1.

Powers which can be exercised by the “Attorney” on behalf of the Principal and the
Responsibilities and duties of the parties:-

I. To sell, transfer or assign the Scheduled Property (as described in Paragraph 6(A) and
(B) below) without intervention of any court of law under the provisions of the Transfer
of Property Act, 1882 or, pursuant to the provisions of the Artha Rin Adalat Ain, 2003,
including without limitation section 12 or otherwise, and to do all such acts and sign all
such documents and papers in our name which may be required to sell, transfer or assign
the Scheduled Property or any part thereof, and all proceeds received under this Power
of Attorney shall be treated as true and valid receipt on our behalf.

II. To establish, protect, perfect and preserve the security created over the Scheduled
Property (including, but not limited to, issuing any notices, effecting any registrations or
executing any further documents or instruments which may be required).

III. To transfer or assign the charged interest in the Scheduled Property (for value) or any
part thereof together or in parcel on our account and at our risk, on such terms and
conditions as the Attorney shall think fit and proper, without any reference to us and
without intervention of any court of law under the provisions of the Artha Rin Adalat
Ain, 2003, including without limitation section 12, and pursuant to Transfer of Property
Act, 1882, for all Secured Creditors, and to do all such acts and sign all such documents
and papers in our name which may be required to transfer or assign the charged interest
in the Scheduled Property or any part thereof, and all proceeds received under this
Irrevocable General Power of Attorney shall be treated as true and valid receipt on our
behalf.

IV. To seal, sign or execute any documents of transfer and/or assignment and/or to do any
act on our behalf relating to the aforesaid transfer or assignment of the charged interest
in the Scheduled Property and/or any part thereof and to receive/accept the proceeds
thereof on our behalf and to dispose of the charged interest in the Scheduled Property or
any part thereof together or in part on account and at the risk of the Principal, either 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.

V. To accept service of any process, which may from time to time, be issued from any
courts of law for service on us on our behalf for the Scheduled Property.

VI. To deliver the right of the Scheduled Property or part thereof to a purchaser, transferee
or assignee, as the case may be, and to do all other acts in this regard.

VII. To do and perform all other acts, matters, and deeds that may be necessary or proper for
completing the transfer or assignment of the Scheduled Property or any part thereof.

VIII. In general to do all other acts, deeds and matters whatsoever relating to the transfer or
assignment of the Scheduled Property.
 IX. To do all such other acts and things as may be necessary or expedient for effecting any
transfer or assignment, which the Attorney may make in respect of the Scheduled
Property or any part thereof. The Attorney, its agents and nominees are hereby severally
irrevocably authorized to execute and sign any such document as our agent and to do
any such act or thing on our behalf.

X. To present and/or submit such deed to the office of the Registrar of Joint Stock of
Companies and Firms (“RJSC”), Joint Registrar or Sub-Registrar for registration of the
same and to do all other acts required to register such documents including swearing
affidavit on our behalf.

XI. To appoint lawyers to defend our rights and interests in any suit, proceedings and case
by and against us concerning the Scheduled Property and to produce necessary
documents as evidence and depose in the courts of law as witness on our behalf with
respect to the Scheduled Property.

XII. To advertise through newspapers or otherwise for auction of the Scheduled Property or
any part thereof, to arrange and effect the auction, to receive bid money, and apply the
same in meeting expenses and in liquidating indebtedness of the Principal under the
Common Terms Agreement and other Finance Documents.

XIII. To deliver the rights of the Scheduled Property or part thereof to a purchaser, transferee
or assignee, as the case may be, and to do all other acts in this regard.

XIV. 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.

XV. To appoint, from time to time, any substitute or substitutes and to delegate to him or
them all or any of the powers, authorities or discretions 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.

XVI. To incur any expenditure that may be necessary for:

a. taking over the management and control of the Scheduled Property or any part
thereof;

b. the sale, realisation or disposal of the Scheduled Property; and

c. exercising all rights in relation to the Scheduled Property,

XVII. To negotiate for transfer or assignment of the Scheduled Property or any part thereof,
settle the terms of transfer or assignment, to sign, seal, execute and deliver all such
contracts, agreements 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.

XVIII. To represent us before the Government of Bangladesh or any other governmental

XIX. 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
vokalatnama by signing on our behalf to prevent the impairment of the Scheduled
Property or the charged interest in the Scheduled Property, to preserve and protect the
interests of the Attorney therein.

XX. To obtain any sanction or permission from any authority for transfer of the Scheduled
Property.

XXI. IN GENERAL, to do, execute and perform all such other acts, deeds, and matters
whatsoever which are not specifically mentioned herein, but which the Attorney shall or
may think necessary or proper in respect of the Scheduled Property, affairs or otherwise
in and about the premises or which may be incidental to the effectuating of any of the
powers and authorities contained herein.

We undertake that we shall not revoke this Irrevocable Power of Attorney without the consent of
the Attorney in writing and we shall not execute and register any other power of attorney relating
to the Scheduled Property, other than in favour of the Attorney or any other person, designed by
the Attorney.

We hereby undertake and agree to ratify whatsoever the Attorney can lawfully do or cause to be
done under these presents and to indemnify the Attorney on demand against all costs and
expenses incurred by it.
We hereby declare that this Irrevocable Power of Attorney executed by our authorized
representative voluntarily shall remain legally binding on our successors-in-interest, legal
representatives and assigns, who might be involved in the Scheduled Property as beneficiary
thereto and this Irrevocable Power of Attorney is irrevocable upon us and our successors-in-
interest, legal representatives and assigns until and unless all the Secured Obligations due under
the Common Terms Agreement and other Finance Documents as claimed by the Attorney are
fully paid.