20th January, 2001
In exercise of the powers conferred by Section 30 of the Corporate and Industrial Restructuring Corporation Ordinance, 2000 (L of 2000), the Federal Government is pleased to make the following rules, namely:-

CHAPTER I
PRELIMINARY

1. Short title and commencement.- (1) These rules may be called the Corporate and Industrial Restructuring Corporation Rules, 2001.

(2) They shall come into force at once.

2. Definitions.-(1) In these rules, unless there is anything repugnant in the subject or context:-

(a) ‘anniversary date’ means the date which is one year from the date of the execution of a Transfer and Assignment Agreement between a financial institution and the Corporation pursuant to Rule 15;
(b) ‘Appendix’ means the Appendix to these rules;
(c) ‘disclosed claims’ means any claim, pending or threatened, subject to all defences and disclosed to the Corporation in writing prior to transfer date;
(d) ‘disclosed obligations’ means an obligation or liability owed to an obligor by a financial institution under or with respect to a non-performing asset and which obligation or liability and its accompanying defences is disclosed by the financial institution to the Corporation in writing prior to transfer date.
(e) ‘member’ means a member of the Board;
(f) ‘Ordinance’ means the Corporate and Industrial Restructuring Corporation Ordinance, 2000 (L of 2000);
(g) ‘privatization’ with respect to a financial institution, means the sale of whole or part of an equity or a beneficial interest in, and transfer of management and control of such financial institution to any entity that is not a Government entity;
(h) ‘registered interests’ means any right to interest in a non-performing asset duly registered under the Companies Ordinance, 1984 (XLVII of 1984), or its predecessor statute or under any other law for the time being in force;
(i) ‘transfer date’ means the date of transfer set out in a transfer letter;
(j) ‘transfer letter’ means a letter issued under rule 15; and
(k) ‘Verification Committee’ means the verification committee established under Section 10 of the Ordinance.

(2) The words and expressions used in these rules but not defined shall have the same meaning as in the Ordinance.

CHAPTER II
SERVICE RULES

3. Remuneration.- The pay and allowances admissible to the Chief Executive and members of the Corporation appointed on a contract basis shall be governed by the package determined by the Finance Division, Government of Pakistan (Package MP-1, MP-2 and MP-3).

CHAPTER III
MEETINGS OF THE BOARD OF DIRECTORS

4. Meetings.- The Board shall meet at least once in every quarter for the dispatch of business and may adjourn and otherwise regulate its meetings and proceedings as it thinks fit.

5. Minute Book.- The Board shall cause to be recorded, in books provided for the purpose, the minutes of the proceedings of all meetings of the Board together with the names of the directors present at such meetings.

6. Notice period.- Ordinarily not less than four clear day’s notice shall be given of each meeting of the Board of notice of this alongwith the agenda for the meeting shall be sent to every director at his registered address. Should the presiding officer consider it necessary to convene an emergency meeting, a short notice of twenty-four hours shall be given to every director.

7. Business.- No business other than that for which the meeting is convened shall be discussed at a meeting of the Board except with the permission of the presiding officer. The items of the agenda may be discussed by the directors in any order they like.

8. Minutes of meetings.- A copy of the proceedings of every meeting of the Board duly signed by the presiding officer shall be circulated as soon as possible after the meeting for the information of all the directors and the minutes so circulated shall be again signed by the presiding officer at the next succeeding meeting after their final adoption with amendments or otherwise. All minutes purporting to be so signed shall, for all purposes, constitute prima facie evidence of the actual passing of any resolution recorded and the actual passing of any transaction or occurrence of any proceedings so recorded and of the regularity of a meeting-

9. Fees for directors’ meetings.- (1) A director other than an ex officio director shall be paid a fee as may be approved by the Board for each meeting of the Board which he attends, and for attending a meeting of any committee of which he is a member.

(2) There shall also be paid to a director other than an ex officio director, a business class air passage from his usual place of residence to the place of meeting and back. A daily amount as may be approved by the Board shall also be paid for miscellaneous expenses if he comes to attend meeting of the Board or meeting of any committee to which he belongs from outside the town where the meeting is actually held.

10. Meetings of Administration Committee.- Except Rule 9, all rules relating to meetings of the Board shall also apply, mutatis mutandis, to meetings of the Administration Committee.

CHAPTER IV
DECLARATION BY DIRECTORS AND MEMBERS

11. Declaration by directors and members.- Every director and member shall affirm that he complies with the provisions of sub-section (1) of Section 6 of the Ordinance by signing the form of the affirmation as set out in Appendix I.

