AGREEMENT FOR ASSIGNMENT OF CONTRACT BENEFITS

This AGREEMENT FOR ASSIGNMENT OF CONTRACT BENEFITS (the

‘Assignment Agreement’) is made on this the ___ day of _______________,
_________ of the Christian era.

EXECUTED BY:

THE ASSIGNOR : TOMA CONSTRUCTION & COMPANY

LIMITED, a private limited company incorporated
under the Companies Act, 1994, of Bangladesh with
Incorporation No. C-______ dated ______, Trade
Licence No. ______, issued by _________ and E-TIN:
________ of Circle – ____ (Companies), Taxes Zone –
______, having its registered office at Toma Tower,
77/1 Kakrail, Ramna Dhaka-1000, Bangladesh,
represented by its _______, Mr./Ms. _______
(hereinafter referred to as the “Assignor”; which
expression shall, unless excluded by or repugnant to the
context, mean and include its successors-in-interest,
legal representatives, administrators and Assignee).

IN FAVOUR OF:

THE FACILITY : UNITED COMMERCIAL BANK LIMITED, a

AGENT banking company incorporated and existing as a limited
liability company under the Companies Act, 1994, and
operating its banking business under the Bank
Companies Act, 1991, having its registered office at
CWS (A) 1, Road No. 34, Gulshan Avenue, Gulshan – 2,
Dhaka-1212; (hereinafter referred to as the “Facility
Agent”; which expression shall, unless excluded by or
repugnant to the context, mean and include its
successors-in-office, and assignee)

AND

THE SECURITY : UNITED COMMERCIAL BANK LIMITED, a

AGENT banking company incorporated and existing as a limited
liability company under the Companies Act, 1994, and
operating its banking business under the Bank
Companies Act, 1991, having its registered office at
CWS (A) 1, Road No. 34, Gulshan Avenue, Gulshan – 2,
Dhaka-1212; (hereinafter referred to as the “Security
 Agent”; which expression shall, unless excluded by or
repugnant to the context, mean and include its
successors-in-office, and assignee)

FOR THE BENEFIT AND INTEREST OF:

THE ASSIGNEES : 1. UNITED COMMERCIAL BANK LIMITED,

a banking company incorporated and existing as a
limited liability company under the Companies
Act, 1994, and operating its banking business
under the Bank Companies Act, 1991, having its
Corporate Head Office at CWS (A) 1, Road No.
34, Gulshan Avenue, Gulshan – 2, Dhaka-1212;

2. ____ BANK LIMITED, a banking company

incorporated and existing as a limited liability
company under the Companies Act, 1994, and
operating its banking business under the Bank
Companies Act, 1991, having its Registered
Office at _______________;

3. ____________ LIMITED, a non-banking

financial institution incorporated and existing as a
limited liability company under the Companies
Act, 1994, and operating its business under the
Financial Institutions Act, 1993 having its
Registered Office at ____________;

4. ____ BANK LIMITED, a banking company

incorporated and existing as a limited liability
company under the Companies Act, 1994, and
operating its banking business under the Bank
Companies Act, 1991, having its Registered
Office at _______________; and

5. ____ BANK LIMITED, a banking company

incorporated and existing as a limited liability
company under the Companies Act, 1994, and
operating its banking business under the Bank
Companies Act, 1991, having its Registered
Office at _______________;

(Party Nos. 1 to 5 are hereinafter collectively referred

to as the ‘Assignees’ and individually as a ‘Assignee’;
which expressions shall, unless excluded by or

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 repugnant to the context, be deemed to mean and
include their respective administrators, executors, legal
representatives, successors-in-interest and permitted
assignees)

WHEREAS:

A. Pursuant to the Facility Agreement dated _______________ (the ‘Facility

Agreement’) entered into among the Assignor as borrower company, the
Facility Agent, the Security Agent, the Assignees as Lenders and others, the
Assignees have decided to make available to the Assignor various credit
facilities of a maximum aggregate amount of BDT 5,500,000,000.00
(Bangladesh Taka five billion five hundred million) only for financing the
Project of the Assignor under terms and subject to the conditions set forth in the
Facility Agreement and other Finance Documents contemplated thereunder;

B. In terms of the Finance Documents, the execution and delivery of this

Assignment Agreement is one of the conditions precedents in granting the
Facilities to the Assignor by the Assignees and hence the Assignor has agreed,
inter alia, to execute this Assignment Agreement in favour of the Facility Agent
and the Security Agent, for and on behalf of, and for the benefit and interest of,
the Assignees under the terms and subject to the conditions set forth hereunder.

