IGPA to Sell Land Related Power of Attorney

BEFORE THE SUB-REGISTRAR, _______________

IRREVOCABLE GENERAL POWER OF ATTORNEY

This POWER OF ATTORNEY is made on this the ______ day of __________, 2007.

We, COMPANY 1, a company incorporated under the relevant Companies Act, having its registered office at __________________________________, do hereby state as follows:

WHEREAS we have been granted credit facilities (the “Facility”) by the Lenders listed in Schedule I attached hereunder pursuant to the Facility Agreement dated _________________ executed between the Lenders, Agent and ourselves (the “Facility Agreement”) on the terms and conditions thereunder.

AND WHEREAS in consideration of the Lenders granting us loans pursuant to the Facility Agreement, we have, as security for the said loans, mortgaged the immovable properties described in schedule-II herein below (hereinafter referred to as the ‘Scheduled Land’) in terms of the Facility Agreement;

AND WHEREAS in order to exercise the power by the Lenders to sell the Scheduled Land, it is necessary for us to execute this Irrevocable General Power of Attorney in favour of the Lenders in the manner stipulated hereunder.

Wherever any expressed term is used in this Agreement and not defined hereunder, shall have the same meaning as those expressed and defined in the Security Sharing Agreement dated ____________ between the Lenders, Bank 1 as Agent and ourselves.

NOW THEREFORE BY THESE PRESENTS, we COMPANY 1 in consideration of the Lenders granting us the Facility, do hereby irrevocably nominate, appoint and constitute: –

BANK 1

HEAD OFFICE

Address_____________________

being the Agent for the benefit of the Lenders in terms of the Security Sharing Agreement dated __________ executed among the Lenders, the Agent and ourselves, acting through any authorised signatory or signatories, to be our true and lawful Attorney to exercise any of the following powers for and on our behalf from time to time:

1.             To enter into and take possession of the Scheduled Land or any part thereof and to take its entire administration, management, and control;

2.             To sell or transfer or dispose of the Scheduled Land or any interest or part thereof together or in parcel on account and at our risk, without intervention of any Court of law, either privately or by public auction or by private contract on such terms and conditions as the Attorney shall think fit and proper, without any reference to us;

3.             To realise and receive the sale proceeds and any other money receivable in respect of the Scheduled Land or any part thereof and apply the same towards adjustment of our liabilities or any portion thereof under the Facility Agreement;

4.             To execute the necessary sale deeds, present those for registration, to admit execution and get the same registered and to vest the Scheduled Land or any part thereof in the transferee, together with all rights of the owner in, upon, or to the Scheduled Land or any part thereof as if the same had been sold to the transferee by us as the owner;

6.             To incur any expenditure that may be necessary for taking over, management and control of the Scheduled Land or any part thereof and for sale, mortgage or disposal thereof and to incur any liabilities on our behalf for the said purpose;

7.             To advertise through newspapers or otherwise for auction of the Scheduled Land or any part thereof, to arrange and effect the auction or sale, to receive the bid money, and apply the same in meeting expenses and in liquidating our indebtedness under the Facility Agreement;

8.             To negotiate for sale/transfer of the Scheduled Land or any part thereof, settle the terms of sale/transfer, to sign, seal, execute and deliver all such contracts, agreements, sale deeds or deeds of conveyance and/or other documents, and/or instruments of transfer with all necessary and reasonable covenants therein on our behalf, and generally upon such terms and conditions as the Attorney shall deem necessary or expedient;

9.             To do and perform all other acts, matters and things that may be necessary or proper for completing the sale or disposal of the Scheduled Land or any part thereof;

10.         To realize, receive and take payment of any consideration or purchase money or other moneys that may become payable to us in connection with such sale or disposal as aforesaid and upon receipt thereof to give and grant sufficient and effectual receipts or discharges for the same;

11.         To collect, receive and take payment of any of our receivables or book debts or other moneys that may become payable to us from any person, firm, company or authority and upon receipt thereof to give and grant sufficient and effectual receipts or discharges for the same;

12.         To represent us before the Government of Bangladesh or any other governmental authorities, the Bangladesh Bank or any other bank, company, corporation or body in connection with the transactions referred to hereinabove and sign and execute whatever instruments that may be necessary for obtaining the approval, if required, of such transactions by any governmental agency or any other organization or institution for the purpose of completion of the sale/transfer of the Scheduled Land;

13.         To appear, represent and act in all civil or criminal courts or arbitration and before judicial and revenue authorities, either in the original or appellate side as well as in any government department, local authority, autonomous, semi-autonomous authority or other body corporate, and to prosecute or defend or to take part in all or any action, application, suit, appeal, proceeding, and for such purposes to subscribe, sign and verify all plaints, written statements and Memorandum of Appeal and to do all acts, deeds and things which may be necessary in relation thereto and to execute any power or vokalatnamas by signing on our behalf to prevent the impairment of the Scheduled Land or to preserve and protect the interests of the Lenders therein;