CHAPTER V
RECRUITMENT POLICY

12. Recruitment Policy.- The Corporation shall, with the prior consent in writing of the Board, formulate its recruitment and employment policy.

CHAPTER VI
TRANSFER OF NON-PERFORMING ASSETS

13. Selection letter.- The Corporation shall issue to the financial institution a selection letter, as nearly as possible, in the form as set out in Appendix-II, informing if of its selection in the program of the Corporation and requiring it to fill in the Documentation Checklist attached thereto for further processing.

14. Financial institution documentation.- Upon issuance of a selection letter under rule 13, the concerned financial institution shall provide full support and assistance in the provisions of documentation to the Corporation including details of disclosed obligations, disclosed claims, registered interests, pending or threatened litigation through disclosure of all cases and the Courts in which such litigation is pending, amount of finance or loan pertaining to the non-performing assets granted by the financial institution to the obligor and the collateral therefor held by the financial institution and part payments of the finance or loan made by the obligor to the financial institution. Such information and documents shall be provided to the Corporation by the financial institution within thirty days of the receipt of such letter.

15. Transfer letter.- Upon the final recommendations and findings by the Governor State Bank based on the findings, report and the recommendations of the Verification Committee or in accordance with the provisions of sub-section (14) of Section 10 of the Ordinance, the Corporation shall issue to the financial institution a transfer letter for the transfer to the Corporation of the non-performing assets that are on the books of the financial institution whether such non-performing assets are held by the financial institution along or jointly with other institution or institutions as of a date specified in the transfer letter. The form of the transfer letter shall, as nearly as possible, he as set out in Appendix III.

16. Handing over of original documents.- On the issuance of a transfer letter under rule 15, the concerned financial institution shall, within fourteen days of the transfer date, hand over all original documents and files, including the collateral and a statement of account prepared up to the date of the transfer of the non-performing assets which shall be duly verified under oath by the concerned authorized official of the financial institution.

CHAPTER VII
CONSIDERATION FOR NON-PERFORMING ASSETS

17. Payment.- The Corporation shall pay, in the manner specified in rules 18 and 19, to the concerned financial institution the outstanding amount as consideration for the transfer of the non-performing assets.

18. Privatization of financial institution.- In the event that privatization of a financial institution is effected prior to the third anniversary date, the Corporation shall:-

(a) pay to the financial institution on the date of privatization of such financial institution an amount equal to the net proceeds realized, if any from the non-performing assets until the date of such privatization; and

(b) issue a bond to the financial institution on the date of privatization of the financial institution for the difference between the outstanding amount and the net proceeds realized, if any, until the date of such privatization as reduced by the recovery fees and such other determined amounts.

19. Non-privatization of financial institution.-In the event that privatization of a financial institution is not effected prior to the third anniversary date, the Corporation shall:–

(a) pay to the financial institution on the third anniversary date an amount, equal to the net proceeds realized, if any, from the non-performing assets till such third anniversary date; and

(b) issue a bond to the financial institution on the third anniversary date for the difference between the outstanding amount and the net proceeds realized, if any, until the third anniversary date as reduced by the recovery fees and such other determined amount.
Explanation.- For purposes of rules 18 and 19 net proceeds with respect to any non-performing assets means the proceeds realized by the Corporation from any sale, lease or other disposition or financing of such non-performing assets less recovery fees to be retained by the Corporation and such other determined amounts.

20. Bonds.- Any bond issued under rules 18 and 19 shall bear return or profit from the date of the bond at a rate and have a repayment schedule as may be determined by the Federal Government, subject to a five years cut off period.

Appendix I
(See rule II)

The Board of Directors,
Corporate and Industrial Restructuring Corporation,
92-A/D-I. Main Boulevard Gulberg-II,
Lahore.
Re: Affirmation
Pursuant to sub-section (5) of Section 6 of the Corporate and Industrial Restructuring Corporation, 2000 (L of 2000), read with Rule 11 of the Corporate and Industrial Restructuring Corporation Rules, 2001, I ___________ affirm that I do not have any direct or indirect financial interest in, or have business connection with any obligor or financial institution whose non-performing assets are the subject aforesaid Ordinance. 1 undertake to inform the Board forthwith if in future, I develop any direct or indirect financial interest in, or have business connection with any obligor or financial institution whose non-performing assess are the subject of the aforesaid Ordinance.
Very truly yours

Appendix II
(See rule 13)

