Mortgage Value: Tk. ___________

DEED OF MORTGAGE

THIS DEED OF MORTGAGE is made on this the ___­­­­­­­­­­­­­­­­­­­­__th day of ____________, 2006.

BETWEEN

COMPANY 1, a limited Company incorporated under the relevant Companies Act of Bangladesh, having its office at House No. 838, Road No. 19 (Old), Dhanmondi, Dhaka, represented by its Managing Director __________________ having TIN ________________________, hereinafter referred to as the MORTGAGOR (which expression shall unless excluded by or repugnant to the context mean and include its legal representatives, executors, administrators and assignees) of the ONE PART.

AND

BANK 1, Gulshan Branch, 97, Gulshan Avenue, Dhaka, hereinafter referred to as the MORTGAGEE BANK (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, administrators and assignees) of the OTHER PART.

WHEREAS the MORTGAGOR has applied to the MORTGAGEE BANK for various credit facilities of an amount of Tk. _____________  (Taka ______________) only.

AND WHEREAS the MORTGAGEE BANK has agreed to sanction the said credit facilities of an amount of Tk. _____________  (Taka ______________) only (the ‘Loan’) to the MORTGAGOR vide Sanction Letter No. _______________ dated __________________ (the ‘Sanction Letter’) on conditions inter alia that the MORTGAGOR shall mortgage its land measuring ___________ decimals, more particularly described in the schedule below (the ‘Scheduled Land’) as security for the Loan and the MORTGAGOR has offered to create legal mortgage on the Schedule Land;

AND WHEREAS the MORTGAGEE BANK has agreed to take legal mortgage of the Scheduled Land for a sum of Tk. _____________  (Taka ______________) only as security for the Loan given to the MORTGAGOR by the MORTGAGEE BANK.

NOW THIS DEED OF MORTGAGE WITNESSES AS UNDER:

1.      In consideration of granting Loan by the MORTGAGEE BANK, the MORTGAGOR hereby transfers and conveys by way of simple mortgage whole of  the Scheduled Land, with all rights, interests, easements and structures belonging thereto as security for repayment of the Loan, with all interest and other charges in terms of the Sanction Letter, given by the MORTGAGEE BANK to the MORTGAGOR;

2.      If the MORTGAGOR fails to repay the Loan to the MORTGAGEE BANK in the manner stated in the Sanction Letter or in any other manner so agreed between the MORTGAGOR and the MORTGAGEE BANK, then the MORTGAGEE BANK shall be entitled to recover the outstanding dues from the MORTGAGOR under these presents by sale of the Scheduled Land without intervention of the Court of law;

3.      It is further stated that the MORTGAGEE BANK, if necessary, shall be entitled to sell the Scheduled Land without intervention of any Court of law at its own discretion as provided in section 69 of the Transfer of Property Act and the same shall be regarded as valid and binding on all the parties, to which the MORTGAGOR will not object;

4.      That the Scheduled Land hereby mortgaged shall be kept in good condition at the cost and expenses of the MORTGAGOR;

5.      That the MORTGAGOR will not allow any Receiver to be appointed for the Scheduled Land except at the instance of the MORTGAGEE BANK, who shall always at its discretion be able to appoint a Receiver for the said Land nor shall any distress or execution be levied or enforced upon or against the Scheduled Land or any attempt to create any charge or mortgage on the Scheduled Land which may prejudice the security hereby created shall be illegal and of no effect;

6.      That the MORTGAGOR hereby declares that the Scheduled Land is free from all encumbrances and the MORTGAGOR is legally entitled to mortgage the same with the MORTGAGEE BANK by way of registered mortgage;

7.      That the MORTGAGOR will permit the MORTGAGEE BANK, its agent, employees, and nominees from time to time to enter into or upon the Scheduled Land or any part thereof and to view, inspect and value the same and take inventories thereof, as and when necessary;

8.      That the MORTGAGOR hereby agrees that it will pay all taxes and rates which are or may become payable on the Scheduled Land mortgaged with the MORTGAGEE BANK and agree to indemnify the MORTGAGEE BANK for any default of the MORTGAGOR in making such payments;

