2015. If the Borrower has made early repayment of such loan with consent of the ENTRUSTER,the interest shall be calculated and charged on basis of actual number of days for loan utilizationand actual sum utilized.**Article 4**Purpose of Loan: The entrusted loan under this CONTRACT will be used for purchase ofequipment.**Article 5**Schedule of Loan Utilization: see Appendix (1)**Article 6**Repayment of Loan: The schedule and method of repayment of the loan by the BORROWER arestipulated as follows:The principal and interest of the Loan are paid by the borrower to the bank account designatedby the Entruster as per agreed scheduleThe BORROWER shall transfer the principal and interest of such loan to the account designated bythe ENTRUSTER on schedule.**Article 7**Loan Guarantee: The Guarantor of such entrusted loan determined by the ENTRUSTERis___**/**___; The Guarantee Mode is ___**/**___. The *Guarantee Contract*is separately attached.**Article 8**Extension of Loan Term: The ENTRUSTER, the FIDUCIARY and the BORROWER, through amicableconsultation between the ENTRUSTER and the BORROWER, can enter into a loan term extension contract10 days ahead of maturity date.**CHAPTER 2 THE DUTIES AND OBLIGATIONS OF THE ENTRUSTER****Article 9**The ENTRUSTER shall deposit adequate fund to the account specially opened with theFIDUCIARY for entrusted capital and cause the FIDUCIARY to transfer the entrusted loan to theaccount of the BORROWER on the same day.**Article 10**The ENTRUSTER shall supervise/cause the FIDUCIARY to supervise the use ofentrusted loan by BORROWER. The supervision matters entrusted by the ENTRUSTER: (mark √ incorresponding checkbox for what is chosen as follows and marked × for what is not chosen):o Supervision on whether the BORROWER is using the loan for the purpose specified under this CONTRACT;o Supervision on project execution;o Assisting in supervision on production and operation management of the BORROWER;o Assisting in supervision on production and operation management of the Guarantor;o Assisting in safekeeping of guaranties (Mortgage Contract No.                     ) under this CONTRACT;o Assisting in safekeeping of pledged material and documents of titles (Pledge Contract No.                     ) under this CONTRACT;**Article 11**The ENTRUSTER who has approved the BORROWER to make early repayment shall notify theFIDUCIARY in writing of handling formalities concerning the repayment in advance by the BORROWER.**Article 12**The ENTRUSTER will have the recovered principal and interest of the loan transferred tothe following account:Business Name: EVERGREEN SOLAR (CHINA) CO., LTD
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Deposit Bank: The Sub-Branch of WUHAN EAST LAKE DEVELOPMENT ZONE, ICBCAccount Number:                                                             **Article 13**If the BORROWER has failed to repay the principal and interest on schedule, theENTRUSTER shall have the right to cause the FIDUCIARY to withhold corresponding sum directly fromthe account of the BORROWER.**Article 14**If the entrusted loan shall be guaranteed in the manner whatsoever reasonablyacceptable, the ENTRUSTER himself shall examine the guarantee capacity of the guarantor, theownership and value of the mortgage (pledge) as well as feasibility of materialization of right tomortgage (pledge). The FIDUCIARY shall bear no obligation of examination.With regard to renewable loan with guarantee, the ENTRUSTER shall obtain prior consent of theGuarantor and notify the FIDUCIARY in writing of renewing Guarantee Contract for Renewed Loan withthe Guarantor.All expenses incurred for handling related guarantee formalities shall be covered by the ENTRUSTER.**Article 15**If the operational condition of the BORROWER is deteriorating or any other abnormalsituation endangering the security of entrusted loan fund has arisen, the ENTRUSTER shall have theright to cause the FIDUCIARY to provide assistance in recovery of the entrusted loan in advance.**Article 16**The ENTRUSTER shall have the right to dun the BORROWER for repayment of the principaland interest of the entrusted loan or to take legal action against the BORROWER.**CHAPTER 3 THE DUTIES AND OBLIGATIONS OF THE FIDUCIARY****Article 17**The FIDUCIARY shall check the loan contract against what is specified in *Notice of**Entrusted Loan*issued by the ENTRUSTER and then handle the procedure of loaning if it is confirmedthat the entrusted fund is fully paid in.**Article 18**The FIDUCIARY, at the request of the ENTRUSTER, shall transfer the principal andinterest repaid by the BORROWER to the account of the ENTRUSTER in a timely manner and shallclearly indicate the purpose of the principal of entrusted loan or interest paid on the fundtransfer voucher.