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Exhibit 10.36




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TABLE OF CONTENTS
 ARTICLE 1Land and Term
    
    
    11.1. The Land
    
    
    11.2. Condition of the Land
    
    
    21.3. Initial Term
    
    
    31.4. Delivery and Acceptance of Possession
    
    
    31.5. Extension of the Initial Term
    
    
    31.6. The Project/The Land
    
    
    3ARTICLE 2Permitted Uses; Compliance with Laws
    
    
    32.1. Permitted Uses; Continuous Operation upon Completion of Initial Improvements
    
    
    32.2. Compliance with Laws
    
    
    3ARTICLE 3Base Rent and Additional Rent
    
    
    53.1. Base Rent
    
    
    53.2. Payment of Base Rent
    
    
    63.3. Method of Payment
    
    
    63.4. Base Rent Net to Landlord
    
    
    63.5. Additional Rent
    
    
    63.6. No Release of Obligations
    
    
    7ARTICLE 4Real Estate Taxes
    
    
    74.1. Impositions
    
    
    74.2. Impositions Assessed Against the Landlord
    
    
    84.3. Tenants Failure to Promptly Pay Impositions
    
    
    84.4. Validity of Impositions
    
    
    8ARTICLE 5Insurance
    
    
    85.1. Liability, Hazard and Other Insurance
    
    
    85.2. Indemnity
    
    
    105.3. Waiver of Subrogation
    
    
    115.4. Landlords Insurance
    
    
    11ARTICLE 6Utilities and Services
    
    
    11ARTICLE 7Repairs and Maintenance
    
    
    11




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ARTICLE 8Environmental Indemnity; Reservation of Rights Under the Federal Facilities Agreement
    
    
    128.1. Definitions Related to Hazardous Materials
    
    
    128.2. Release of Hazardous Materials
    
    
    128.3. Indemnity
    
    
    128.4. Landlords Right to Inspect
    
    
    138.5. Reservation of Rights Under the Federal Facilities Agreement
    
    
    138.6. Monitoring Wells and Access Thereto
    
    
    148.7. Landlord to Exercise Its Rights under the Army Deed
    
    
    158.8. Receipt of Documents
    
    
    15ARTICLE 9Mortgages of Tenants Interest
    
    
    159.1. Permitted Mortgages
    
    
    159.2. Notice of Mortgage
    
    
    159.3. Status Report
    
    
    169.4. Protection of Leasehold Mortgagee
    
    
    169.5. Lending Institutions
    
    
    18ARTICLE 10Assignment and Subletting
    
    
    1810.1. Subletting
    
    
    1810.2. Assignment
    
    
    1910.3. Expenses of Landlord
    
    
    20ARTICLE 11Casualty Damage
    
    
    2011.1. Restoration
    
    
    2011.2. Conditions of Work
    
    
    20ARTICLE 12Eminent Domain and Public Dedication
    
    
    2012.1. Total, Partial Taking; Termination of Lease
    
    
    2012.2. Partial Taking  Lease Continues
    
    
    2212.3. Intentionally Deleted
    
    
    2212.4. Restoration of the Land
    
    
    2212.5. Intentionally Deleted
    
    
    2212.6. Intentionally Deleted
    
    
    2212.7. Abatement of Base Rent
    
    
    2212.8. Temporary Taking
    
    
    2212.9. Rights of Participation
    
    
    2212.10. Notice of Proceeding
    
    
    23ARTICLE 13Intentionally Omitted
    
    
    23




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ARTICLE 14No Broker Representation
    