14.         To appoint and retain lawyers and advocates and to remove such retainers from time to time and again to appoint as occasion shall require for the aforesaid purposes;

15.         To apply for withdrawal, withdraw and receive all moneys that may be deposited in any court or office concerning the Scheduled Land or any part thereof in case of acquisition or requisition of the Scheduled Land or any part thereof by any Governmental Authority;

16.         Regardless of whether an Event of Default has occurred and is continuing under the Facility Agreement, to perfect a legal mortgage or charge of the Scheduled Land or any part thereof in favour of the Lenders at such time and in such manner and present it for registration and get the same registered in favour of the Lenders at our cost and on our account;

17.         To take all steps for obtaining income tax clearance certificate, if any, for the registration of sale deeds, deeds of conveyance and mortgage deeds relating to the sale/transfer or mortgage of the Scheduled Land or any part thereof, and further, to obtain any other sanction or permission from any authority for sale, transfer or legal mortgage of the Scheduled Land;

18.         To appear before any District Registrar or Sub-Registrar or other officers or authority having jurisdiction in that behalf in relation to the Scheduled Land for registration and acknowledge and register pursuant to the provisions and regulations in that respect for the time being in force, all instruments and writings including sale deeds, deeds of conveyance, mortgage deeds executed and signed either by us directly or under the authority of these presents and to present for registration and to admit execution thereof  and do all such acts  and deeds in that behalf as may be, or the Attorney may seem, proper and expedient;

19.         To cause mutation when it is necessary in the revenue records and to make such statements personally or through lawyers or other agents to effectuate the purposes contained herein;

20.         To affirm or swear such affidavits as may be necessary from time to time in respect of the Scheduled Land or any part thereof as required by the Bangladesh Transfer of Immovable Property (Temporary Provisions) Order, 1972 or any other law in respect of the Scheduled Land or any part thereof;

21.         From time to time to appoint any substitute or substitutes and to delegate to him or them all or any of the powers authorities or discretion vested in the Attorney under or by virtue of these presents (other than this power of sub?delegation) and to remove any such substitute or substitutes at pleasure and appoint another or others in his or their place to do all such other acts, deeds, matters and things as may be necessary, usual, proper or expedient for the purposes hereof.

AND we do hereby ratify and confirm whatever the said Attorney shall lawfully do or cause to be done by virtue of these presents.

AND the powers conferred on the Attorney hereunder are solely to protect the interests of the Lenders in the Scheduled Land and shall not impose any duty upon the Attorney to exercise any such power. The Attorney shall be accountable only for amounts that is actually received as a result of the exercise of such powers, and neither it, nor any of its officers, directors, employees, or agents, shall be responsible to us for any act or failure to act hereunder.

This POWER OF ATTORNEY has been made in consideration of the Facility granted to us by the Lenders and shall be irrevocable till our entire liabilities with the Lenders are fully liquidated and the Attorney releases us absolutely from all liabilities whatsoever and we shall not execute any other power of attorney in favour of any one in connection with the Scheduled Land.

IN WITNESS WHEREOF, WE HEREUNTO PUT OUR SEAL AND SIGNATURE HERETO ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Signed in the presence of(signatures, names and

addresses of the witnesses):-

1.

2.

 For and on behalf of:

COMPANY 1

_______________________

Name:

Designation:

(Signature of the EXECUTANT)

SCHEDULE I – LIST OF LENDERS

SCHEDULE II – DESCRIPTION  OF THE LAND

All that piece and parcel of land measuring 81 (eighty one) decimal out 95 (ninety five) decimals situated within District ______________________, P.S./Upajilla __________, Sub-Registry Office-_______________, Union _____________, J.L. No. C.S. 141 R.S. 01, Mouza _____________ under the following khatians and dags:

Khatian Nos. Dag Nos. Area of Land(In Decimals)
C. S. S. A. R. S. C. S./S. A. R. S.
230 243 100 24 57 9.50
67 – 101 25 60 10.50
245 259 647 26 61 10
26 62 13
173 185 81 56 66 26
91 99 362 28 58 12

-along with all structures constructed and/or any other structures to be constructed thereon with all rights, interests, easements and benefits attached thereto.

BEFORE THE SUB REGISTRAR, _________________

A F F I D A V I T

I, ______________________ Managing Director of COMPANY 1, a company incorporated under the relevant Companies Act, having its registered office at __________________________________, do hereby solemnly affirm and say as follows:-

01.       That the immovable properties subject matter of this power of Attorney are not attached under the Bangladesh Collaborators (Special Tribunal) Order, 1972.

02.       That the immovable properties subject matter of this power of Attorney are not abandoned properties within the meaning of the Bangladesh Abandoned Property (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 properties 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 properties subject matter of this power of Attorney have been correctly described and have not been undervalued and the Executant has transferable right in such property.

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE ________ DAY OF _________________, 200____, BEFORE THE SUB-REGISTRAR, ___________________.

________________________

Deponent

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

________________________

Identifier

Drafted by:

For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd, 208S hahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka- 1000.
www.lawyersnjurists.com

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