**Article 19**During Contract Period, if the BORROWER failed in repayment of the principal andinterest on schedule due to mismanagement or impairment and loss of pledged property or if theBORROWER was engaged in malpractice, the FIDUCIARY might cancel this CONTRACT in advance at therequest of the ENTRUSTER and deduct the principal and interest of the loan directly from theaccount of the BORROWER.**Article 20**The FIDUCIARY shall dun the BORROWER in writing in a timely manner for repayment of theoverdue principal and interest; if the BORROWER has surely become unable to repay the loan duringguarantee period, the FIDUCIARY shall dun the Guarantor in writing in a timely manner for thepayment, and shall informed the ENTRUSTER of dunning the BORROWER and the Guarantor.**Article 21**If the FIDUCIARY and the BORROWER are not located at the same place, the FIDUCIARY maysub-entrust some business of entrusted loan to an ICBC service office at the locality of theBORROWER. The FIDUCIARY shall be responsible for corresponding act of so sub-entrusted ICBC office.**Article 22**The FIDUCIARY shall be entrusted by the ENTRUSTER to supervise the use of the loan bytaking measures as follows:All payments of the BORROWER must be made at the entrusted bank in strict according with“Schedule of Loan Utilization” with due authorization of the attorney designated by the ENTRUSTER(see Authorized Seal to Appendix 2).**Article 23**If such entrusted loan is required to be guaranteed, the FIDUCIARY shall enter into a
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guarantee contract in relation hereto with the Guarantor designated by the ENTRUSTER, as notifiedby the ENTRUSTER in writing, and thus handle formalities of notarization and registrationnecessary. The FIDUCIARY shall have the right to require the ENTRUSTER to cover all expensesincurred during procurement of guarantee.**CHAPTER 4 THE DUTIES AND OBLIGATIONS OF THE BORROWER****Article 24**The BORROWER shall open a primary account or general deposit account with a serviceoffice of the FIDUCIARY for any further handling of drawing and repayment of the loan, the paymentof the interest and other matters in relation hereto or associated therewith.**Article 25**The BORROWER shall bring forward the due bill to the FIDUCIARY for the drawing of loanfund in lump sum or in installment on the basis of “Schedule of Loan Utilization” mutually agreed.**Article 26**The BORROWER shall use such entrusted loan for agreed purpose, instead of peculation andunwanted diversion.**Article 27**The BORROWER shall make sure his deposit at the account opened with the FIDUCIARY isenough to repay the interest or principal due and payable to date prior to expiry date for interestor redemption date as agreed under this CONTRACT; repay the principal and pay interest at thespecified rate within agreed time limit.**Article 28**During the term of this Contract, the use of the loan must be under the inspection andsupervision of the ENTRUSTER and the FIDUCIARY. The BORROWER shall offer related financialstatement and other related information to the ENTRUSTER and the FIDUCIARY upon request.**Article 29**During the term of this Contract, in the event of substantial investment, shareholdingrestructuring, contracting, leasehold, forming a consortium, merger (acquisition), separation,establishing joint venture (cooperative) with foreign investors, compensated transfer of propertyright or application for dissolution and so forth, the BORROWER shall notify the ENTRUSTER and theFIDUCIARY in writing 60 days ahead of schedule.**Article 30**The BORROWER, if desiring to make early repayment, shall file an application in writingto the ENTRUSTER/the FIDUCIARY 60 days ahead of schedule and shall obtain written consent of theENTRUSTER.**Article 31**The BORROWER, if desiring to extend or renew such entrusted loan, shall file anapplication in writing to the ENTRUSTER 60 days ahead of schedule and shall obtain written consentof the ENTRUSTER.**Article 32**The BORROWER shall accept that such institutions as sub-entrusted by the FIDUCIARY havethe legal capacity as a proxy and undertake to perform all obligations under this CONTRACT towardssuch institutions as sub-entrusted by the FIDUCIARY.**CHAPTER 5 LIABILITIES FOR BREACH OF THE CONTRACT****Article 33**If the BORROWER has used the loan for any purpose other than that mutually agreed underthis CONTRACT, the FIDUCIARY shall have the right to charge penalty interest at the rate of0.5‰ per day on the basis of loan interest rate under this CONTRACT as well as sum at defaultand period overdue according to the written instruction of the ENTRUSTER.**Article 34**If the BORROWER has failed to repay the principal and interest on schedule, theFIDUCIARY shall have the right to charge penalty interest at the rateof 0.5‰ per day on thebasis of loan interest rate under this CONTRACT as well as sum at default and period overdueaccording to the written instruction of the ENTRUSTER.**Article 35**If the FIDUCIARY has failed to provide and allocate the entrusted loan of specifiedamount within agreed period, the ENTRUSTER shall have the right to charge penalty from the