(On the Corporation Letterhead)
(Name and address of financial institution
ATTN: Chief Executive)
Re: Official Notice of Selection for Participation in Corporate and Industrial Restructuring Corporation Rehabilitation Programme.
Dear Sir,
The purpose of this letter is to provide you with formal notice that (name of financial institution) has been selected by the Corporate and Industrial Restructuring Corporation hereinafter referred to as the Corporation to participate in a programme of financial rehabilitation administered by the Corporation. You are hereby provided with an official notice that (name of financial institution) has been selected by the Board of Directors of the Corporation to participate in the rehabilitation program. The Corporation has been established under the Corporate and Industrial Restructuring Ordinance, 2000, hereinafter referred to as the said ‘Ordinance’. In accordance with the terms of the said Ordinance, the Corporation has been authorized to acquire non-performing assets as defined in the said Ordinance from financial institutions selected in this behalf. All terms not otherwise defined herein shall have their respective meanings set out in the said Ordinance or the Corporate and Industrial Restructuring Corporation Rules, 2001, as applicable.
In order to facilitate in the acquisition or transfer of the assets of the aforesaid financial institution the Corporation has prepared a Documentation Checklist, forms of which are attached as an exhibit to this letter. You are requested to photocopy these forms and complete all of the information called for in the form for each one of the non-performing assets of your bank meeting the delinquency criteria described in the said Ordinance. You are hereby directed to complete these forms for each non-performing asset and deliver a complete set of the completed forms not later than thirty days from the date of receipt of this letter. This information will then, in appropriate cases, be submitted to the Governor State Bank for his due evaluation through the Verification Committee constituted under Section 10 of the said Ordinance. Please note that the decision of the Governor State Bank of Pakistan made on the basis of the finding report and recommendations of the Verification Committee with regard to the calculation of liability of the obligor shall be final and binding unless shown to be contrary to the law.
After the receipt of the final recommendations and findings by the Governor State Bank based on the finding, report and the recommendations of the Verification Committee or attraction of the provision of sub-section (14) of Section 10 of the said Ordinance for the formal transfer of the non-performing assets agreed to be taken over by the Corporation, your financial institution will be required to execute a formal transfer and Assignment Agreement with the Corporation in order to ratify the transfer of assets to the Corporation. A form of the Official Transfer and Assignment Agreement is attached for your information.
We look forward to your cooperation.
Yours Sincerely,
Chief Executive

Attachments:
Documentation Checklist and Transfer and Assignment Agreement,
TRANSFER AND ASSIGNMENT AGREEMENT
This Agreement, entered into this _______ day of ________. By and between the Corporate and Industrial Restructuring Corporation (the ‘Corporation’) and ___________, a financial institution operating in the Islamic ‘Republic of Pakistan (the ‘Bank’).
WHEREAS

(1) The Bank currently holds on its books a large volume of non-performing assets, as hereinafter more fully described in the Schedule attached herewith, existence of which have created significant earnings problems for the Bank.

(2) Pursuant to the provisions of the Corporate and Industrial Restructuring Corporation Ordinance, 2000 (the ‘Ordinance’), the Corporation has been established for the purpose of acquiring non-performing assets from financial institutions such as the Bank.

(3) Pursuant to the Ordinance, the Bank has received notice that the final recommendations and findings by the Governor State Bank based on the finding, report and the recommendations of the Verification Committee are that its non-performing assets should be transferred to the Corporation;

(4) By operation of the law, and in accordance with the provisions of the Non-Performing Assets and Rehabilitation of Industrial Undertakings (Legal Proceedings) Ordinance, 2000 (‘Ordinance No. 2’), the non-performing assets as hereinafter defined as per Schedule A attached herewith have been transferred to the Corporation.

