Вы находитесь на странице: 1из 10

DEED OF AGREEMENT THIS Deed of Agreement is made at Dhaka on this the ________ day of May, 2012 BETWEEN NOMAN

PROPERTIES LTD and Majestic Property Development Ltd, both real estate and housing investment & development companies registered in Bangladesh and carrying on housing business under the laws of Bangladesh, having its head office at 5l, Sonargaon Janapath, Sector-7, Uttara, Dhaka, represented by the common Managing Director Mr. Syed Anwar Shamim, hereinafter called NPL/MPDL" (which expression shall, unless excluded by or repugnant to the context, mean and include its successors-in-interest and assigns) of the First Part. AND THE MUTUAL TRUST BANK LIMITED, a banking company duly incorporated and carrying on its business under the laws of Bangladesh having its head office at MTB Center, 26, Gulshan Avenue, Gulshan Circle-1, Dhaka, represented by its Managing Director, Mr. ----------------- hereinafter called "MTB" (which expression shall, unless excluded by or repugnant to the context, mean and include its successors-in-interest and assigns) of the Second Part. WHEREAS NPL& MPDL are real estate investment and development companies carrying on real estate and housing business throughout Bangladesh with a vision to bring back credibility and trust in the real estate sector in Bangladesh. To that end, NPL& MPDL have jointly developed the Housing Deposit Scheme (HDS) to assure their customers that the acquisition, development and handing over of the chosen plots/flats and other benefits would be completed by NPL within the given time schedule through the facilitating role of a scheduled commercial bank. Under the HDS, NPL/MPDL customers will deposit their money in their personal accounts in the Bank instead of paying directly to the Company. The Bank will transfer the same to the NPL/MPDL Account only after independent panel lawyers and civil engineering firms, appointed by the customers, authenticate the land ownership and the developmental works done by NPL/MPDL. The amount of the money transferred at any given occasion will be in accordance with the contract between the NPL/MPDL and the customer. A. To avail the comfort of the HDS, a prospective HDS Customer will have to book a plot/flat under HDS, get a HDS Customer Index Number from NPL/MPDL on payment of an initiation fee, open an account in the Bank in their individual name under the HDS Scheme and then deposit the money payable to the NPL/MPDL in that Account as per the payment schedule mentioned in the Contract with the NPL/MPDL. Thereafter, the service charges and other associated costs of developing the booked/specified plot/flat/real estate property and maturing Contract will be deposited separately under the Other Charges 7 the Service Fees heads.

WHEREAS
Page 1 of 10

NPL& MPDL have approached MTB to introduce and operate the Housing Deposit Scheme for its prospective customers by utilizing the latter's existing banking facilities, and MTB has agreed to make available such facilities to such extent as tenable with its banking practice as a facilitator. NOW IT IS HEREBY AGREED AS FOLLOWS: The Housing Deposit Scheme (HDS) will be materialized through MTB, and all transfers from the customers personal account to the NPL/MPDL account will be done by MTB as per the terms and conditions of this Deed of Agreement and the payment schedule mentioned in the respective Contracts between NPL/MPDL and the Customers. In this regard, NPL/MPDL will furnish a Letter of Debit Authorization from the customer at the time of opening of the respective HDS Account. SECTION ONE DEFINITIONS & INTERPRETATIONS 1.1 "Customer" means any client of NPL/MPDL. 1.2 "HDS" means Housing Deposit Scheme. 1.3 "HDS Customer" means such Customer who has availed HDS. 1.4 "HDS Customer Account" means a non-cheque bearing deposit (savings) bank account opened with MTB by a HDS Customer in his/her own name with no provision for any withdrawal of fund by the Customer. If the customer wants to withdraw any fund he/she has to close HDS account with proper intimation from NPL/MPDL. It can also be a joint account of a group of customers who have jointly booked for a single plot or a flat under HDS for fractional/timeshare ownership program. 1.5 "NPL Account means a bank account which is opened with MTB by NPL in relation to HDS. 1.6 "MPDL Account means a bank account which is opened with MTB by MPDL in relation to HDS. 1.7 "Independent Counsel" means such law firm selected and appointed by HDS Customer of NPL/MPDL out of the panel law firms of MTB, or any other law firm chosen arbitrarily by the HDS Customer. 1.8 "Independent Civil Engineer" mean such civil engineering firm selected and appointed by HDS Customer of NPL/MPDL out of the panel civil engineering firms of MTB, or any other civil engineering firm chosen arbitrarily by the HDS Customer. 1.9 "LOA" means the Letter of Allotment issued to the Customer after he/she has booked any specific plot/flat/real estate property from NPL/MPDL indicating the definite identification of the chosen plot/flat/real estate property, the intended payment schedule, the timeframe, and the total amount of money that the Customer will pay through the HDS excluding the payments to be made for Other Charges, as defined below in sub-clause 1.12; discounts, bonuses and accrued benefits, if any, on maturity of the LOA; and the other terms and conditions/arrangements agreed upon by NPL/MPDL and the Customer. LOA is normally issued after Confirmed Booking by the Customer by paying 10% or more of the total cost of plot/flat. 1.10 Provisional Sale Deed (PSD) normally executed on stamped papers between the Customer and NPL/MPDL after the customer has paid 30% or more of the total cost of plot/flat. It is considered to be the last legal document before the final registration deed is executed in favor of the Customer. In case of any differences in the terms and conditions between the PSD and the LOA, PSD is considered as final. NPL/MPDL will provide MTB with the true copy of PSD for its further references. 1.11 "Letter of Debit Authorization (LODA)" means a letter which shall be executed by the HDS Customers of NPL/MPDL in favor of MTB authorizing MTB to debit the requisite
Page 2 of 10