NOW, THEREFORE, THIS ASSIGNMENT AGREEMENT WITNESSETH

AND IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 For the purposes of this Assignment, unless otherwise defined herein or unless
the context otherwise requires, capitalized terms used but not otherwise
defined herein shall have the meanings as set forth in the Facility Agreement.

1.2 If any of terms and conditions contained in this Assignment Agreement

contradicts or conflicts with the Facility Agreement, the terms and conditions
of the Facility Agreement shall prevail.

1.3 The following terms shall have the meanings specified below:

‘Accounts Agreement’ has the same meaning given to it in the Facility

Agreement.

‘Acknowledgement of Assignment’ means the Acknowledgement of

Assignment substantially in the form set out in Annex 2 (Form of
Acknowledgement of Assignment).

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 ‘Proceeds Accounts’ has the same meaning ascribed to those in the Facility
Agreement.

‘Contract’ means the Project Contract Agreement as defined in the Facility

Agreement between the Employer and the CT Joint Venture with all other deeds
and documents contemplated thereunder as may be revised, supplemented,
renewed and amended from time to time.

‘Employer’ has the meaning given to it in the Facility Agreement.

‘Contract Benefits’ means the Company Receivables under the Project Contract
Agreement and the Contract Implementation Agreement as defined in the
Facility Agreement each and every rights, performance guarantees, liquidated
damages, warranties, remedies, compensations and receivables of the Assignor
under the Contract.

‘Notice of Assignment’ means the Notice of Assignment substantially in the

form set out in Annex 1 (Form of Notice of Assignment).

1.4 In this Assignment Agreement unless the context otherwise requires or there is
express provision to the contrary:-

1.4.1 clause headings are inserted for convenience only and shall not affect
the construction of this Assignment Agreement and unless otherwise
specified, all references to clauses are to clauses of this Assignment
Agreement;

1.4.2 words denoting the singular number shall include the plural and vice
versa;

1.4.3 references to persons include any individual, firm, company,

corporation, institution, committee, department, authority or other
body incorporated or unincorporated of any of the foregoing (whether
having separate legal entity or not) or any association or partnership of
two or more of the foregoing;

1.4.4 references to assets include property, rights and assets of every

description;

1.4.5 references to this Assignment Agreement or any other document or any

provision hereof or thereof are to be construed as references to this
Assignment Agreement or such other document or such provision as
amended, novated, supplemented or replaced from time to time
(whether before or after the date hereof) by agreement between the
parties hereto or thereto as the case may be;

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 1.4.6 references to any provision of any statute or subordinate legislation
include references to any statute. or subordinate legislation replacing,
modifying or consolidating the same;

2. ASSIGNMENT

2.1 In consideration of the grant of the Facilities by the Assignees to the Assignor
and as a condition of the Facility Agreement and other Finance Documents,
the Assignor, as beneficial owner and having all relevant rights and
entitlements hereby unconditionally and irrevocably assigns ALL THAT the
Contract and the Contract Benefits thereunder and all vested interest thereto
together with the right to claim payment and demand performance of, sue for
and enforce the same against the Employer, TO HAVE AND HOLD the
same unto the Facility Agent (acting under the instructions of the Instructing
Group) and the Security Agent (acting under the instructions of the Facility
Agent) for and on behalf of and for the benefit and interest of the Assignees
absolutely.

2.2 The Assignor shall notify the Employer, in the Form of Notification of
Assignment set out in Annex 1 of this Assignment Agreement, regarding the
assignment and instruct them to pay all the payments, receivables and
proceeds of the Contract to the relevant Proceeds Accounts as may be claimed
and designated by the Facility Agent (acting under the instructions of the
Instructing Group) or the Security Agent (acting under the instructions of the
Facility Agent) for and on behalf of and for the benefit and interest of the
Assignees absolutely.

2.3 The Assignor shall also procure the Employer to accept and acknowledge the
assignment in the Form of Acknowledgement of Assignment set out in Annex
2 of this Assignment Agreement.

