DEED OF EXCHANGE OF PROPERTIES, ONE BEING SUBJECT TO MORTGAGE AND OTHER SUBJECT TO LEASE

THIS DEED OF EXCHANGE is made at... this ... day of... between 'A' of ... hereinafter called 'the Party of the First Part of the One Part and B of... hereinafter called 'the Party of the Second Part', of the Other Part.
WHEREAS -
1. The Party of the First Part is now seized and possessed of or otherwise well and sufficiently entitled to the land, and premises situate at ... and more particularly described in the First Schedule hereunder subject to a mortgage hereinafter recited.

2. By a Deed of Mortgage dated the……day of.......made between the Party of the First Part therein referred to as 'the Mortgagor' and Mr. X therein referred to as 'the Mortgagee' and registered at the Sub Registrar's office at... under S. No……of Book No.1. the Party of the First Part has granted and transferred the said property described in the First Schedule hereunder written to the said Mortgagee to secure a sum of Rs.... lent and advanced by the said Mortgagee to the Party of the First Part, and interest thereon, subject to equity of redemption and on the terms, powers and provisions therein contained.

3. The said Party of the Second Part is seized and possessed of or otherwise well and sufficiently entitled to the land and premises situate at ... more particularly described in the Second Schedule hereunder written free from encumbrances subject to a lease hereinafter recited. By a Deed of Lease dated the ... day of... made between Mr. Y therein referred to as the Lessor of the One Part and the Party hereto of the Second Part, therein referred to as 'the Lessee' of the Other Part the said Lessor has demised the said property described in the Second Schedule hereunder written unto the Party of the Second Part for a period of 999 years commencing from the ... day of... at the rent and subject to the covenants, terms and conditions therein contained and which Deed of Lease is registered at the office of the Sub Registrar at... under Serial No. ...of Book No. I,

4. The values of the said land and premises described in the First Schedule hereunder written subject to the said mortgage and the value of the said land and premises described in the Second Schedule hereunder subject to the said lease are equal namely Rs.   (Rupees...). 

5.It has been agreed between the parties hereto to exchange their respective properties viz. the Party of the First Part agrees to convey the land and premises described in the First Schedule hereunder written unto and to the use of the Party of the Second Part, subject to the said mortgage in consideration of the Party of the Second Part assigning the said land and premises described in the Second Schedule hereunder written unto and to the use of the Party of the First Part subject to the said lease.

