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MEMORANDUM OF DEPOSIT OF TITLE DEEDS

BY
THE CUSTOMER
THE CITY SCHOOLS (PRIVATE) LIMITED
IN FAVOUR OF
THE SECURITY TRUSTEE
HABIB BANK LIMITED
In respect of a frst equitabe !ort"a"e to secure
#$R %&'((&(((&((( S)n*icate* Ter! Finance Faciit)
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No,e!ber /'& /(%%
MEMORANDUM OF DEPOSIT OF TITLE DEEDS
By this Memorandum of Deposit of Title Deeds (Memorandum), THE CITY SCHOOLS
(PRIVTE! LIMITED a company incorporated under the laws of the Islamic Republic of
Pakistan having its registered office at !" (Customer)# does hereby confirm and record in
writing that$
%& at the re'uest and based on the representations and warranties of the (ustomer# the
)yndicate has agreed to e*tend the +acility to the (ustomer pursuant to the +inance
,greement-
.& /abib Bank 0imited# has been appointed as the security trustee for the )ecured
Parties pursuant to the )ecurity 1rust 2eed-
3& the (ustomer has already deposited the original title deeds to the 4ortgaged
Property listed in )chedule . (List of Mortgaged Property Title Deeds) ("Mort#a#ed
Propert$ Title Deeds%) with the )ecurity 1rustee in 0ahore# with the intent to create
in favour of the )ecurity 1rustee a first priority e'uitable mortgage by deposit of title
deeds upon the 4ortgaged Property# as security for the )ecured 5bligations-
6& the (ustomer has stated orally at the time of deposit of the 4ortgaged Property 1itle
2eeds and hereby further reiterates and confirms in writing# that$
(a) the e'uitable mortgage on the 4ortgage Property created in favour of the
)ecurity 1rustee by the deposit of the 4ortgage Property 1itle 2eeds with the
)ecurity 1rustee# and confirmed by the e*ecution of this 4emorandum# is a
first priority e*clusive mortgage on the 4ortgage Property ("E&uita'le
Mort#a#e%)-
(b) the 7'uitable 4ortgage secures the )ecured 5bligations-
(c) the (ustomer is the sole and absolute owner of the 4ortgaged Property-
(d) the 4ortgaged Property is free from all )ecurity Interest# e*cept for the
7'uitable 4ortgage-
(e) the 4ortgaged Property 1itle 2eeds$
(i) are the complete title documents to each immovable property
included in the list of 4ortgaged Property and there is no title
document in respect of any 4ortgaged Property that has not been
deposited by the (ustomer with the )ecurity 1rustee-
(ii) deposited with the )ecurity 1rustee are the original title deeds of the
4ortgaged Property and comprise the full and complete evidence of
the (ustomer8s title to the 4ortgaged Property-
(f) no additional documents are re'uired to be obtained by the (ustomer and 9
or re'uired to be e*ecuted by the (ustomer in relation to the title to the
4ortgaged Property-
(g) the (ustomer shall not create any further )ecurity Interest upon or in respect
of the 4ortgaged Property without the prior written consent of the )ecurity
1rustee-
(h) the (ustomer shall ensure that all times during the subsistence of the
7'uitable 4ortgage the net value of the 4ortgage Property shall not be less
0%0 Memorandum of Deposit of
Title Deeds
The City Schools (Private)
Limited
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No,e!ber /'& /(%%
than %33: of the Purchase Price due and payable by the (ustomer pursuant
to the +inance ,greement-
(i) the 7'uitable 4ortgage shall be a continuing security and shall at all times
secure the ultimate balance of the )ecured 5bligations# notwithstanding the
payment by the (ustomer of any portion of the Purchase Price and 9 or the
Purchase Price Installments# and 9 or any other amounts pursuant to the
terms of the +inance ,greement and 9 or any settlement of account and 9 or
any other matter whatsoever- and shall continue to bind the (ustomer till the
full and final discharge of all amounts payable by the (ustomer pursuant to
the +inance ,greement and conse'uent release of the 7'uitable 4ortgage
by the )ecurity 1rustee in writing and 9 or full and final discharge of the
)ecured 5bligations upon 7vent of 2efault# as the case may be-
(;) the )ecurity 1rustee# as the attorney of the (ustomer is authori<ed to create
a registered mortgage over the 4ortgaged Property or any portion thereof# at
the sole cost and e*pense of the (ustomer&
=& ,ll capitali<ed terms used herein and not specifically defined shall have the same
meaning as ascribed thereto in the +inance ,greement# provided however# the
following capitali<ed terms shall have the following meaning$
(a) "(inan)e #reement% means the agreement titled )yndicated 1erm
+inance ,greement dated on or about the date hereof and entered into
between the (ustomer# the )yndicate# the ,gent and the )ecurity 1rustee-
(b) "Lia'ilit$% means any obligation or liability for the payment of money#
whether in respect of principal# interest or otherwise# whether actual or
contingent# whether owed ;ointly or severally and whether as principal or
surety or in any capacity whatsoever-
(c) "Mort#a#ed Propert$% means and includes each immovable property listed
in )chedule % (List of Mortgaged Property)-
(d) "Mort#a#ed Propert$ Title Deeds% has the meaning ascribed thereto in
paragraph 3-
(e) "Se)ured Parties% means$
(i) the )yndicate# to the full e*tent of the )ecured 5bligations- and
(ii) the ,gent and the )ecurity 1rustee# to the e*tent of any monies
payable to the ,gent and the )ecurity 1rustee# pursuant to the
1ransaction 2ocuments-
(f) "Se)urit$ Interest% means$
(i) a mortgage# pledge# lien# charge# assignment by way of security#
hypothecation# secured interest# title retention arrangement or other
arrangement having the same or e'uivalent legal effect as a grant of
security- or
(ii) an agreement to create or give any arrangement referred to in
paragraph (a) of this definition- and
(g) "Se)ured O'li#ations% means (i) an amount of P>R !" (Pak Rupees !"
only) with the each )ecured Party8s share therein being the amounts set out
in )chedule 3- (ii) all other sums whatsoever# that may be (including# without
0/0 Memorandum of Deposit of
Title Deeds
The City Schools (Private)
Limited
+raft,-.
No,e!ber /'& /(%%
limitation# li'uidated damages compensation# costs# charges and e*penses)
from time to time outstanding in respect of the +acility and 9 or under the
1ransaction 2ocuments and 9 or in relation thereto- and (iii) all present and
future obligations and 0iabilities of the (ustomer to the )ecured Parties in
respect of the +acility# provided that no obligation or 0iability shall be included
in the definition of )ecured 5bligations to the e*tent that# if it were so
included# the security (or any part thereof) would be unlawful or prohibited by
any applicable law-
(h) "S$ndi)ate% has the same meaning as ascribed thereto in the +inance
,greement&
0.0 Memorandum of Deposit of
Title Deeds
The City Schools (Private)
Limited
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No,e!ber /'& /(%%
S)*edule + List of Mort#a#ed Propert$
010 Memorandum of Deposit of
Title Deeds
The City Schools (Private)
Limited
+raft,-.
No,e!ber /'& /(%%
S)*edule , List of Mort#a#ed Propert$ Title Deeds
0'0 Memorandum of Deposit of
Title Deeds
The City Schools (Private)
Limited
+raft,-.
No,e!ber /'& /(%%
S)*edule - Se)ured O'li#ations
S./o. /ame of Se)ured Part$ S*are in Se)ured O'li#ations
+.
,.
020 Memorandum of Deposit of
Title Deeds
The City Schools (Private)
Limited