C L I F F O R DCLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFTC H A N C E

FIRST SOLAR MALAYSIA SDN. BHD. (Company No. 758827-T), a company limited by shares, incorporated, organised and validly existing under the laws of Malaysia, having its registered place of business at 8, Jalan Hi-Tech 3/3, Zoon Industri Fasa 3, Kulim Hi-Tech Park 09000 Kulim, Kedah Darul Aman, Malaysia (the "Borrower");

COMMERZBANK AKTIENGESELLSCHAFT, (in its capacity as "Arranger 1"),

COMMERZBANK AKTIENGESELLSCHAFT, Luxembourg Branch, (in its capacity as "Facility Agent" and "Security Agent");

Natixis Zweigniederlassung Deutschland, (in its capacity as "Arranger 2" and together with the Arranger1 referred to as the "Arrangers"); and

THE PERSONS listed in Schedule 1 (The Original Lenders) (each an "Original Lender" and together the "Original Lenders").

In view of its business development in Asia, First Solar Inc., Tempe, Arizona, incorporated in Delaware, United States of America (the "Sponsor") took out in May 2008 through the Borrower as its indirect subsidiary an export financing guaranteed by the Federal Republic of Germany under its credit insurance scheme, in relation to the construction of four solar module manufacturing plants in Malaysia (KLM I to KLM IV).

In light of further expanding its solar module business, the Sponsor asked the Arrangers to arrange additional export financing, intended to be guaranteed by the Federal Republic of Germany under its credit insurance scheme in relation to the construction of two solar module manufacturing plants consisting of eight lines (= 445.6 MW) ("KLM V" and "KLM VI", respectively, each a "KLM" and together the "KLMs") in Malaysia (the "Project").

The KLMs will produce First Solar CdTe solar modules intended to be sold primarily in the EU, US and Asian markets. The Project will require an estimated capital investment of USD 365 million in equipment and real estate. The Project's infrastructure is fully developed with new roads and a seaport nearby.

The Project will be owned and operated by the Borrower. The Project commenced construction in January 2010. KLM V and KLM VI are expected to reach full volume production by the second calendar quarter of 2011 and the third calendar quarter of 2011, respectively.

The two main components of the KLMs, the semiconductor coater and metalizer as well as the conveyor (each together with the other goods and services to be provided under the Supply Contracts (as defined below) and any of them being referred to as the "Equipment") are, inter alia, to be provided under the relevant Supply Contracts by the German suppliers von Ardenne Anlagentechnik GmbH, Dresden, Germany (the "Exporter A"), Gebr. Schmid GmbH & Co., Freudenstadt, Germany (the "Exporter B"), Bürkle North America Inc., California, United States of America (the "Exporter C") and Olbricht Glastechnik-Huttentechnik, Hamminkeln, Germany (the "Exporter D" and together with Exporter A, B and C, the "Exporters").

The Equipment shall be delivered by the Exporters under the terms of the Supply Contracts.

It is intended that the Project benefits from cover by (i) the ECA-Guarantor (as defined below) under the Hermes Guarantee (as defined below) and (ii) the Sponsor under the Sponsor's Guarantee (as defined below).

The Original Lenders have agreed to make available to the Borrower a facility of up to EUR 60,000,000 to partially finance the supply and construction of the Equipment and certain finance costs.

Definitions

Frankfurt am Main, Germany, Luxembourg, New York, United States of America and Kuala Lumpur, Malaysia; and

