.3 Binding Effect
This Deed constitutes the legal, valid and binding obligation of each Guarantor
enforceable in accordance with its terms.
5.4 Taxes
Under the laws of each Guarantor’s Country, there is no Tax imposed (whether by
withholding or otherwise) on or by virtue of the execution and delivery of this Deed,
the performance or enforcement hereof, any payment required to be made hereunder
or in order to render this Deed admissible in evidence other than in respect of
payments which represent interest, fees and penalties arising under or in respect of
the this Deed, which will, at the date of this Deed, be subject to (but, for the
avoidance of doubt, without prejudice to the obligations of each Guarantor to make
additional payments to the Lender pursuant to Clause 4.2 (Tax Gross-up))
withholding tax in relevant Guarantor’s Country.
5.5 Government Consents and Actions
All acts, conditions and things, which are necessary or advisable to be done, fulfilled
or performed in connection with:
(a) the execution, delivery or performance of this Deed;
(b) the legality, validity and enforceability hereof; and
(c) the admissibility in evidence in the courts of relevant Guarantor’s Country of
this Deed,
have been duly done, fulfilled and/or performed and are in full force and effect.
5.6 Registration Requirements
It is not necessary to file, register or otherwise record this Deed in any court, public
office or elsewhere in the Guarantor’s Country or to pay any stamp, registration or
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similar tax on or in relation to this Deed to ensure the validity, legality, effectiveness,
enforceability or admissibility in evidence hereof, except the affixed stamp duty.
5.7 Proper Legal Form
‘ K ‘ hereby represents and warrants that, this Deed is in proper legal form and
undertakes that it will not challenge the validity of this Deed based on any failure to
comply with Law No.24 of 2009 on National Flag, Language, Coat of Arms and
national Anthem or the implementing Presidential Regulation..
5.8 Proceedings to Enforce Agreement
‘ K ‘ hereby represents and warrants that, in any proceedings in the Republic of
Indonesia to enforce this Deed,:
(a) the choice of laws of Republic of Singapore as the governing law hereof will
be recognised and such law will be applied;
(b) this Deed to arbitrate in Republic of Singapore is legal, valid and binding and
enforceable; and
(c) any award obtained in the Republic of Singapore will be recognised and
enforceable against ‘ K ‘ and its assets in the Republic of Indonesia
under the virtue of Law 30 of 1999 concerning Arbitration and Alternative Dispute
Resolution and prevailing laws of Republic of Indonesia.
5.9 No Contravention
The execution, delivery and performance of this Deed do not and would not
contravene, violate or constitute a default under:
(a) any provision of the charter, by-laws, statutes or other constituent documents
or the capital stock of each Guarantor;
(b) any provision of any agreement or other instrument to which each Guarantor is
a party or by which each Guarantor or any of its assets is or may be bound;
(c) any treaty, law or regulation applicable to each Guarantor; or
(d) any judgment, injunction, order or decree binding upon each Guarantor or any
of its assets,
nor would the same result in the creation or imposition of any Encumbrance on any
present or future assets or revenues of each Guarantor.
5.10 Litigation
There are no legal, administrative or other actions, claims or other proceedings
current, pending or threatened against each Guarantor.
11. 11
5.11 Full Disclosure
All information heretofore furnished by each Guarantor to the Lender for purposes of
or in connection with this Deed or any transaction contemplated hereby is, and all
such information hereafter furnished by each Guarantor to the Lender will be, true
and accurate on the date as of which such information is stated or certified. Each
Guarantor has disclosed to the Lender in writing any and all facts which adversely
affect or may adversely affect, the business, operations or financial condition of the
relevant Guarantor or the ability of the relevant Guarantor to perform its obligations
under this Deed.
The representations and warranties of each Guarantor made and given above are
continuing representations and warranties and shall survive the execution of this
Deed and shall be deemed to be repeated by each Guarantor on and as of the date of
each interest payment date set out in Article 5.3 (Interest Payment) of the Loan
Agreement in each case with reference to the facts then existing.
6. COVENANTS
Each Guarantor covenants and agrees that from the date of this Deed and for so long
as any of the Guaranteed Obligations remain outstanding:
6.1 Authorisation
Each Guarantor shall obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all approvals, authorisations, consents and licences
required by applicable law to enable it lawfully to enter into and perform its
obligations under this Deed or to ensure the legality, validity, pari passu status with
other obligations of the relevant Guarantor, enforceability or admissibility in
evidence of this Deed in the Guarantor’s Country.
"Pari passu" means without preference whenever used herein.
6.2 Notifications
Each Guarantor shall immediately inform the Lender of:
(a) the imposition of, or change in, any law, decree or regulation affecting the
relevant Guarantor;
(b) any material amendment to the constituent documents of the relevant
Guarantor;
(c) any substantial change in the business activities of the relevant Guarantor;
(d) any proposed or actual change in the shareholders of the relevant Guarantor;
and
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(e) any proposed or actual change in the favourable treatment (if any) provided by
the government of the relevant Guarantor’s Country to the relevant Guarantor.
6.3 Pari Passu
Each Guarantor shall ensure that at all times the claims of the Lender against it under
this Deed rank at least pari passu with the claims in respect of indebtedness of all its
other unsecured creditors save those whose claims are preferred by any bankruptcy,
insolvency, liquidation or other similar laws of general application.
7. IMMEDIATE RECOURSE
Each Guarantor waives any right it may have of first requiring the Lender (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or
security or claim payment from any person before claiming from that Guarantor
under this Clause 7 (Immediate Recourse). This waiver applies irrespective of any
law or any provision of the Loan Agreement to the contrary.