amount to NPL/MPDL account and to provide all relevant information about the HDS Customer Account to the HDS. LODA will also indemnify MTB for all actions undertaken by MBT on behalf of the HDS Customers. 1.12 "Other Charges" means such charges as identified as 'Other Charges in the relevant LOA/PSD consisting of but not limited to charges for installation and connection of utility facilities & services, taxes, fees, etc imposed by the regulatory bodies of the Govt. and other external agencies which would normally be determined shortly before the time of actual execution of respective works. It also includes any unforeseen expenditure beyond the knowledge of the Company at the time of signing of the LOA or expenses to be incurred due to the introduction of new kinds of utility facilities like the Solar energy connections imposed by the Government agencies. 1.13 Service Fees means such charges as identified in the relevant LOA/PSD consisting of but not limited to professional fees for the independent law & civil engineering firms, installment fees, positional advantage charges, etc and any unforeseen expenditure beyond the knowledge of the Company at the time of signing of the LOA. All discounts and rebates would be adjusted against Service Fees as mentioned in the LOA/PSD. 1.14 Direct Payments means any payments made by the Customer to NPL/MPDL directly outside the scope of this Deed of Agreement like the HDS Initiation Fee, Booking Fee, Down Payments, GOB Taxes, fees and other incidental charges required for the final registration of the plot/flat in favor of the Customer. SECTION TWO ROLES, RESPONSIBILITIES & OBLIGATIONS OF NPL & MPDL 2. NPL/MPDL undertakes & covenants to do the following with regard to HDS Customers: 2.1 Provide the HDS Customer(s) with HDS Index number after Customer has booked a plot/flat/real estate under HDS and paid an initiation fee to NPL/MPDL. 2.2 Ensure the execution of the Letter of Debit Authorization by the HDS Customer(s) as mentioned in Clause 4. 2.3 Ensure that the HDS Customer is presented to MTB along with such documents and information that the Bank may require from the individual before opening the HDS Customer Account. The Customers nominee for the plot/flat and that for the HDS Account would the same person of age 18 years or more in order to facilitate transfer of the plot/flat in case of his/her death before completion of the LOA/PSD. 2.4 Deposit the relevant LOA/PSD to be used as the point of reference by MTB for all its actions in future on behalf of the HDS Customers along with the Letter of Debit Authorization signed duly by the individual HDS Customers. 2.5 Ensure effective compliance of the Activities' described in Clauses 3.1/3.2, 3.3 and 3.4 for Installment Customers and Full-Down Payment Customers, as applicable. 2.6 Maintain the NPL/MPDL Account and any other account that MTB may require with MTB at all material times. 2.7 Inform MTB regarding any variations made to the LOA/PSD after the opening of the HDS Customer Account with regards to payment schedule, transfer of funds from the HDS Customer Account to the NPL/MPDL Account or to any other features of the arrangement between NPL/MPDL and Customer. 2.8 Provide MTB with necessary instructions from time to time for funds to be transferred from the HDS Customer Account to the NPL/MPDL Account including the actual amount of the Other Charges and the Service Fees on maturity of the LOA/PSD. 2.9 Provide MTB with necessary instructions from time to time for funds to be transferred from the NPL/MPDL Account to the HDS Customer Account as special benefit.
Page 3 of 10