9.      That the MORTGAGOR hereby agrees that neither this mortgage nor any thing contained herein shall impair, extinguish, limit or otherwise prejudicially affect all or any of the rights, remedies, privileges, benefits or securities or guarantee which the MORTGAGEE BANK has acquired or may acquire hereinafter or that may otherwise be available to the MORTGAGEE BANK;

10.  That the MORTGAGEE BANK is at liberty to enforce the mortgage at any time if the MORTAGOR fails or default in repayment of the Loan MORTGAGEE BANK in terms of the Sanction Letter;

11.  That on repayment of the Loan and on payment of all interests and other charges due thereon the MORTGAGOR at its own costs, will be entitled to redeem the Scheduled Land from the MORTGAGEE BANK free from all encumbrances and      charges accruing on the MORTGAGEE BANK and on such redemption this mortgage shall be deemed to have been extinguished.

12.  In event the MORTGAGEE BANK or any of them suffer any loss/damage caused by any false statement, misrepresentation or concealment of facts regarding the right, title, interest and possession of the Scheduled Land, the MORTGAGOR shall be bound to refund the mortgage value i.e. Tk. _____________  (Taka ______________) only to the MORTGAGEE BANK upon immediate demand and the exercise of the right under this provision shall under no circumstances prejudice MORTGAGEE BANK from taking any other recourse against the MORTGAGOR for recovery of its dues;

SCHEDULE OF THE LAND

All that piece and parcel of land measuring 29 (Twenty nine) decimals out of 49 (forty nine) decimals situated within District Dhaka, P.S. & Sub-Registry Office Savar, J.L. No. C.S. 730, S.A. 246, R.S. 219, Mouza Jamur Muchipara, under the following Khatians and Dags:

along with all constructions and structures constructed or to be constructed thereon with all other rights, interests, title, easements etc. attached or appertaining to the land.

IN WITNESS WHEREOF, THE MORTGAGOR HEREUNTO SET ITS SIGNATURE AND SEAL ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Drafted by:

For: “The Lawyers & Jurists”

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

www.lawyersnjurists.com

BEFORE THE SUB REGISTRAR, _______________

A F F I D A V I T

I, ______________________________, Managing Director COMPANY 1, a limited Company incorporated under the relevant Companies Act of Bangladesh, having its office at House No. 838, Road No. 19 (Old), Dhanmondi, Dhaka (the ‘Company’) do hereby solemnly affirm and say as follows:-

01.   That the Company is absolute owner of the immovable property subject matter of the deed of mortgage and there is no sharer of the said property and it has lawful right, title and interest over the same.

02.   That the Company has not entered into agreement for sale with any third party in respect of the immovable property.

03.   That the immovable property was neither sold nor mortgaged in favour of any one.

04.   That the immovable property is not an abandoned property within the meaning of the Bangladesh Abandoned Property Act.

05.   That the immovable property has not been vested in or does not stand forfeited to the Government under any law for the time being in force in Bangladesh.

06.   That I also hereby solemnly affirm and declare that if any wrong information, false statement, misrepresentation or concealment of facts regarding the right, title, interest and possession of the Scheduled Property is detected herein above, The Company shall be liable for any loss/damage arising out of or caused by such wrong information, false statement, misrepresentation or concealment of facts and both civil and criminal action may be initiated against the Company for such loss or damage and the Company shall be bound to pay compensation for such loss or damage .

07.   That if there is any defect or error or mis-description of the schedule property, the Company shall rectify the same or execute and register a fresh deed of mortgage in favour of the mortgage at it own cost

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE _________ DAY OF __________2006, BEFORE THE SUB-REGISTRAR, ______________.