(5) The Bank and the Corporation wish to confirm the said transfer and to set forth in this agreement the applicable terms and conditions pertaining to the same.
Now, therefore, each of the parties hereto, intending to be fully bound, and in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged agrees with each other as follows:–
(1) Definitions:–
For the purposes of this Agreement, the words used herein shall have the meanings appearing in the Ordinance unless otherwise ascribed to them in this part;
‘anniversary date’ shall mean the date which is one year from the date of the execution of this agreement between the Bank and the Corporation.
‘Board’ shall mean the Board of Directors constituted under section 6 of the Ordinance.
‘book value’ shall mean the rupee amount, inclusive of principal and accrued profit, owed by any obligor in connection with any financial assets as reflected on the book as records of the Bank as of the transfer date hereof.
‘bond’ shall mean a bond issued by the Corporation and backed by the full faith and credit of the Islamic Republic of Pakistan in an amount equal to the adjusted purchase price of all non-performing assets transferred by the Bank to the Corporation hereunder, in accordance with such terms and conditions as are more fully described in para 3 of this agreement.
‘documentation checklist’ means a checklist substantially in the form as set out in Schedules A and B attached herewith by which the Bank shall provide certain specific information to the Corporation with respect to each non-performing assets.
‘financial asset’ means any short, medium or long term interest or non-interest bearing loan, finance, advance, lease, installment, term finance certificate, participation term certificate, musharaka, modaraba, profit and loss sharing agreement, redeemable capital, guarantee or contractual right to receive payment of money in respect of sums advanced or committed to an obligor by a financial institution including collateral pertaining thereto;
‘non-performing assets’ means any financial assets:-

(a) which is held as an asset on the books of a financial institution;

(b) with respect to which the obligor has been in arrears on any payment obligation for a period more than three hundred and sixty-five days, including:-

(i) collateral with respect to any financial assets; and
(ii) a whole or partial right or interest of a financial institution in any financial asset, that otherwise constitutes a non-performing asset including a financial asset with respect to which the financial institution has an ongoing funding obligation; and

(c) with respect to which the obligor’s outstanding payment obligation to any financial institution exceeds thirty million rupees.
Note.- A complete list of all non-performing assets transferred hereunder appears in Schedule A attached herewith.
‘purchase price’ with respect to any financial asset, means its book value, subject to adjustment in accordance with such terms and conditions as are more fully set forth in para 2 of this Agreement.
‘privatization’ means the sale of part or whole of the equity or beneficial interest in, and transfer of management and control of the Bank to any entity that is not a Government entity by the Privatization Commission of the Government of Pakistan; and
‘transfer date’ means the date of the signing of this Agreement.
2. Confirmation of Transfer of Financial assets:-
2.1 Non-Performing Assets transferred.- (a) The Corporation and the Bank do hereby confirm the transfer of all rights, title and interest of the Bank in the non-performing assets (as herein defined) listed in Schedule A attached here-with, whether or not listed on the books and records of the Bank as of the transfer date hereof, to the Corporation, as contemplated in Ordinance No. 2 and as became effective as of the transfer date.

(b) The Bank and the Corporation acknowledge and confirm that the rights acquired by the Corporation in the non-performing assets as described in sub-clause (a) hereof include, but are not necessarily limited to, any and all rights claims, priorities, agreements, documents, files, collaterals, security interests, charges, guarantees and other assets and properties (including, without limitation, claims under judicial proceedings, hypothecated shares or other properties) related thereto, whether currently possessed by the Bank or to which the Bank may have rights or claims. For purposes of this sub-section the parties acknowledge that rights acquired by the Corporation also include any partial right or interest of the Bank in any financial asset otherwise meeting the definition of a non-performing asset, such as a participation interest, and also include any financial asset with respect to which an ongoing funding commitment is associated; provided, however, that nothing in this Agreement shall obligate the Corporation to honour such commitment unless it shall elect, in its sole discretion, to do so.
2.2 Purchase Price: Adjustment. – Payment for the non-performing asset shall be made by the Corporation in an amount equal to the book value less:-

(i) any amount on the books of the Financial institution appearing as a specific reserve applicable to that non-performing asset.

(ii) any amount on the books of the financial institution appearing in a general loan loss and/or other reserve applicable to that non-performing asset; and

(iii) if, in the opinion of the Board, the book value of the non-performing asset, as adjusted in sub-clauses (i) and (ii), is higher than the estimated market price of the non-performing asset, the Board shall commission an independent evacuator to determine such market price and in the event that the market prices determined by the independent evacuator is lower than the book value as adjusted in sub-clauses (i) and (ii), such market price shall be deemed to he the purchase price.