    
    23ARTICLE 15Quiet Enjoyment
    
    
    23ARTICLE 16End of Term
    
    
    23ARTICLE 17Default17.1. Events of Default
    
    
    2417.2. Indemnity and Hold Harmless Provision
    
    
    2417.3. Landlords Right to Repossess
    
    
    25ARTICLE 18As Is Delivery Of The Land
    
    
    25ARTICLE 19Design and Construction of Initial Improvements
    
    
    2519.1. Compliance with Permits, Etc.; Soil Management Plan;
Definition of Initial Improvements
    
    
    2519.2. Permits; Due Diligence
    
    
    2619.3. Contracts for Construction of Initial Improvements
    
    
    2619.4. General Provisions Governing Construction of Initial Improvements
    
    
    2619.5. Time for Commencement and Completion of Initial
Improvements; Conditions Precedent to Commencement of Construction
    
    
    2719.6. Force Majeure
    
    
    2819.7. Substantial Completion
    
    
    2819.8. Signage
    
    
    28ARTICLE 20Alterations and Optional Improvements; No Landlord Obligations to Make Initial Improvements or
Optional Improvements
    
    
    2820.1. Conditions for Making Tenant Alterations and Optional Improvements
    
    
    28ARTICLE 21Ownership of Improvements
    
    
    29ARTICLE 22Miscellaneous Provisions
    
    
    2922.1. Nondiscrimination
    
    
    2922.2. Intentionally Deleted
    
    
    3022.3. The Landlords Liability; The Tenants Liability
    
    
    3022.4. Status Report
    
    
    30




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22.5. Provisions Binding
    
    
    3022.6. Invalidity of Particular Provisions
    
    
    3122.7. Filing of a Memorandum of Lease
    
    
    3122.8. Waiver
    
    
    3122.9. Landlords Right of Self-Help
    
    
    3122.10. Interest
    
    
    3222.11. Amendments
    
    
    3222.12. Governing Law
    
    
    3222.13. Notices
    
    
    3222.14. Intentionally Deleted
    
    
    3322.15. Force Majeure
    
    
    3322.16. Survival of Certain Provisions
    
    
    3322.17. Legal Costs Defined
    
    
    33ARTICLE 23Tenants Option to Purchase
    
    
    3323.1. Grant of Option; Option Period
    
    
    3323.2. Purchase Notice and Deposit
    
    
    3423.3. Purchase Price
    
    
    3423.4. Negative Covenant in Deed to the Land
    
    
    34




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EXHIBIT A
    
    Legal Description of the LandEXHIBIT B
    
    Evergreen Solar Unified PermitEXHIBIT C
    
    Utility Sales AgreementEXHIBIT D
    
    Sketch Plan Showing Monitoring Wells on the LandEXHIBIT E
    
    Project Grant AgreementEXHIBIT F
    
    Memorandum of LeaseEXHIBIT G
    
    Form of Purchase and Sale AgreementSCHEDULE 1.1
    
    Permitted EncumbrancesSCHEDULE 9.4(d)
    
    Determination of Fair Market RentSCHEDULE 23
    
    Determination of Fair Market Value




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SUMMARY OF LEASE
 LANDLORD:
    
    Massachusetts Development Finance AgencyTENANT:
    
    Evergreen Solar, Inc., a Delaware corporationLAND:
    
    The land known as Lot 2, Barnum Road, Town of Harvard,
Worcester County, Massachusetts, containing
approximately 23.11 acres of land, as more particularly
described in Exhibit Ato this LeaseIMPROVEMENTS:
    
    All buildings, structures and other improvements now or
hereafter existing on the Land.PREMISES
    
    The Land, together with the Improvements located
thereon.COMMENCEMENT DATE:
    
    As provided in Section 1.3 hereofTERM:
    
    Commencing on the Commencement Date and expiring at
midnight on the day immediately prior to the thirtieth
(30th) anniversary date of the Commencement
Date (the Term)PERMITTED USES:
    
    Uses of the Land permitted in accordance with the
provisions of Article 2 hereofRENT:
    
    Base Rent and Additional Rent as provided in Article 3
hereof




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Lease Landlord Tenant
 RECITALS:
  Project
 AGREEMENTS:
  RULES OF CONSTRUCTION; DEFINITIONS:
     TERMS OF THIS LEASE:
 Land and Term
 The Land Lot 2