8. TERMINATION
The term of this Deed shall continue in full force and effect until the earlier of (i) all
amounts which may be or become payable by the Borrower under or in connection
with the Loan Agreement have been irrevocably paid in full and (ii) the Guaranteed
Obligations in respect of the Guaranteed Portion have been irrevocably paid in full
by the Borrower’s funds raised through any loan or equity contribution of any of the
Guarantors or any of their affiliate to the Borrower in the amount of USD[……..].
9. APPROPRIATIONS
Until all amounts which may be or become payable by the Borrower under or in
connection with the Loan Agreement have been irrevocably paid in full, the Lender
(or any trustee or agent on its behalf) may:
(a) refrain from applying or enforcing any other moneys, security or rights held or
received by the Lender (or any trustee or agent on its behalf) in respect of
those amounts, or apply and enforce the same in such manner and order as it
sees fit (whether against those amounts or otherwise) and no Guarantor shall
be entitled to the benefit of the same; and
(b) hold in an interest-bearing suspense account any moneys received from any
Guarantor or on account of any Guarantor's liability under this Deed.
10. ADDITIONAL SECURITY
This Deed is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by the Lender.
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11. GOVERNING LAW AND JURISDICTION
11.1 Governing Law
This Deed and any non-contractual obligations arising out of or in connection with it
is/are governed by laws of the Republic of Singapore.
11.2 Jurisdiction
Any dispute arising out of or in connection with this Deed, or alleged breach of
this Deed (including, without limitation, any questions regarding its
interpretation, performance, effectiveness, existence, validity or termination of
this Deed) between the Lender, ‘ S ‘ and ‘ K ‘ shall be settled by arbitration in
Singapore International Arbitration Centre ("SIAC") in accordance with the
Arbitration Rules of SIAC ("SIAC Rules") for the time being in force, which
SIAC Rules are deemed to be incorporated by reference in this Clause 11.2
(Jurisdiction) (b). Such arbitration shall be conducted in the English language
and shall be conducted before three (3) arbitrators, consisting of one (1)
appointed by the Lender, one (1) appointed by the Guarantors and one (1)
appointed by the two (2) aforementioned appointed arbitrators in accordance
with SIAC Rules (collectively, the "Arbitrators"). The place of the arbitration
shall be Singapore. The arbitration award shall be final and binding. The
Lender may use as a basis for the enforcement thereof in the Pengadilan Negeri
Jakarta Pusat (the Court of First Instance in Central Jakarta) or in any other
competent court having jurisdiction over ‘ K ‘ and/or its assets.
Notwithstanding the provisions of the Indonesian Arbitration Law, the mandate
of the Arbitrators duly constituted in accordance with the terms of this Deed
will remain in full force and effect until a final arbitration award has been issued
by the Arbitrators.
12. MISCELLANEOUS
12.1 Successors and As’ S ‘ns
This Deed shall inure to the benefit of the Lender’s successors and as’ S ‘ns and each
Guarantor hereby agrees that each such successor and as’ S ‘n shall have the full
benefit of this Deed as if this Deed had been originally addressed to it and
accordingly all references herein to the Lender shall be deemed to include references
to their successors and as’ S ‘ns.
12.2 Partial Illegality
If at any time any provision hereof becomes illegal, invalid or unenforceable in any
respect under the laws of any jurisdiction, neither the legality, validity or
enforceability of any other provisions hereof nor the legality, validity or
enforceability of such provision under the laws of any other jurisdiction shall in any
way be affected or impaired thereby.
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12.3 No Waiver, Remedies Cumulative
No failure to exercise and no delay in exercising on the part of the Lender’s any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege preclude any other or further exercise
thereof, or the exercise of any other right, power or privilege. No waiver by the
Lender shall be effective unless in writing. The rights and remedies herein provided
are cumulative and not exclusive of any rights or remedies provided by law.
12.4 Language
In the event that this Deed is translated into Bahasa Indonesia, and where there is no
conflict between the Bahasa Indonesian version and English version of this Deed, the
English version of this deed shall prevail.
12.5 Communication
Any demands or other communications by the Lender upon each Guarantor shall be
given or made by registered mail, internationally recognised courier services or
facsimile (promptly confirmed by registered air mail or by internationally recognised
courier services, although receipt of the confirmation shall not be necessary for
effective receipt of the relevant facsimile communication) addressed to each
Guarantor at the following address (or such other address as each Guarantor may
hereafter notify to the Lender in writing):
Name of Guarantor: PT _________________
Attention: Executive Director, Resources Division
Address: ......................................................................, Indonesia
Facsimile : .............................
Name of Guarantor: _________________, Ltd.
Attention: Legal Counsel
Address: ......................................................................., Singapore
E-mail : ..........................................
Notices, requests, demands or other communications given or made in the case of
registered air mail shall be deemed to have been duly given or made ten (10) days
after being deposited in the mails, and in the case of internationally recognised
courier services or facsimile, when such internationally recognised courier service or
facsimile is duly received by the recipient.
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IN WITNESS WHEREOF, this Deed of Guarantee has been executed and delivered as a
deed on the date first stated above.
Executed as a DEED on behalf of PT
_________________ a company
incorporated in the Guarantor’s
Country, by [ ] being a person
who, in accordance with the laws of
the Guarantor’s Country, is acting
under the authority of PT
_________________:
)
)
)
)
Authorised ‘ S ‘natory
Executed as a DEED on behalf of
_________________, Ltd. a company
incorporated in the Guarantor’s
Country, by [ ] being a person
who, in accordance with the laws of
the Guarantor’s Country, is acting
under the authority of
_________________, Ltd.:
)
)
)
)
Authorised ‘ S ‘natory
Executed as a DEED on behalf of
_______________Corporation a
company incorporated in Japan, by
[ ] being a person who, in
accordance with the laws of Japan, is
acting under the authority of
_______________Corporation:
)
)
)
)
Authorised ‘ S ‘natory