3. REPRESENTATION AND WARRANTIES

3.1 The Assignor hereby warrants and represents until full settlement of the
Facilities that:

(a) it has the power to enter into this Assignment Agreement;

(b) the execution of this Assignment Agreement and the performance by it

of its obligations under this Assignment Agreement have been duly
authorised; and this Assignment Agreement has been duly executed
and constitutes valid and binding obligations on its part;

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(c) neither the execution nor the performance of this Assignment
Agreement will conflict with, or result in a breach of, any of the terms,
conditions or provisions of its Memorandum and Articles of
Association and/or any agreements, deeds, instruments or undertaking
of which the Assignor is a party;

(d) this Assignment Agreement has been duly executed by the authorised
officers of the Assignor and shall be valid, binding and enforceable on
the Assignor and except for the requisite stamp duties being paid no
other taxes or duties or registration with any authority is required by
law;

(e) all the deliverables of the Contract are duly owned, possessed and
maintained by the Assignor and duly insured with appropriate risk
coverage as may be required by the Assignees from time to time;

(f) the Assignor shall abide by the terms and conditions of the Contract
and shall procure the deliverables of the Contract upon compliance
with all the applicable laws and where necessary has duly registered in
its name with the competent government authorities of Bangladesh and
has all approvals, licences and permits from relevant government and
other authorities required;

(g) the deliverables of the Contract are/shall be duly operated and

maintained by the Assignor upon full compliance with all laws of
Bangladesh and rules and regulations of the concerned government
authorities of Bangladesh;

(h) the Assignor shall ensure that any payment, receivable and proceed of
the Contract and the Contract Benefits shall be deposited directly to the
relevant Proceeds Account, or any other account as may be designated
by the Facility Agent (acting under the instructions of the Instructing
Group) or the Security Agent (acting under the instructions of the
Facility Agent) for and on behalf of and for the benefit and interest of
the Assignees, so long as this Assignment Agreement shall be in effect;

(i) the Assignor shall maintain, at its own expense, public liability,
including without limitation, passenger liability and property damage
liability insurance and such other public liability insurance as may be
required to be maintained with respect to maintenance, repairs and
parts performed or installed by the Assignor for the deliverables of the
Contract;

(j) the Contract Benefits are bona fide receivables, rights and remedies
from the Employer to the Assignor; and

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 (k) the Assignor shall not have assigned or charged the Contract Benefits
in favour of any other person.

4. COVENANTS

4.1 The Assignor hereby covenants with the Assignees that:

(a) promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Assignees may
reasonably request for the purpose of obtaining, preserving,
confirming, or enforcing the full benefits conferred by this Assignment
Agreement and of the rights and powers herein granted, including the
registration of this Assignment Agreement with any governmental
authority and the execution and filing of such other instruments or
notices as the Agents and/or the Assignees shall deem appropriate;

(b) obtain any additional permits as may be necessary or reasonably desirable

or as the Agents and/or the Assignees may reasonably request in order
to perfect and maintain the full benefits conferred by this Assignment
Agreement;

(c) fulfill all of its duties and obligations under the Contract;

(d) ensure that the Contract will not under any circumstances be allowed to
expire or lapse and shall be renewed timely so that the rights, remedies
and entitlements of the Contract Benefits shall remain valid and
enforceable during the course of the Finance Documents;

(e) furnish notices and acknowledgements of this Assignment Agreement by the

Employer in favour of the Agents for the interest and benefit of the
Assignees;

(f) the Assignor will keep correct copies of all records, reports, notices,
correspondences and other documents relating to the Contract and the
Contract Benefits and will permit Agents and the Assignees and their
agents to inspect such documents;

(g) the Assignor will not execute any assignment or charge or purported
assignment or charge of the Contract and/or the Contract Benefits or
any part thereof in favour of any other person;

(h) if the Employer pays to the Assignor or the Assignor receives from the
Employer any amount or portion of amount under the Contract then it
shall hold such amount or portion of amount under the Contract on

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 trust for and on behalf and for the interest and benefit of the Agents
and the Assignees and shall immediately deposit such amount or
portion of amount under the Contract immediately without any delay in
the into the relevant Proceeds Accounts or any other account as may be
designated by the Facility Agent (acting under the instructions of the
Instructing Group) or the Security Agent (acting under the instructions
of the Facility Agent) for and on behalf of and for the benefit and
interest of the Assignees;

(i) credit the amounts received against the Contract and the Contract Benefits
and any other sum for which the Assignor is liable to account to the
Assignees under this Assignment Agreement into the relevant Proceeds
Accounts referred in paragraph (h) above, and the sums so credited
shall be set against amounts in connection with Facilities outstanding
and unpaid.

