111125-MODTD

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 first equitable mortgage to securePKR 1,500,000,000 Syndicated Term Finance Facility

Draftv_3November 25, 2011

MEMORANDUM OF DEPOSIT OF TITLE DEEDS

By this Memorandum of Deposit of Title Deeds (“Memorandum”), THE CITY SCHOOLS (PRIVATE) 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:

1. at the request and based on the representations and warranties of the Customer, the Syndicate has agreed to extend the Facility to the Customer pursuant to the Finance Agreement;

2. Habib Bank Limited, has been appointed as the security trustee for the Secured Parties pursuant to the Security Trust Deed;

3. the Customer has already deposited the original title deeds to the Mortgaged Property listed in Schedule 2 (List of Mortgaged Property Title Deeds) (“Mortgaged Property Title Deeds”) with the Security Trustee in Lahore, with the intent to create in favour of the Security Trustee a first priority equitable mortgage by deposit of title deeds upon the Mortgaged Property, as security for the Secured Obligations;

4. the Customer has stated orally at the time of deposit of the Mortgaged Property Title Deeds and hereby further reiterates and confirms in writing, that:

(a) the equitable mortgage on the Mortgage Property created in favour of the Security Trustee by the deposit of the Mortgage Property Title Deeds with the Security Trustee, and confirmed by the execution of this Memorandum, is a first priority exclusive mortgage on the Mortgage Property (“Equitable Mortgage”);

(b) the Equitable Mortgage secures the Secured Obligations;

(c) the Customer is the sole and absolute owner of the Mortgaged Property;

(d) the Mortgaged Property is free from all Security Interest, except for the Equitable Mortgage;

(e) the Mortgaged Property Title Deeds:

(i) are the complete title documents to each immovable property included in the list of Mortgaged Property and there is no title document in respect of any Mortgaged Property that has not been deposited by the Customer with the Security Trustee;

(ii) deposited with the Security Trustee are the original title deeds of the Mortgaged Property and comprise the full and complete evidence of the Customer’s title to the Mortgaged Property;

(f) no additional documents are required to be obtained by the Customer and / or required to be executed by the Customer in relation to the title to the Mortgaged Property;

(g) the Customer shall not create any further Security Interest upon or in respect of the Mortgaged Property without the prior written consent of the Security Trustee;

(h) the Customer shall ensure that all times during the subsistence of the Equitable Mortgage the net value of the Mortgage Property shall not be less

-1- Memorandum of Deposit of Title Deeds

The City Schools (Private) Limited


than 133% of the Purchase Price due and payable by the Customer pursuant to the Finance Agreement;

(i) the Equitable Mortgage shall be a continuing security and shall at all times secure the ultimate balance of the Secured Obligations, notwithstanding the payment by the Customer of any portion of the Purchase Price and / or the Purchase Price Installments, and / or any other amounts pursuant to the terms of the Finance Agreement and / or any settlement of account and / or any other matter whatsoever; and shall continue to bind the Customer till the full and final discharge of all amounts payable by the Customer pursuant to the Finance Agreement and consequent release of the Equitable Mortgage by the Security Trustee in writing and / or full and final discharge of the Secured Obligations upon Event of Default, as the case may be;

(j) the Security Trustee, as the attorney of the Customer is authorized to create a registered mortgage over the Mortgaged Property or any portion thereof, at the sole cost and expense of the Customer.

5. All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed thereto in the Finance Agreement, provided however, the following capitalized terms shall have the following meaning:

(a) “Finance Agreement” means the agreement titled “Syndicated Term Finance Agreement” dated on or about the date hereof and entered into between the Customer, the Syndicate, the Agent and the Security Trustee;

(b) “Liability” means any obligation or liability for the payment of money, whether in respect of principal, interest or otherwise, whether actual or contingent, whether owed jointly or severally and whether as principal or surety or in any capacity whatsoever;

(c) “Mortgaged Property” means and includes each immovable property listed in Schedule 1 (List of Mortgaged Property);

(d) “Mortgaged Property Title Deeds” has the meaning ascribed thereto in paragraph 3;

(e) “Secured Parties” means:

(i) the Syndicate, to the full extent of the Secured Obligations; and

(ii) the Agent and the Security Trustee, to the extent of any monies payable to the Agent and the Security Trustee, pursuant to the Transaction Documents;

(f) “Security 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 equivalent 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) “Secured Obligations” means (i) an amount of PKR [☻] (Pak Rupees [☻] only) with the each Secured Party’s share therein being the amounts set out in Schedule 3; (ii) all other sums whatsoever, that may be (including, without




limitation, liquidated damages compensation, costs, charges and expenses) from time to time outstanding in respect of the Facility and / or under the Transaction Documents and / or in relation thereto; and (iii) all present and future obligations and Liabilities of the Customer to the Secured Parties in respect of the Facility, provided that no obligation or Liability shall be included in the definition of “Secured Obligations” to the extent that, if it were so included, the security (or any part thereof) would be unlawful or prohibited by any applicable law;

(h) “Syndicate” has the same meaning as ascribed thereto in the Finance Agreement.




Schedule 1 List of Mortgaged Property




Schedule 2 List of Mortgaged Property Title Deeds




Schedule 3 Secured Obligations

S.No. Name of Secured Party Share in Secured Obligations

1.

2.