6. The Parties hereto have now agreed to execute this Deed of Exchange.
NOW THIS DEED WITNESSETH that in pursuance of the aforesaid agreement and in consideration of the Party of the Second Part assigning to the Party of the First Part the said leasehold land and premises situate at ... and more particularly described in the Second Schedule hereunder written He the Party of the First Part doth hereby grant and convey by way of exchange unto the Party of the Second Part absolutely and forever ALL that piece of land and premises situate, lying and being at ... and more particularly described in the First Schedule hereunder written together with all and singular the buildings, and structures thereon and all other things permanently attached thereto or standing thereon and all the liberties, easements, profits, privileges, advantages, rights, members and appurtenances whatsoever to the said piece of land and premises belonging or in anywise appurtaining to or with the same or any part thereof and now or at any time heretofore usually held. used, occupied or enjoyed or reputed or as part or member thereof or be appurtenant thereto AND ALL the estate, right, title, interest, use, possession, benefit, claim and demand whatsoever both at law and in equity of the Party of the First Part into, out of or upon the said piece of land TO HAVE AND TO HOLD the said piece of land and all and singular other the premises hereby granted and conveyed by way of exchange or intended so to be with their and every of their rights, members and appurtenances UNTO and to the use and benefit of the Party hereto of the Second Part forever SUBJECT to payment of all rents, taxes, assessments rates dues and duties now chargeable upon the same or which may hereafter become payable in respect thereof to the Government or the Municipal Corporation or any other Local Authority AND subject to the said Mortgage evidenced by the Deed of Mortgage hereinabove recited and the liability for payment of the said principal amount of loan and all interest thereon hereafter payable and other moneys payable under the said Deed of Mortgage.
AND the Party of the Second Part covenants with the Party of the First Part that he the Party of the Second Part will pay the amount, for principal and all interest to accrue due thereon and all other moneys payable under the said Deed of Mortgage as and when they become due and payable as if he was the mortgagor under the said Deed of Mortgage and shall indemnify and keep indemnified the Party of the First Part against and for all loss, costs, charges and expenses that the Party of the First Part may suffer or incur on account of or under his personal covenant to pay the said amount payable under the said Deed of Mortgage.
AND THIS DEED FURTHER WITNESSETH that in pursuance of the aforesaid agreement and in consideration of the Party of the First Part having conveyed to the Party hereto of the Second Part the land and premises situate at... and more particularly described in the First Schedule hereunder written unto and to the use of the Party of the Second Part in manner aforesaid HE the Party of the Second Part doth hereby assign by way of exchange unto the Party of the First Part All that piece of land and premises situate, lying or being at... and more particularly described in the Second Schedule hereunder written together with all and singular the buildings and structures thereon and all the things permanently attached thereto or standing thereon and all the liberties, easements, profits, privileges, advantages, rights, members and appurtenances whatsoever to the said piece of land and premises belonging or in anywise appurtaining to or with the same or any part thereof now or at any time heretobefore usually held, used, occupied or enjoyed or reputed or known as part or member thereof or be appurtenant thereto and comprised in the said deed of (ease AND ALL the estate, right, title, interest, use, possession, benefit, claim and demand whatsoever both at law and in equity of the Party hereto of the Second Part into out of or upon the said piece of land and premises or any part thereof TO HAVE AND TO HOLD the said piece of land and all and singular other the premises hereby assigned by way of exchange or intended so to be with their and every of their rights, members and appurtenances UNTO and to the use and benefit of the Party hereto of the First Part for all the residue of the term of 999 years, granted by the Deed of Lease hereinbefore recited and subject to the payment of rent thereby reserved and to the observance and performance of all the covenants, terms and conditions to be observed and performed by the Lessee under the said Deed of Lease AND SUBJECT to payment of all rents, taxes, assessments, rates, dues and duties, now chargeable upon the same to the Government or the Municipal Corporation or to any other Local Authority and payable by the Lessee.
AND the Party of the First Part hereby covenants with the Party of the Second Part that he the Party of the First Part will regularly pay the rent reserved by the said Deed of Lease and observe and perform the covenants, terms and conditions to be observed and performed by the Lessee thereunder And that the Party of the First Part will indemnify and keep indemnified the Party of the Second Part against and for all losses, costs, charges and expenses that the Party of the Second Part may suffer or incur on account of the non-payment of rent and non-observance or non-performance of the covenants, terms and conditions to be observed and performed by the Lessee under the said Deed of Lease.

And each of the parties of the First and Second Part mutually covenant with the other that 1. He has now in himself good right, full power and absolute authority to grant and assure the piece of land and premises hereby granted, assigned or assured or intended so to be by him unto and to the use of the Other Party in the manner aforesaid.
2. That the Other Party shall and may at all times hereafter peaceably and quietly enter upon, have occupy possess and enjoy the land, and premises conveyed to him and receive the rents, issues and profits thereof and of every part thereof to and for his own use and benefit without any suit, eviction, interruption, claim or demand whatsoever from or by him the covenanting party or his heirs, or any of them or any person or persons lawfully or equitably claiming or to claim by,  from, under or in trust for them or any of them.
3. Subject to what is herein mentioned the said land and premises are free and clear and freely, clearly and absolutely acquitted, exonerated and forever discharged or otherwise by each of them well and sufficiently saved, defended and kept harmless and indemnified of, from and against all former and other estates, title, charges and encumbrances whatsoever made, executed occasioned or suffered by him the covenanting party or by any other person or persons lawfully or equitably claiming or to claim by, from, under or in trust for him, them or any of them.
4. He the covenanting party and all persons having or lawfully claiming any estate or interest whatsoever in the said land and premises conveyed by him or any party thereof shall and will from time to time and at all times hereafter at the request and costs of the other of them do and execute or cause to be done and executed such further and other acts, deeds, things, conveyances and assurances whatsoever for the better and more perfectly assuring the said land and premises conveyed to him by the other and every part thereof unto and to the use of, the party to whom it is conveyed in manner aforesaid as by him, his heirs, executors,  administrators and assigns shall be reasonably required.
IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.
THE FIRST SCHEDULE ABOVE REFERRED TO
X  X XXX
THE SECOND SCHEDULE ABOVE REFERRED TO
X  X XXX
Signed and delivered by the           )
withinnamed Mr. A Party of the    )
First Part in the presence of            )

Signed and delivered by the           )
withinnamed Mr. B Party of the     )
Second Part in the presence of       )