4.2 If the Facility Agent (acting under the instructions of the Instructing Group)
and/or the Security Agent (acting under the instructions of the Facility Agent)
and/or the Assignees shall by notice in writing given to the Assignor so
require in relation to any payment under the Contract, the Assignor shall at the
Assignor’s own cost:

(a) execute a legal assignment of the Contract and the Contract Benefits to
the Agents and the Assignees and at the option of the Agents and/or
the Assignees execute an irrevocable power of attorney in favour of the
Agents and/or the Assignees to demand, sue for, recover, receive and
give an effectual discharge for the debt in the name of the Assignor;

(b) afford the Agents and/or the Assignees all such assistance as may be
necessary to enable the Agents and/or the Assignees to recover and/or
enforce the Contract Benefits;

(c) collect and take all such action as may be required to enforce all
payments and receivables under the Contract and shall account for the
same;

(d) apply the amount, payments, receivables, proceeds under the Contract
towards repayment of the Facilities and other dues under the Finance
Documents to the Agents and/or the Assignees as and when required
by the Agents and/or the Assignees as payments falls due.

5. PAYMENT OF EXPENSES

5.1 The Assignor shall pay to the Agents and/or the Assignees and keep the
Agents and/or the Assignees indemnified against all costs, charges and

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 expenses which the Agents and/or the Assignees may incur in enforcing or
seeking to enforce the payment of the Contract, including costs of any steps or
proceedings taken by the Agents and/or the Assignees in the name of the
Assignor or in which the Agents and/or the Assignees may be a party or
joined. All sums which the Assignor may claim under this clause against the
Agents and/or the Assignees shall be conclusive.

6. NO ASSIGNMENT

6.1 The Assignor shall not be entitled to assign or charge any right or assign any
obligation under this Assignment Agreement without the consent in writing of
the Agents and/or the Assignees. However, the Agents and/or the Assignees
may assign its rights under this Assignment Agreement to any present or
future, directly or indirectly, affiliated company or to any third parties.

7. ACCELERATION

7.1 If at any time during the continuance in force of this Assignment Agreement:

(a) any of the Assignor commits any breach of the terms of this Assignment
Agreement; or

(b) any of the Assignor makes a composition or arrangement with its creditors
or have a winding up order made against it or pass a resolution for
voluntary winding up or have a receiver or manager of its business or
undertaking appointed or possession of any of its property or have any
distress or execution levied against any of its properties; or

(c) if the Employer shall for any reason fails to pay the payments, receivables
and proceeds of the Contract or any part thereof by the date required
by the Contract or shall before that date claim that any facts
whatsoever exist which may excuse it from payment against the
Contract or any part thereof on that date or which may give him a right
of set off in respect of the Contract or counterclaim which may be
available against the Assignor;

THEN the Assignor shall be liable to pay the Assignees the full amount of the
payments, receivables and proceeds of the Contract or the part of the Contract
Benefits remaining unpaid up to amounts in connection with the Facilities
outstanding and unpaid.

8. RECEIVER

8.1 At any time after this security becomes enforceable the Agents and/or the
Assignees may appoint a receiver on such terms as to remuneration and

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 otherwise as he thinks fit and may from time to time remove any such receiver
and appoint another in his place any such appointment or removal being in
writing.

8.2 Any receiver appointed herein shall be the agent/s of the Assignor, which shall
be responsible for the agent’s(s’) acts and defaults and for agent’s(s’)
remuneration, costs, charges and expenses.

8.3 The receiver appointed shall be entitled to exercise all the powers conferred
upon him by such law as may from time to time apply and by way of addition
to and without limiting those powers, such receiver shall have power:

(a) to collect all payments and to deposit all such moneys to the relevant
Proceeds Account towards adjustment of its liabilities under the Finance
Documents;

(b) to take over, perform or exercise any rights under the Contract;

(c) to sell, assign or transfer the Contract and the Contract Benefits in whole
or in part, so far as possible to any third party;

(d) to make any arrangement or compromise which he thinks expedient in

the interest of the Agents and/or the Assignees;

(e) to engage lawyers, accountants and agents for the above purposes upon
such terms as to remuneration or otherwise as he may determine;

(f) to do all such other acts and things as may be considered to be incidental
or conducive to any of the above matters.