(in relation to any date for the rate fixing of, or the payment or purchase of, a sum denominated

in relation to an Original Lender, at any time and save as otherwise provided for herein, the amount allocated to its name in Schedule 1 (The Original Lenders) as reduced by any assignments/transfers in accordance with this Agreement or as specified in the relevant Transfer Agreement(s); and

in relation to any other Lender, the amount of any Commitment assigned/transferred in accordance with this Agreement or as specified in the relevant Transfer Agreement(s),

the percentage rate per annum equal to the offered quotation which appears on the page of the Reuters Screen which displays an average rate of the Banking Federation of the European Union for euro (being currently page EURIBOR) for such period at or about 11.00 a.m. (Brussels time) on the Quotation Date for such period or, if such page or service shall cease to be available, such other page or such other services used for the purpose of displaying an average rate of the Banking Federation of the European Union as the Facility Agent, after consultation with the Borrower, shall select; or

if no quotation for the euro for the relevant period is displayed and the Facility Agent has not selected an alternative service on which a quotation is displayed, the arithmetic mean (rounded upwards to four decimal places) of the rates (as notified to the Lenders) at which each of the Reference Banks was offering to prime banks in the European interbank market deposits in the euro of an equivalent amount and for such period at or about 11.00 a.m. (Brussels time) on the Quotation Date.

this Agreement;

the Subordination Agreement;

the Fee Letter;

the Security Documents; and

any other document designated as such by the Facility Agent and agreed by the Borrower.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted accounting principles applicable to a Borrower, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

any Original Lender; and

any financial institution (or other person) which has become a party hereto in accordance with

before any Advances have been made, a Lender or Lenders whose Available Commitments amount in aggregate to more than sixty-six and two thirds per cent. of the Available Facilities; and

thereafter, a Lender or Lenders to whom in aggregate more than sixty-six and two thirds per cent. of the Loans is (or, immediately prior to its final repayment, was then) owed.

any disposal created in favour of the Lenders and/or the Security Agent pursuant to any Security Document;

any disposal where the assets being disposed of are replaced by assets serving a similar purpose and having a fair market value substantially equal to or greater than the fair market value of the asset being disposed of;

any disposal made in relation to the Equipment for a consideration of less than USD 15,000,000 (or its equivalent in any other currency) in aggregate per year;

any disposal made in the ordinary course of the Borrower's business on a commercial arm's length basis; or

any disposal created with the prior written consent of the Majority Lenders.

any Encumbrance created in favour of the Lenders and/or the Security Agent pursuant to any

retention of title clauses (i) in the Supply Contracts or (ii) in suppliers' standard terms and conditions of business in respect of contracts entered into in the ordinary course of the Borrower's day to day business;

any lien arising by operation of law or in the ordinary course of the Borrower's business;

any lien for Taxes not yet due or which are being contested in good faith by appropriate proceedings; or

any Encumbrance created with the prior written consent of the Majority Lenders.

the Supply Contracts, including any of its (executed) schedules;

any purchase order entered into pursuant to the Supply Contracts (for the avoidance of doubt, other than the Purchase Orders);

any document which amends or varies any document referred to in paragraphs (a) through (b) above; and

any other document designated as such by the Facility Agent and agreed by the Borrower.

the Sponsor's Guarantee;

any documents entered into pursuant to, or which amends or varies, the document referred to in paragraph (a) above; and

any other document designated as such by the Facility Agent and agreed by the Borrower.

which is controlled, directly or indirectly, by the first mentioned partnership, company or corporation;

more than half of the issued share capital in which is beneficially owned, directly or indirectly by the first mentioned partnership, company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned partnership, company or corporation,

the equipment and purchase agreement entered into between Exporter A and the Borrower dated 4 February 2010 with regard to four GC 60 V – Vertical Inline Spurter Systems systems (Metalizer) and related services relating to KLM V; and

the equipment and purchase agreement entered into between Exporter A and the Borrower dated 4 February 2010 with regard to four GC 60 H – CdS/CdTe Coating Systems (Semiconductor Coater) and related services relating to KLM V.

the equipment and purchase agreement entered into between Exporter A and the Borrower

the equipment and purchase agreement entered into between Exporter A and the Borrower dated 4 February 2010 with regard to four GC 60 H – CdS/CdTe Coating Systems (Semiconductor Coater) and related services relating to KLM VI.

the Final Availability Day I;

the Final Availability Day II; and

the Final Availability Day III.