Ensure that the booked/specified plot/flat/real estate property is ready for handover on maturity of the LOA/PSD. 2.11 Transfer the ownership and the possession of the booked/specified plot/ flats/real estate property for all types of HDS Customers after the Other Charges and the Service Fees for their plot/flat has been transferred from their respective HDS Customer Accounts to the MPL/MPDL Accounts and the Customer has made Direct Payments for the registration expenses to NPL/MPDL. Registration will be done only after the Service Fees have been transferred to the NPL/MPDL, and as such, will remain outside the scope of this Deed of Agreement. 2.12 If the LOA/PSD for a Full Down Payment HDS Customer provides for payment of accrued benefits on maturity (of the LOA/PSD), ensure that: 2.12.1 The NPL/MPDL Account contains sufficient funds for the payment of accrued benefits to be made; and 2.12.2 Instruct MTB to transfer the same to the relevant HDS Customer Account(s)/or such other account(s) indicated by individual HDS Customer(s) to MTB in the LODA enumerated in Clause 4 below. 2.13 Provide MTB with necessary instructions and proof from time to time for funds to be transferred from the HDS Customer Account to the NPL/MPDL Account.
2.10

SECTION THREE - ROLES, RESPONSIBILITIES & OBLIGATIONS OF MTB 3. With regard to HDS, MTB undertakes & covenants to do the following: 3.1 For the Installment Customers, transfer deposits from HDS Customer Account(s) to NPL or MPDL Account, as relevant, in equal proportions of the total amount payable (excluding the payment for the Other Charges & the Service Fees) by the respective HDS Customer unless mentioned otherwise in the relevant LOA/PSD, upon completion of the following distinct activities by NPL/MPDL duly evaluated/vetted by the Independent Counsel and the Independent Civil Engineer, as applicable: 3.1.1 In case of housing/commercial plots: 3.1.1.1 Registered Deed of Baina in favor of NPL/MPDL in respect of the land equal to the size of the specified plot. 3.1.1.2 Registered Deed of Procurement/Power of Attorney for the same land in favor of NPL/MPDL. 3.1.1.3 Completion of mutation formalities for the respective land. 3.1.1.4 Completion of land developmental works for the respective plot. 3.1.1.5 Installation of the boundary walls after leveling of the respective plot. 3.1.2 In case of flat/apartment/commercial space or other real estate property: 3.1.2.1 Approval of RAJUK/Pourashava/Municipality authority for the construction of the designated flat/commercial space, 3.1.2.2 Completion of the foundation layout. 3.1.2.3 Construction of the superstructure for the respective flat. 3.1.2.4 Completion of brickworks for the internal structure of the respective flat. 3.1.2.5 Installation of internal fittings & fixture. 3.2 For Full-Payment Customers, transfer deposits from HDS Customer Account(s ) to NPL/MPDL Account in two equal installments, unless mentioned otherwise in the relevant LOA/PSD upon completion of the following distinct steps by NPL/MPDL: 3.2.1 First50% of the deposit on submission of the Registered Deed of Baina in favor of NPL/MPDL for the land/property specified in the LOA/PSD.
Page 4 of 10