9. INDEMNIFICATION

9.1 The Assignor undertake to indemnify the Agents and/or the Assignees against
all actions, proceedings, claims, demands, damages, penalties, costs, charges
and expenses in respect of or arising out for the enforcement of this
Assignment Agreement.

10. MODIFICATION OF THE OBLIGATIONS, ETC.

10.1 The Assignor shall remain obligated hereunder, and the assignment under this
Assignment Agreement shall remain binding and enforceable, notwithstanding
that, whether notified or not,

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 (a) any demand for payment of any moneys made by the Agents and/or the
Assignees or rescission of such demand by the Agents and/or the
Assignees;

(b) the liability of the Assignor pursuant to the Finance Documents or

under any security upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto,
may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered, or
released by the Assignee; or

(c) any of the Finance Documents is amended, supplemented, modified, or

terminated, in whole or part.

11. CONTINUING SECURITY

11.1 The Assignment Agreement under this presents shall be a continuing security
and shall:

(a) remain in full force and effect until full repayment of the Facilities,
(including interest, profits, fees, commissions, penalties, indemnities,
etc.), as amended, renewed, reduced, enhanced or rescheduled under
the Finance Documents or any supplemental, modification or
replacement thereto;

(b) be binding upon the Assignor and its successors-in-interest and

assigns; and

(c) inure, together with the rights and remedies of the Agents and/or the
Assignees hereunder, to the benefit of the Agents and/or the Assignees.

11.2 The assignment granted herein shall be in addition to and independent of every
other security the Assignor may at any time hold to secure the Facilities or any
portion thereof. Nothing contained in this Assignment Agreement shall be
construed as impairing or extinguishing any rights of the Agents and/or the
Assignees under any other security document.

12. SECURITY IMMEDIATELY ENFORCEABLE

12.1 This security shall become immediately enforceable upon the occurrence of
any events of default under the Finance Documents in such manner as
stipulated thereunder.

13. WAIVERS

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13.1 Without prejudice to the generality of this Assignment Agreement, the
Assignor hereby irrevocably and unconditionally waive, and agree that it shall
not at any time insist upon, plead or in any manner whatever claim or take the
benefit or advantage of any:

a. right to require the Agents and/or the Assignees to proceed against the
Assignor or any other security, or to proceed against or exhaust any
collateral held by the Agents and/or the Assignees, at any time before
exercising its rights hereunder;

b. notice that may be required to preserve any right of the Agents and/or
the Assignees or any portion thereof, including presentment and
demand;

c. counterclaim or offset of defenses of any kind relating to the Assignor’

obligations herein against the Agents and/or the Assignees that may
arise in the future.

14. NOTICE

14.1 Any notice required or authorised to be given to either party by any provision
of this Assignment Agreement shall be sufficiently given if sent by facsimile,
registered post or courier, or delivered by hand, to that party’s address
indicated at the beginning of this Assignment Agreement or as notified
otherwise in writing by the party.

15. MISCELLANEOUS

15.1 No waiver by either party on any breach or default of any provision herein
contained by the other party, whether subsequently performed or not, shall be
construed as a waiver of any succeeding breach of the same or any other
provision. Nor shall any neglect, forbearance, or delay in the enforcement
thereof shall be deemed to constitute a waiver any of rights under the
provisions of the Assignment Agreement unless such waiver is in writing and
executed by the party not in breach.

15.2 In the event that any of the terms, conditions or provisions of this Assignment
Agreement shall be determined to invalid, unlawful or unenforceable to any
extent such term, condition or provision shall be severed from the remaining
terms, conditions and provisions which shall continue to be valid to the fullest
extent permitted by law.