any "Lender", the "Facility Agent", the "Arrangers", the "Security Agent", and any other person shall be construed so as to include its and any subsequent successors and permitted transferees in accordance with their respective interests;

any reference to "amend" includes an alteration, variation, supplement, accession, transfer, novation, release, replacement or re-enactment and cognate expressions shall be construed accordingly;

references to "assets" shall include all or any part of a person's present or future business, undertaking, property, assets, benefits, rights and revenues (and includes any right to recover or receive any of the foregoing);

"continuing" in relation to an Event of Default, shall be construed as a reference to an Event of Default which has not been remedied or waived in accordance with the terms hereof, and in relation to a Potential Event of Default, one which has not been remedied within the relevant grace period or waived in accordance with the terms hereof;

a "disposal" of any asset or obligation includes any sale, transfer, exchange, lease, licence, lending-out, assignment, surrender, dispossession, set-off against or release thereof and cognate expressions shall be construed accordingly;

"dividend" includes any payment or transfer (whether in cash, specie, kind or otherwise) made by way of dividend, bonus, return on capital, repayment of capital contributions or similar rights of equity distribution other than pursuant to a winding-up;

the "equivalent" on any date in one currency (the "first currency") of an amount denominated in another currency (the "second currency") is a reference to the amount of the first currency which could on a given date be purchased with the amount of the second currency at the spot rate of exchange quoted in the relevant currency exchange market at or about 12.00 noon on such date for the purchase of the first currency with the second currency;

"indebtedness" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

any reference to an account being "interest bearing" shall mean bearing such rate of interest

a "law" shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court;

a "month" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that:

if any such numerically corresponding day is not a Business Day, such period shall end on the immediately succeeding Business Day to occur in that next succeeding calendar month or, if none, it shall end on the immediately preceding Business Day; and

if there is no numerically corresponding day in that next succeeding calendar month, that period shall end on the last Business Day in that next succeeding calendar month,

a "person" shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

"repay" (or any derivative form thereof) shall, subject to any contrary indication, be construed to include "prepay" (or, as the case may be, the corresponding derivative form thereof);

a "successor" shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of its jurisdiction of incorporation or domicile has assumed the rights and obligations of such party under this Agreement or to which, under such laws, such rights and obligations have been transferred;

"terminates" shall be construed to include where a person avoids, cancels, repudiates, revokes, rescinds, suspends, terminates or withdraws a permission, document or contract or any material part thereof;

"VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to time; and

the "winding-up", "dissolution" or "administration" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors.

this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended in accordance with the terms of such document and of this Agreement; and

a statute or treaty shall be construed as a reference to such statute or treaty as the same may have been, or may from time to time be, amended or, in the case of a statute, re-enacted.

a euro denominated term loan facility in a maximum aggregate amount of up to EUR 27,119,313 (the "Facility I");

a euro denominated term loan facility in a maximum aggregate amount of up to EUR 31,995,220 (the "Facility II"); and

a euro denominated term loan facility in a maximum aggregate amount of up to EUR 885,467 (the "Facility III");

The Facility I is exclusively intended to finance the payment of:

up to such 85% (per cent.) of Contract Value Ardenne V that remain payable to Exporter A by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Ardenne V;

up to such 85% (per cent.) of Contract Value Schmid V that remain payable to Exporter B by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Schmid V;

up to such 75,08% (per cent.) of Contract Value Bürkle V that remain payable to Exporter C by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Bürkle V; and

The Facility II is exclusively intended to finance the payment of:

up to such 85% (per cent.) of Contract Value Ardenne VI that remain payable to Exporter A by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Ardenne VI;

up to such 85% (per cent.) of Contract Value Schmid VI that remain payable to Exporter B by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Schmid VI;

up to such 75,08% (per cent.) of Contract Value Bürkle VI that remain payable to Exporter C by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Bürkle VI; and

up to such 85% (per cent.) of Contract Value Olbricht VI that remain payable to Exporter D by the Borrower after the Borrower has effected a payment of at least 15% (per cent.) of Contract Value Olbricht VI.

The Facility III is exclusively intended to finance the payment of up to 100 per cent. of the ECA-Fees.