2.3 Right to acquire Additional Financial Assets. – Should it deem fit the Corporation may acquire any additional financial assets owned by the Bank which relate to or affect in any way the collateral or other rights acquired by the Corporation pursuant to the operation of the Ordinance, as confirmed in accordance with this para. In such event, the Corporation shall pay the purchase price determined in accordance with para 2.2.
3. Method of Payment:–
3.1 Accounting prior to Issuance of Corporation Bond.- Upon the effective date of this agreement, but prior to the time when the Corporation issues the bond in accordance with paras 3.3 and 3.4 hereof, a separate subsidiary accounting ledger shall be maintained by the Corporation in respect of the non-performing assets acquired pursuant to this Agreement. The separate accounting, by which a record shall be kept disclosing the initial balance of the portfolio and the net proceeds (as hereinafter defined) thereof, as adjusted pursuant to Para 3.2 hereof, shall he maintained by the Corporation on a monthly basis through the end of the month in which the Corporation issues the Corporation bond. For purposes of this Para, with respect to any non-performing assets, the term ‘net proceeds’ shall mean an amount equal to the actual recovery of payment in cash, whether directly from borrowers or other parties obligated on the non-performing assets, or the cash proceeds derived from a sale to any third party or the Corporation, as the case may be, of the non-performing asset, or of collateral pledged to secure the non-performing assets, reduced by a recovery fee and a pro-rata charge reflecting the Corporation’s expenses of collection. For the purposes hereof, ‘expenses of collection’ shall include, but are not necessarily limited to, the following namely:-

(i) Salaries of the Corporation’s employees;

(ii) travel and/or subsistence expense;

(iii) fees, commissions or charges assessed by third parties;

(iv) expenses of telephone and facsimile;

(v) rental of office space;

(vi) real estate taxes, assessments, liens or other similar charges;

(vii) book-keeping, accounting, appraisal, audit or report expenses;

(viii) surety bonds and insurance coverage expenses; and

(ix) any other expenses directly or indirectly incurred by the Corporation.

3.2 Recover Fee.- In addition to the deduction from recoveries on the non-performing asset portfolio of expenses of collection as described in the preceding para, the Corporation shall be entitled to recover a fee, equal to two percent (2%) of gross recoveries, as compensation for its services.

3.3 Issuance of the Corporation Bonds at Privatization.-In the event that the privatization of the Bank is effected prior to the third anniversary date, the Corporation shall:-

(a) pay to the Bank on the date of the privatization of such Bank an amount equal to the net proceeds realized, if any, from the non-performing assets until the date of such privatization. Should such proceeds he in excess of the purchase price such excess-amount will be retained and remitted by the Corporation to the Federal Government; and

(b) issue a bond to the Bank (the ‘bond’) on the date of the privatization of the Bank for the difference between the purchase price and the net proceeds realized, if any, until the date of such privatization as reduced by the recovery fee and such other determined amount (as stated in paras 3.1 and 3.2).

3.4 Failure to Achieve Privatization.-In the event that privatization has not occurred before the third anniversary date, the Corporation shall on the third anniversary date; (i) tender to the Bank an amount equal to the balance of net proceeds, if any, as have been accumulated through the said third anniversary date, as disclosed by the subsidiary accounting ledger maintained by the Corporation pursuant to para 3.1. Should such net proceeds be in excess of the purchase price, such excess amount will be referred to and retained by the Corporation; and (ii) issue a bond to the Bank for the difference between the net proceeds enumerated in clause (i) above and the purchase price of the non-performing assets as reduced by the recovery fees and such other determined amount, should such net proceeds be less than the purchase price of the non-performing assets.

3.5 Shariah Complainant Return on Corporation Bonds.- The Corporation bonds shall bear a shariah compliant return on the unpaid and outstanding principal balance at a rate determined by the Federal Government. The shariah complaint return shall be paid on the holder of the Corporation bonds on a semi-annual basis.
4. Office Space, Services and Personnel for the Corporation:-
4.1 Office Space.- The Bank hereby agrees to provide, rent free to the Corporation such Office Space, including furniture, fixtures, equipment and utilities (including communication facilities) at the premises of the Bank as may be reasonably required by the Corporation for the discharging of its responsibilities as herein contemplated, for a period ending at the sooner of one year from the effective date of this Agreement or the effective date on which the Bank undergoes privatization.

4.2 Services.– (1) The Bank hereby agrees to provide, without any charge, such accounting support, loan administration and personnel services as the Corporation may reasonably require in order to adequately service the non-performing assets, until such time, not to exceed one year from the effective date of this Agreement, as the Corporation advises the Bank that it has achieved the capability of providing such services itself.

(b) During the one year period as described in the preceding clause (a), the Bank hereby agrees to properly, accurately and timely record all payments received on financial assets in which the Corporation has acquired an interest and to post those payments to the individual records in accordance with the terms of the respective financial asset documents, and to provide the Corporation with such reports as are necessary to meet the Corporation’s needs.