3.2.2 Remaining 50% of the deposit on submission of the Registered Deed of

Procurement in favor of NPL/MPDL against the same land/ property. 3.3 Transfer fund from the HDS Customer Account(s) to the NPL/MPDP Account for the payment of the "Other Charges" subject to: 3.3.1 Completion of all "Activities" as described in Clause 3.1.1/ 3.1.2, and 3.2; and 3.3.2 Completion of the roads for developed plots; or, 3.3.3 Connection of utility services for flats/commercial spaces or as per the on-going GOB/local body regulations regarding the provisioning of utility connections for the new apartments/commercial spaces barring any temporary hold on the approval/permission for connection of any specific type of utility service for flats/ real estate space. 3.4 Transfer fund from the HDS Customer Account(s) to the NPL/MPDP Account for the payment of the "Service Fees" subject to: 3.4.1 completion of all activities by NPL/MPDL as mentioned in Clauses 3.1 to 3.3 and hand over of the Possession Letter for the respective plot/flat; or, 3.4.2 Completion of the first two steps of Clause 3.1.1 and handing over of the Possession Letter of Undeveloped Plots with reserved space for roads (as per the Master Layout Plan) in favor of the customer if indicated as such in the LOA/PSD that the customer would pay for the developmental expenses separately later on under different terms & conditions. 3.5 The completion sequence of any of the activities by NPL/MPDL as mentioned in Clauses 3.1.1/3.1.2, 3.2 & 3.3 above may vary from the sequence shown above or may get combined together. On the hand, the advance occurrence of a later activity may preclude the need for the earlier activity/activities. In all such cases, MTB will transfer the requisite HDS Customer deposits to NPL/MPDL accounts only after receiving written instructions from NPL/MPDL about the amount of Customer deposits to be transferred to the NPL/MPDL accounts in reference to the responses mentioned for such circumstances in the respective LOA/PSD or a written instruction from the HDS Customer. MTB will be authorized to do so by all HDS Customers in the LODA as enumerated in Clause 4 below. MTB will transfer the remaining Customer deposits after the subsequent activities are completed by NPL/MPDL. 3.6 In case, NPL/MPDL completes the different activities mentioned above in Clauses 3.1/3.2 and 3.3 before the due time mentioned in the LOA/PSD, MTB will continue to transfer the available deposits as and when deposited by the Customer till the time the target amount of money for the said activity is transferred to NPL/MPDL Accounts. MTB will be authorized to do so by all HDS Customers in the LODA as enumerated in Clause 4 below. 3.7 In case, the Customers deposit falls short of the payment schedule mentioned in the LOA/PSD, MTB will inform NPL/MPDL about insufficiency of fund in the respective HDS Customer Account along with a statement of that particular HDS Customer Account on that date through any mode of communication considered convenient by MTB. In such cases, MTB will shift to NPL/MPDL Account whatever amount is available in the HDS Customer account as soon as NPL/MPDL completes any of the activities mentioned in Clauses 3.1/3.2, 3.3 and 3.4 unless instructed otherwise by the Customer or NPL/MPDL. MTB will be authorized to do so by all HDS Customers through the respective LODA enumerated in Clause 4 below. 3.8 In all cases, the respective LOA/PSD will be the ultimate guide line for MTB to transfer HDS Customers deposits to the NPL/MPDL Accounts.
Page 5 of 10

3.9 Inform respective HDS Customers once the accrued benefits provisioned in the LOA/PSD,

if any, has been paid out from the NPL/MPDL Account to the Account designated by the Customer on maturity of the LOA/PSD. 3.10 Transfer fund from NPL/MPDL Account to the HDS Customer Account to be subsequently transferred to the respective HDS Customers personal Account(s) as specified in the respective LODA in accordance with Clause 6 of this Agreement. 3.11 Close the individual HDS Customer Account within next 30 days of completion of all the above mentioned steps described in Clause 3.1 to 3.4. SECTION FOUR - LETTER OF DEBIT AUTHORIZATION (LODA) BY THE HDS CUSTOMERS AND INDEMNITY FOR MTB 4. NPL/MPDL will submit the LODA, attached as Annex A to this Agreement, executed by each individual HDS Customers which will contain: 4.1 All requisite standing instruction to MTB to debit the respective HDS Customer Account in fulfillment of the LOA/PSD under the HDS; 4.2 All requisite standing instruction to MTB to provide Statement of Accounts and other information relating to the respective HDS Customer Account to materialize the LOA/ PSD under the HDS; 4.3 Indemnify MTB for all actions undertaken by MTB on their behalf; and 4.4 An unconditional undertaking to use NPL/MPDL as their sole point of contact (POC) for all queries in connection with the progress, and handing over of the plots/flats. SECTION FIVE - GENERAL TERMS & CONDITIONS 5. CANCELLATION OF BOOKING For all cases of cancellation of booking of a plot/flat/real estate property in respect to HDS Customers, NPL/MPDL will return back the total amount transferred to NPL/MPDL Accounts minus the cancellation fee mentioned in the LOA/PSD to the respective HDS Customer Account by giving requisite instructions to MTB. 6. DEATH OF HDS CUSTOMER In case of the death of a HDS Customer, the balance in the respective HDS Customer Account will be settled as per banking law to facilitate: 6.1 Transfer of the plot/flat/ real estate property/accrued benefits to his/ her nominee(s)/heir(s) by NPL/MPDL, or 6.2 Payment of the remaining installments and other charges and costs etc, as specified in the LOA/PSD. MTB will, thereafter, close the respective HDS Customer Account within next 30 days.