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Exhibit A Appurtenant Easements Land Improvements Premises Permitted Encumbrances Reserved Easements DEC Governmental Authority
 Condition of the Land Schedule 1.2
 Tenants Termination Option
 2




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Initial Term Initial Term Commencement Date th Expiration Date Term
 Delivery and Acceptance of Possession
 Extension of the Initial Term First Option Term Second
Option Term
 The Project/The Land
 Permitted Uses; Compliance with Laws
 Permitted Uses; Continuous Operation upon Completion of Initial Improvements Permitted
Uses Exhibit B Unified
Permit
 Compliance with Laws
 3




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Laws
  4




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Base Rent and Additional Rent
 Base Rent Base Rent
 5




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Payment of Base Rent
 Method of Payment Rent
   Base Rent Net to Landlord
 Additional Rent Additional Rent
 6




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No Release of Obligations
 Real Estate Taxes
 Impositions TIF Agreement Impositions Imposition
   7




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Impositions Assessed Against the Landlord
 Tenants Failure to Promptly Pay Impositions
 Validity of Impositions
 Insurance
 Liability, Hazard and Other Insurance
   8




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9




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Indemnity
 10




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Waiver of Subrogation
 Landlords Insurance
 Utilities and Services
  Exhibit C
 Repairs and Maintenance
  11




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Environmental Indemnity; Reservation of Rights Under the Federal Facilities Agreement
 Definitions Related to Hazardous Materials
 Hazardous Materials Massachusetts Contingency Plan MCP Environmental
Laws
 Remedial Work
 Release of Hazardous Materials
 Tenants Agents
 Indemnity
 12




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Tenants Indemnity
  Landlords Right to Inspect
  Reservation of Rights Under the Federal Facilities Agreement Army Deed Army Grantor Grantee Registry
   13




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Monitoring Wells and Access Thereto Exhibit D
 14




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Landlord to Exercise Its Rights under the Army Deed
 Receipt of Documents
 Mortgages of Tenants Interest
 Permitted Mortgages Leasehold Mortgage
  Leasehold Mortgagee
   Notice of Mortgage
 15




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Status Report
 Protection of Leasehold Mortgagee
 Notice of Default
 Right to Remedy Defaults
 Leasehold Mortgagees Right to Prevent Termination/Exercise Purchase Option Forbearance Period
 16




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,
 Exercise of Remedies
 Insurance
 Benefit of Provisions Exclusive Leasehold Mortgagee Rights
 17




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Modification
 Merger
 Lending Institutions
 Assignment and Subletting
 Subletting
 A.
    
    The name of the proposed subtenant and a copy of the proposed form of sublease
(with a duly executed copy of such sublease to promptly follow upon execution thereof);B.
    
    Evidence that the proposed subtenants business is in compliance with the
Permitted Uses of the Land;C.
    
    Certificates of Good Standing (or certificates of qualification to do business
in the Commonwealth of Massachusetts if such subtenant is a foreign entity) of the
proposed subtenant issued by the Secretary of the Commonwealth of Massachusetts;
  18




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Assignment
   Exhibit E Project Grant Agreement Merger or Acquisition
Event
  19




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Expenses of Landlord
 Casualty Damage
 Restoration
 Conditions of Work
 Eminent Domain and Public Dedication
 Total, Partial Taking; Termination of Lease Condemnor Condemnation
 Total Taking
  20




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Partial Taking
 Award
 Distribution of Award
       21




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Partial Taking  Lease Continues
 Intentionally Deleted
 Restoration of the Land
 Intentionally Deleted
 Intentionally Deleted
 Abatement of Base Rent
 Temporary Taking
 Rights of Participation
 22




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Notice of Proceeding
 Intentionally Omitted
 No Broker Representation
   Quiet Enjoyment
  End of Term
  23