(c) During the one year period as described above, the Bank hereby agrees to remit to the Corporation on the 10th day of each month all payments, if any, collected and received by the Bank during the preceding month on the non-performing assets.
4.3 Personnel. – The Corporation and the Bank hereby agree that, as of the effective date hereof, the Bank shall make available and dedicate to the Corporation personnel of the Bank possessing such qualifications and skills as the Corporation may require (‘dedicated personnel’) for a period of time not to exceed the period the Corporation occupies office space pursuant to para 4.1. During such time, the dedicated personnel shall report exclusively to and he managed exclusively by the Corporation. All direct and indirect costs and expenses, including salaries, benefits and taxes, attributable to the dedicated personnel shall he paid by the Bank.

5. Representations and Warranties of Bank:- The Bank hereby represents and warrants to the Corporation as follows:-
5.1 No Charge Off.- None of the non-performing assets has been charged off the books of the Bank. All amounts claimed as principal indebtedness and accrued interest due from obligors represent current booked assets of the Bank, and no amount previously charged off the books of the Bank has been added back to the principal balance of any non-performing assets.
5.2 Cross-Collateral.- Bank has specifically disclosed to the Corporation the existence of any arrangement whereby a non-performing asset the transfer of which is herein confirmed is secured by collateral that also secures any other asset owned by the Bank.
5.3 Title.- Prior to the transfer date, the Bank was the owners and holder of each non-performing asset the transfer of which is herein confirmed.

5.4 Outstanding Balances; Documentation Checklist.- With respect to each of the non-performing assets identified in Schedule A attached herewith, the amount of indebtedness reflected by the Bank’s accounting records including any future obligations, outstanding principal and mark-up interest accrued and unpaid thereon, is accurate. With respect to each such non-performing asset, the bank has completed the documentation checklist as set out in Schedules A and B attached herewith and by this reference incorporated herein.
5.5 Authority.- The execution and every of this Agreement and performance by the Bank of its obligations hereunder has been duly authorized by all necessary corporate action on the part of the Bank.
5.6 Survival.- The warranties made by the Bank in accordance with this para shall survive the execution and closing of this Agreement.
6. Continuing Cooperation:–
The Bank hereby agrees at any time, and from time to time upon the request of the Corporation on and after the date hereof, to execute and deliver such further instruments and documents of conveyance as shall be reasonably necessary to secure with the Corporation full legal or equitable title in and to the financial assets transferred to the Corporation.
7. Limitation of Liability:-
The bank hereby agrees and acknowledges, in accordance with the provisions of the Ordinance, that the Corporation shall not have any liability to the Bank, or to any of its employees, shareholders, creditors or parties with whom the Bank has any contractual relationship, or to any other party claiming an interest in the subject-matter of this Agreement, nor may any action be brought or maintained in any Court or Tribunal against the Corporation by any such party, with respect to either the transfer of any financial assets to the Corporation as contemplated by this Agreement or any existing or future liability of the Bank to a third party, or with respect to any action or failure to take action by the Corporation in connection with any such financial asset acquired hereunder, including, without limitation, any waiver, release, or extension provided by the Corporation to any party whatsoever.
8. Miscellaneous:–
8.1 Entire Agreement.- This Agreement embodies the entire agreement of the parties in relation to the subject-matter herein and supersedes all prior understandings or agreements, oral or written, between the parties hereto.
8.2 Governing Law.- This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the law of the Islamic Republic of Pakistan.
8.3 Modification; Assignment.- No amendment or other modification, recession, release, annulment or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subject by the duly authorized representatives of the parties hereto.
8.4 Notice.– Any notice, request, demand consent approval or other communication to either party hereto shall be effective when received and shall be given in writing and delivered in person against receipt therefore, or sent by certified mail, postage prepaid, or courier service to the address furnished in writing by each party to the other.
8.5 No Third Pay Beneficiaries.- This Agreement is intended for the mutual and exclusive benefit of the Bank and the Corporation only, and for the benefit of no other party.
8.6 Waiver.- Any waiver by either party hereto of its respective rights, powers or privileges must be in writing in order to be effective. No failure or delay by either party to exercise any right, power or privilege hereunder shall operate as a waiver thereof.
8.7 Severability.- If any provision of this Agreement is invalid or unenforceable then, to the extent possible and legally permissible, all of the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives effective on the date first written above.
Bank Corporate and Industrial Restructuring Corporation
By:…………………….. By:……………………..
Title: President Title: Chief Executive
Witnesses:
1. ……………………… 2. ………………………
Name: ………………… Name: ………………….
Address: ……………… Address: ……………….
N.I.D. No……………… N.I.D. No………………

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