7. STATEMENT OF ACCOUNTS As authorized by the respective HDS Customers in the LODA, MTB will send the Statement of Accounts in respect to every HDS Customer to NPL/MPDL on quarterly basis as a routine procedure under this Agreement. MTB will also send a Statement of Accounts to NPL/MPDL in case of insufficiency of fund in any particular HDS Customer Account. NPL/MPDL may request for a Statement of Accounts at any time in respect to any individual HDS Accounts or a
Page 6 of 10

consolidated statement for all HDS Customer Accounts. The individual HDS Customers may at any time request for the respective Statement of Accounts under normal banking rules of MTB. 8. FAILURE OF PAYMENT BY HDS CUSTOMER If a HDS Customer fails to make due deposits into their HDS Customer Account as per the payment schedule mentioned in the LOA/PSD, MTB will inform in writing to the respective HDS Customer and NPL/MPDL after 30 days of the due date. Thereafter, it would be the responsibility of NPL/MPDL to make necessary contacts/communication with the respective HDS Customer. In this connection, NPL/MPDL will provide MTB with a payment schedule on quarterly basis within the last week of every quarter for the following quarter.
9. AVAILABILITY OF FUND 9.1 It is the sole responsibility of NPL/MPDL to ensure that all HDS Customer(s) make due

deposits into the HDS Customer Account as per their payment schedule mentioned in the LOA/PSD. 9.2 Transfer of funds from HDS Customer Accounts to NPL/MPDL Account by MTB, as envisaged herein, is subject to the availability of requisite funds in the relevant HDS Customer Account. 9.3 MTB shall not, at any time, be held responsible for the insufficiency of funds in any of the HDS Customer Accounts. 9.4 In case, NPL/MPDL completes some of the activities mentioned in Clause 3.1, 3.2, and 3.3 above before the HDS Customers deposits reach to the required amount to be transferred to the NPL/MPDL Account as mentioned in the LOA/PSD, MTB will continue to transfer HDS Customers deposits as and when available till the time the required amount mark is reached on the basis of the activities completed by NPL/MPDL. 10. EXCLUSIVITY The HDS shall be made available to Customers only through MTB & its branches and NPL& MPDL shall not offer such scheme through any other banks/financial institutions save the written approval from MTB or a written notice of Termination of this Agreement as explained in Clause 15 below.
11. TRANSFER OF PLOT/FLAT/REAL ESTATE PROPERTY TO THIRD PARTY

In case a HDS Customer applies for transfer of his/her allotted flat/plot to any 3rd party, MTB shall create a new account for the transferee and transfer the funds from the relevant HDS Customer Account as the Customer & NPL/MPDL shall instruct in writing. 12. CHARGES & FEES 12.1 MTB may impose such charges/fees as may be necessary for the opening and operation of the individual HDS Customer Accounts and/or any handling charges for utilizing the windows of various branches of the Bank. 12.2 The respective HDS Customer Account will be credited with the accrued interests on their deposit as per existing MTB regulations. 12.3 The respective HDS customers and the NPL/MPDL will pay for the professional fees of the Independent Law and the Independent Civil Engineering firms as per the ratio mentioned in the LOA/PSD.

Page 7 of 10

13. AVAILABILITY OF HDS SERVICES The HDS services shall be available to NPL/MPDL Customers through specified branches of MTB. NPL/MPDL may display relevant signboards to indicate the availability of the HDS services at suitable places within the premises of those branches of MTB. MTB may allow NPL/MPDL to use the Bank name in different advertisements. NPL/MPDL may seek permission to use bank name to publicize and demonstrate their promotional materials
14. OTHER SISTER CONCERNS OF NPL & MPDL

Other sister concerns of NPL & MPDL which include the Reba Properties Ltd and the Eastland Assets & Investments Ltd, all engaged in the housing and property development business in Bangladesh, may provide similar schemes in future with MTB using their own lands and real estate properties and shall become a party to this Agreement by way of an addendum to the present Agreement. 15. TENURE & TERMINATION 15.1 This Agreement shall be valid for ten (10) years, which can be further extended for any length of time by mutual agreement by both parties in writing. 15.2 This Agreement can be terminated by either party by giving Ninety (90) days notice to the other party. In such circumstances NPL/MPDL may withdraw the deposits existing in the NPL/MPDL Account after the expiry of the notice period. The fate of the deposits in the HDS Customer Account(s) shall be subject to conjoint instructions in writing from the relevant Customers and NPL/MPDL.
16. LAW, ARBITRATION & JURISDICTION 16.1 This Agreement shall be governed in all respects in accordance with the laws of