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Default
 Events of Default
 Indemnity and Hold Harmless Provision
 24




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Landlords Right to Repossess
 As Is Delivery Of The Land
 .
 Design and Construction of Initial Improvements
 Compliance with Permits, Etc.; Soil Management Plan; Definition of Initial
Improvements
 25




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Permits; Due Diligence
 Contracts for Construction of Initial Improvements
  General Provisions Governing Construction of Initial Improvements
   26




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Time for Commencement and Completion of Initial Improvements; Conditions Precedent
to Commencement of Construction
  Schedule 19 Phase I
Permits
  27




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Force Majeure
 Substantial Completion
 Signage
 Alterations and Optional Improvements; No Landlord Obligations to Make Initial Improvements or Optional Improvements
 Conditions for Making Tenant Alterations and Optional Improvements Optional Improvements
 Project
Certificate
 28




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Tank Farm Improvements
  Ownership of Improvements
  Miscellaneous Provisions
 Nondiscrimination
 29




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Intentionally Deleted.
 The Landlords Liability; The Tenants Liability
 Status Report
 Provisions Binding
 30




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Invalidity of Particular Provisions
 Filing of a Memorandum of Lease Exhibit F
 Waiver
 Landlords Right of Self-Help
 31




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Interest
 Amendments
 Governing Law
 Notices
 If to the Landlord:
    
    Massachusetts Development Finance Agency160 Federal StreetBoston, MA 02110Attn.: General CounselWith a copy to:
    
    Diane M. McDermott, Esq.McCarter & English, LLP265 Franklin StreetBoston, MA 02110If to the Tenant:
    
    Evergreen Solar, Inc.138 Bartlett StreetMarlborough, MA 01752Attn: Richard Chleboski, Vice PresidentWith a copy to:
    
    Goodwin Procter, LLP53 State StreetExchange Place
 32




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Boston, MA 02109Attn: R.J. Lyman, EsquireEric Labbe, Esquire
  NOTICE
THIS NOTICE REQUIRES REPLY.
 WITHIN [ ] DAYS
 Intentionally Deleted
 Force Majeure
 Survival of Certain Provisions
 Legal Costs Defined
 
 Grant of Option; Option Period
 Option
 Option Period
 33




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Exhibit G Purchase Agreement
 Purchase Notice and Deposit Purchase
Notice Exhibit G Purchase Deposit Escrow Agent
 Purchase Price
 Purchase Price
 th
 th
 Negative Covenant in Deed to the Land
  34




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MASSACHUSETTS DEVELOPMENT FINANCE AGENCYWitness:
    
    /s/ Richard W. Holtz
    
    
    
    By:
    
    /s/ Robert L. Culver

Robert L. Culver, President and C.E.O.
Executive OfficerEVERGREEN SOLAR, INC.Witness:
    
    /s/ Satvinder K. Dhami
    
    
    
    By:
    
    /s/ Richard Chleboski

Richard Chleboski, Vice PresidentAPPROVED AS TO FORM:MASSACHUSETTS DEVELOPMENT FINANCE 
AGENCYBy:
    
    /s/ Richard W. HoltzRichard W. Holtz, General Counsel
 35




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GLOSSARY OF DEFINED TERMS




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- 2 -




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- 3 -




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SCHEDULE 1.1




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SCHEDULE 1.2
 Notice of UXO, Asbestos, Underground Storage Tanks, Radon, Lead Based Paint, and
Wetlands Provisions
 Unexploded Ordinance
 UXO Documents
 UXO Protocol
 Notice of Asbestos, Underground Storage Tanks, Radon, Lead Based Paint, and Wetlands




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SCHEDULE 9.4(d)
 DETERMINATION OF FAIR MARKET RENT
    - 2 -




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SCHEDULE 23.2
 DETERMINATION OF FAIR MARKET VALUE




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EXHIBIT A