_______________________

Deponent

The deponent is known to me and identified by me and has signed in my presence

________________________

Identifier

IRREVOCABLE GENERAL POWER OF ATTORNEY

This POWER OF ATTORNEY is made on this the _______ day of _________, 2006:

KNOW ALL MEN BY THESE PRESENTS that We, COMPANY 1, a limited Company incorporated under the relevant Companies Act of Bangladesh, having its office at House No. 838, Road No. 19 (Old), Dhanmondi, Dhaka, represented by Managing Director __________________, appoint and constitute:-

BANK 1

GULSHAN BRANCH

97, GULSHAN AVENUE

DHAKA

As our true and lawful ATTORNEY to do all or any of the following acts, deeds and things:

1.   To sell, transfer and assign the property particulars of which has been described in the schedule below (the ‘Schedule Property’), without intervention of any Court of law and to do all acts and sign all documents and papers in our name which may be required to sell, transfer and assign the Schedule Property or any part thereof and all proceeds received under this authority shall be treated as true and valid receipt on our behalf.

2.   To seal, sign and execute any documents of sale, transfer and/or assignment or to do any act on our behalf relating to the aforesaid transfer of the Scheduled Property or part thereof and to receive the proceeds thereof on our behalf.

3.   To present and/or submit such deed to the office of the Registrar, Joint Registrar or Sub-Registrar for registration of the same and to do all other acts required to register such documents including swearing affidavit on our behalf.

4.   To deliver, the possession of the property or part thereof to the purchaser, transferee or assignee, as the case may be and to do all other acts in this regard.

5.   GENERALLY to do all other acts, deeds, matters and things whatsoever relating to said sale, transfer or assignment of the property in question.

6.  We, undertake that we shall not revoke this Power of Attorney without the consent of the ATTORNEY BANK in writing and we shall not execute and register any other Power of Attorney relating to the Scheduled Property other than in favour of the ATTORNEY BANK.

WE HEREBY UNDERTAKE AND AGREE TO RATIFY WHATSOEVER THE SAID ATTORNEY BANK SHALL LAWFULLY DO OR CAUSE TO BE DONE UNDER THESE PRESENTS AND TO INDEMNIFY THE ATTORNEY BANK AGAINST ALL COSTS AND EXPENSES INCURRED BY US.

SCHEDULE OF THE PROPERTY

All that piece and parcel of land measuring 29 (Twenty nine) decimals out of 49 (forty nine) decimals situated within District Dhaka, P.S. & Sub-Registry Office Savar, J.L. No. C.S. 730, S.A. 246, R.S. 219, Mouza Jamur Muchipara, under the following Khatians and Dags:

along with all constructions and structures constructed or to be constructed thereon with all other rights, interests, title, easements etc. attached or appertaining to the land.

WE HEREBY UNDERTAKE AND AGREE TO RATIFY WHATSOEVER THE ATTORNEY BANK SHALL LAWFULLY DO OR CAUSE TO BE DONE UNDER THESE PRESENTS AND TO INDEMNIFY THE BANK AGAINST ALL COSTS AND EXPENSES INCURRED BY THE ATTORNEY BANK.

A F F I D A V I T

I, ______________________________, Managing Director COMPANY 1, a limited Company incorporated under the relevant Companies Act of Bangladesh, having its office at House No. 838, Road No. 19 (Old), Dhanmondi, Dhaka, do hereby solemnly affirm and say as follows:-

01. That the immovable property subject matter of this Power of Attorney is not   attached under the Bangladesh Collaborators (Special Tribunal) Order, 1972.

02. That the immovable property subject matter of this Power of Attorney is not abandoned property within the meaning of the Bangladesh Abandoned Properties (Control, Management and Disposal Order, 1972 (P.O. No. 16 of 1972).

03. That the Power of Attorney to be executed in connection with the immovable property is not void under any law for the time being in force.

04. That the proposed Power of Attorney is not liable to be void under Article 5A of the Bangladesh Land Holding (Limitation) Order, 1972 (P.O. No. 98 of 1972).

05. That the execution of the Power of Attorney does not contravene any provision of any other law for the time being in force.

06. That the immovable property subject matter of this Power of Attorney have been correctly described and have not been undervalued and the Executant has transferable right in such properties.

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE _________ DAY OF  __________2006:

____________________________

Deponent

The deponent is known to me

and identified by me and has

signed in my presence.

___________________

Identifier