Bangladesh and both parties submit to the exclusive jurisdiction of the Courts of Bangladesh. 16.2 In case of any dispute, controversy or claim arising out of or relating to this Agreement or its breach, termination or invalidity, the parties shall first.try to resolve the matter amicably. If amicable settlement fails, then the same shall be finally settled under the Arbitration Act 2001. 16.3 MTBs role and function to NPL/MPDL and HDS customer will be limited to the rules and regulations Bangladesh Bank and the law of the land. SECTION SIX - GENERAL ACKNOWLEDGMENTS AND AFFIRMATIONS OF NPL & MPDL
17. NPL & MPDL affirm & acknowledge that: 17.1 MTB will only carry out its obligations towards NPL & MPDL so far that it does not

conflict with MTB's responsibilities & obligations towards each individual HDS Customer Account-Holders and with relevant laws, rules, regulations and directions of Bangladesh Bank or any regulatory authority. 17.2 MTB is entitled to refuse to open a HDS Customer Account if NPL/MPDL and/or the HDS Customer fail to provide MTB with all such documents & information that MTB may require. 17.3 MTB reserves the absolute discretion to refuse to transfer funds from any HDS Customer Account to the NPL/MPDL Accounts, if it is not satisfied with any of the
Page 8 of 10

"Activities" described in Clause 3.1, 3.2 and 3.3, as applicable. In such circumstances, transfer would only take place subject to request in writing to MTB from the relevant HDS Customer. 17.4 Calculation and payment of the bonuses/benefits payable to each HDS Full-Payment Customer is the sole obligation of NPL/MPDL, and MTB shall not be liable in any way for calculation and/or payment of such benefits. 17.5 In the event any of the accounts envisaged under this Agreement, whether that of a HDS Customer and/or NPL/MPDL, is subject to any freezing orders from any regulatory authority or Court, MTB will operate and maintain such accounts only as per the instructions of such regulatory authority or Court. NPL/MPDL and/or its HDS Customers would have no recourse against MTB with regard to this. SECTION SEVEN - MISCELLANEOUS 18.1 At no point of time shall MTB be regarded as acting as a custodian in any form under this Agreement. 18.2 MTB shall not at any time be responsible/liable for the opinions/evaluations of the Independent Counsel and Independent Civil Engineer and at no point of time shall be regarded as acting as an agent for verification of the deeds or constructional developments. 18.3 NPL/MPDL Customers staying abroad shall be able to access the MTB banking envisaged herein subject to compliance with relevant procedures and regulatory requirements with regard to remittance from abroad. 18.4 In the event of any dispute between NPL/MPDL and any HDS Customer, NPL/MPDL and/or such Customers shall not have any recourse against MTB. 18.5 If any provision of this Agreement is held by a court or authority of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or statutory regulation, the parties agree that the remaining provisions of the Agreement shall remain in force and in no way be affected, impaired or invalidated. 18.6 No amendment, waiver or variation to this Agreement shall be effective unless entered into pursuant to an instrument in writing specifically referencing this Agreement and signed by both parties. 18.7 The failure of any party to enforce at any time any of the provisions herein shall not be construed to be a waiver of such provisions or a waiver of the right of such party thereafter to enforce any such provisions. No waiver by a party of any right hereunder shall be deemed as a waiver of any other right. 18.8 Both the Parties hereto undertake not to disclose any piece of information to any 3rd Party without prior written consent of the other party, as may be available to it during performance of its obligations under this Agreement and/or any other material be supplied to it by the other Party from time to time for the purpose of its duty to the other Party. 18.9 A brief Summary of the Agreement will be provided by MTB to NPL & MPDL to be used as a reference document to the prospective NPL/MPDL Customers, as attached in Annex B to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused be executed by their respective representatives as of the day, month and year first written above.

Page 9 of 10

Syed Anwar Shamim Managing Director Noman Properties Limited & Majestic Property Development Ltd Company Seal In witness of: Name: -----------------------------------Address:

THE MUTUAL TRUST BANK LIMITED (Authorized Signatory) Company Seal In witness of: Name: -----------------------------------Address:

Page 10 of 10