To sell Hypothecation Assets

BEFORE THE NOTARY PUBLIC AT DHAKA, BANGLADESH

IRREVOCABLE GENERAL POWER OF ATTORNEY

(TO SELL THE HYPOTHECATED ASSETS)

This POWER OF ATTORNEY is made on this the _____ day of ____________, 2006.

We, COMPANY 1 , a company limited by shares incorporated under the relevant Companies Act, having our registered office at _________________________________, do hereby state as follows:

WHEREAS we have been granted term loan facility (the ‘Facility’) by:

(Party Nos. 2-4 are the hereinafter collectively referred to as the “Lenders” and individually as the “Lender” which expression unless excluded by or repugnant to the context will mean and include its successor-in-interest, legal representatives, administrators, assigns).

pursuant to a Term Loan Facility Agreement dated ______________ executed among the Agent, Lenders and ourselves (the ‘Facility Agreement’) on the terms and conditions thereunder;

AND WHEREAS as security, inter alia, for the Facility, we have already hypothecated all our fixed and floating assets including but not limited to plant and machinery, book debts, receivables, stocks, raw materials, work in process, finished goods, packing materials, goods in transit, and all insurances taken by the Borrower over all its fixed and floating assets, all accounts, both present and future and all payment, moneys and benefit payable thereunder to us, (hereinafter collectively referred to as the ‘Hypothecated Assets’) in favour of the Lenders in terms of the Facility Agreement;

AND WHEREAS in order to enable the Lenders to sell the Hypothecated Assets as and when required, we have agreed to execute an irrevocable general power of attorney on the terms and conditions stipulated below.

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 Facility Agreement.

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

1, Dilkusha Commercial Area

Dhaka-1000

being the Agent for the benefit of the Lenders in terms of the Pari Passu Security Sharing Agreement dated ____________ between the Lenders 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:

IN GENERAL TO DO ALL OTHER ACTS, DEEDS, MATTERS AND THINGS WHATSOEVER RELATING TO THE HYPOTHECATED ASSETS AND TO REALISE THE AMOUNT FROM SALE OF THE SAME TO ADJUST OUR LIABILITIES WITH THE LENDERS.

THIS POWER OF ATTORNEY SHALL BE IRREVOCABLE UNTIL OUR ENTIRE LIABILITIES WITH THE LENDERS ARE FULLY LIQUIDATED AND THE LENDERS RELEASE US ABSOLUTELY FROM ALL LIABILITIES WHATSOEVER AND WE SHALL NOT EXECUTE ANY OTHER POWER OF ATTORNEY RELATING TO THE SALE OF THE HYPOTHECATED ASSETS IN FAVOUR OF ANY OTHER PERSON, AUTHORITY OR BANK.

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

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)

Drafted by:

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

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