15.3 Without prejudice to the right of the Agents and/or the Assignees to bring suit
in any appropriate jurisdiction, any dispute, suit, action, or proceeding to
enforce this Assignment Agreement (a ‘Proceeding’) may be brought in any

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 court of competent jurisdiction in Bangladesh. The Assignor irrevocably:

(a) agrees for the exclusive benefit of the Agents and/or the Assignees that
such courts shall have jurisdiction in relation to such Proceedings;

(b) consents and submits unconditionally to the non-exclusive jurisdiction

of such courts for itself and in respect of any of its property;

(c) agrees that any judgement or order rendered by any such court in any
proceeding shall be conclusive and binding upon the Assignor and may
be enforced without review in the courts of any other jurisdiction; and

(d) consents in respect of any proceeding arising out of or in connection

with this Assignment Agreement to the granting of any relief or the
issuing of any process in connection with such proceedings, including
the enforcement or execution of any order or judgement rendered in
such proceeding against any of its property or assets.

15.4 This Assignment Agreement shall only be amended by an agreement in

writing between the parties.

15.5 The rights or remedies provided for herein are cumulative and are not
exclusive of any other right, power, or remedy provided by law. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion of any other appropriate right or remedy.

15.6 If, and to the extent that, the obligations of any party under any
indemnification provision herein are unenforceable for any reason, such party
shall make the maximum contribution to the payment and satisfaction thereof
as is permissible under applicable law.

15.7 This Assignment Agreement shall inure and be binding on each party’s
successors-in-interest and permitted assigns.

15.8 This Assignment Agreement shall be subject to, governed by and construed in
accordance with the laws of Bangladesh.

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AS WITNESS WHEREOF the Assignor hereto has caused this Assignment
Agreement to be executed on the day and year first above written.

SIGNED, SEALED and DELIVERED

For and on behalf of
TOMA CONSTRUCTION & COMPANY LIMITED

_______________________
Name:
Title:

Prepared by:

SADAT SARWAT & ASSOCIATES

House No. 28, Road No. 23
Gulshan-1, Dhaka-1212
Bangladesh

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 ANNEX 1
(Form of Notice of Assignment)
[Ref. No.]

[Date]

To:
Mr. _____________
________________
________________
________________
________________

Subject: Notification of Assignment of Contract Benefits

Reference: Contract No ___________ dated ______

Dear Sir(s),

I/we write to notify you that I/we have assigned the right to receive all kinds of
payments, benefits, proceeds, receivables, performance guarantees, liquidated
damages, warranties, remedies, compensations and receivables and other rights (the
‘Contract Benefits’) under the Contract referenced above in favour of a syndicate of
lenders and investor (the ‘Assignees’) and their Facility Agent and Security Agent,
United Commercial Bank Limited, ________________ as an exclusive continuing
charge to secure the credit Facilities provided by the Assignees to us.

Accordingly, please acknowledge in the form attached the exclusive continuing

charge over the Contract Benefits and your commitment to effect payment under the
Contract into my/our account No._________________ maintained with _________
Bank Limited or other such account with such other bank as may be notified to you by
the Facility Agent or the Security Agent from time to time without reference to me/us,
and notwithstanding my/our protest, if any, and until you receive notice in writing
from the Facility Agent or the Security Agent that payments are no longer to be so
made.

Sincerely,

For and on behalf of

TOMA CONSTRUCTION & COMPANY LIMITED

____________________
Name:
[Title:]

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cc: [Name, title, department], _________ Bank Limited, ________________

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 ANNEX 2
(Form of Acknowledgement of Assignment)
[Ref. No.]

[Date]

To:
____________ Bank Limited
________________
________________

Attention: [Name], [Title], [Department]

Subject: Acknowledgement of Notification of Assignment of Contract

Benefits

Reference: Contract No ___________ dated ______

Dear Sirs,

I/we refer to the above Contract between Toma Construction & Company Limited
(the ‘Company’) and ____________________ Ltd.

I/we confirm and acknowledge your exclusive continuing charge in and over the
payments to be made under the above Contract referenced above.

I/we hereby unconditionally and irrevocably undertake to effect all kinds of payments
under the Contract to the account No._________________ of the Company
maintained with _________ Bank Limited or other such account of the Company with
such other bank as may be notified to me/us by you from time to time by the Facility
Agent or the Security Agent without reference to the Company, and notwithstanding
any protest from the Company, and until I/we receive a notice in writing from you
that payments are no longer to be so made.

Sincerely,

For and on behalf of

____________________
Name:
Title:

cc: [Name, title, address of Toma Construction & Company Limited]

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