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FIDUCIARYat the rate of 0.5‰ per day on the basis of sum at default and period overdue.**Article 36**During the term of this CONTRACT, should any one of the following circumstances occurthe BORROWER would be deemed breach of contract and then the FIDUCIARY should have the right tosuspend loaning and call back the loan in advance or deduct the principal and interest from theaccount of the BORROWER without prior notice to the BORROWER according to the written instructionof the ENTRUSTER:(1) Failure to repay the principal and interest in the manner specified under this CONTRACT;(2) Failure to use the loan for the purpose specified herein;(3) Past due loan and remaining failure in repayment even dunned by the FIDUCIARY;(4) Failure to offer any information concerning financial situation as required by the ENTRUSTERand the FIDUCIARY or having offered false financial statements;(5) Involvement in litigation or arbitration procedure and other legal proceedings;**Article 37**If the ENTRUSTER has failed to pay commission charges or other fees for guarantee orlegal action, the FIDUCIARY shall have the right to deduct corresponding sum of such fees orcharges from the account of the ENTRUSTER or withdraw from the principal and interest repaid by theBORROWER.**CHAPTER 6 MISCELLANEOUS****Article 38**All notices or instructions under this CONTRACT shall be serviced in writing, ifserviced in person or through correspondence, the date received by recipient shall be regarded asthe date serviced; if serviced by way of fax, the date responded by other fax shall be regarded asthe date serviced.**Article 39**The modification and cancellation of Contract: upon this CONTRACT has become effective,if any of the ENTRUSTER, the FIDUCIARY and the BORROWER is desiring to modify any provisionsherein, tripartite consultation associated therewith shall be conducted without prejudice to anycondition and provision specified in *AGREEMENT OF AGENCY BY ENTRUSTMENT*(No.___) made be andbetween the ENTRUSTER and the FIDUCIARY in 20___, *Notice of Entrusted Loan*serviced by theENTRUSTER on the ___day of the ___month of 20___and the state laws and regulations, if aguarantor is involved, the written consent from the guarantor must be acquired.**Article 40**Any dispute arising out of or in connection with the performance of this CONTRACT may besettled through consultation or through the following method (2) in case of failure inconsultation:(1) File a request with                      Arbitration Committee for arbitration;(2) File a suit with the people’s court at the domicile of the FIDUCIARY.**Article 41**Miscellaneous issues as agreed by the ENTRUSTER, the FIDUCIARY and the BORROWER (thisArticle shall neither conflict with other provisions hereunder nor prejudice their substantialrelation between rights and duties):The borrower agrees to absorb bank charges associated with the application of the entrustedloan and fee charge is 0.1% of the loan which will be due to the entruster upon the time of loanrepayment or maturity.**Article 42**Any matters uncovered herein shall be governed by the laws and regulations of thePeople’s Republic of China as well as the financial policies in relation hereto or associatedtherewith.**Article 43**This CONTRACT shall become effective when officially sealed by the ENTRUSTER,
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the FIDUCIARY and The BORROWER, and duly signed by their respective legal representatives (or dulyauthorized deputies). This CONTRACT shall be automatically terminated when the BORROWER has repaidall of the principal and interest of the loan under this CONTRACT.**Article 44**The *Notice of Entrusted Loan*, due bill and *Guarantee Contract*in connection with thisContract as well as supplementary provisions related to “Loan Contract” which the three partiesagree to amend et cetera constitute inseparable part of this contract and have equal legal force.**Article 45**This CONTRACT shall be made in triplicate with equal validity. Each of theENTRUSTER, the FIDUCIARY and the BORROWER shall hold one counterpart.The ENTRUSTER: (duly sealed)LegalRepresentative or Duly Authorized Deputy (signature) /s/ MichaelEl-HillowDate:March 26, 2010The FIDUCIARY: (duly sealed)LegalRepresentative or Duly Authorized Deputy (signature) /s/ Wu MinDate: March 26, 2010The BORROWER: (duly sealed)LegalRepresentative or Duly Authorized Deputy (signature) /s/ Ding Kong QiDate: March 26, 2010
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