All amounts granted under Clause 2.1 shall be applied in or towards satisfaction of the Borrower's financing requirements as set out above by making Advances:

under Facility I to the Borrower for reimbursement to the Borrower of amounts (other than the payment of at least 15% (per cent.) of the Contract Value of the Supply Contracts V) due under the terms of the Supply Contracts V or any of them and effected by the Borrower to the relevant Exporter out of own funds of the Borrower;

under Facility II to the Borrower for reimbursement to the Borrower of amounts (other than the payment of at least 15% (per cent.) of the Contract Value of the Supply Contracts VI) due under the terms of the Supply Contracts VI or any of them and effected by the Borrower to the relevant Exporter out of own funds of the Borrower;

under Facility III to the ECA-Guarantor on behalf of the Borrower and the Borrower herewith authorises the Facility Agent, upon receipt by the Facility Agent of the relevant invoice issued by the ECA-Guarantor to pay the proceeds of any such Advance to the ECA-Guarantor.

Notwithstanding that no drawdown request will be issued in respect of payments to the ECA-Guarantor, the Borrower acknowledges and agrees that payments made by the Lenders through the Facility Agent to the ECA-Guarantor pursuant to paragraph (d)(iii) above constitute an Advance under this Agreement whereby the Lenders discharge their respective obligations pursuant to Clause 2.6 (Lenders' Obligations Several) and that it is the sole obligor thereof independent of any rights or obligations it may have under the Supply Contracts or otherwise and the Borrower hereby authorises and instructs the Lenders to pay the proceeds of each such Advance through the Facility Agent into the accounts designated for such purpose by the ECA-Guarantor. The Facility Agent shall not later than at the date of an Advance made pursuant to paragraph (d)(iii) above provide the Borrower with a copy of the relevant invoice issued by the ECA-Guarantor.

Subject to subsection (b) of this Section 2.3, the Lenders shall not be obliged to make an Advance under this Agreement unless the Facility Agent has confirmed to the Borrower and the Lenders that it has received:

with regard to the initial Drawdown Request under this Agreement, all Conditions Precedent listed in Part I of Schedule 3 (Conditions Precedent); and

with regard to the first Drawdown Request in relation to each of (a) Facility I and (b) Facility II, all Conditions Precedent listed in Part II of Schedule 3 (Conditions Precedent);

If, at the request of the Borrower, any Condition Precedent referred to in paragraph (a) above is waived or deferred by the Facility Agent (acting on the instructions of the Majority Lenders) the Facility Agent may attach to such waiver or deferral such requirements and further or other conditions as it may think fit (acting on the instructions of the Majority Lenders) and, to the extent not further waived or deferred by the Facility Agent (acting on the instructions of the Majority Lenders), the Borrower shall fulfil or procure fulfilment of all such requirements and further or other conditions as may be notified to the Borrower in writing in accordance with the terms of such notification as if such requirement or further or other condition was an obligation under this Agreement.

The Borrower shall procure that the Facility Agent has received each document and other items listed in Schedule 10 (Conditions Subsequent) by not later than the date specified in that Schedule opposite the relevant document or item each in form and substance satisfactory to the Lenders.

The Facility Agent shall notify the Borrower promptly upon the Lenders having informed it of being so satisfied.

the proposed Drawdown Date is a Business Day which is or precedes the applicable Final Availability Date;

on and as of the proposed Drawdown Date (a) no Event of Default or Potential Event of Default has occurred and is continuing (nor will any such event thereby occur as a result of the making of such Advance as requested) and (b) the Repeated Representations and Warranties are true in all respects; and

no event has occurred which will or may result in the ECA-Guarantor (or any agent thereof) refusing to allow disbursements to be made under this Agreement or otherwise terminating the cover provided or to be issued by the Hermes Guarantee in whole or part.

Each Advance in accordance with Clauses 2.2(d)(i) and 2.2(d)(ii) will be made by the Lenders through the Facility Agent to the Borrower if:

by 10.00 a.m. not less than eight (8) Business Days before the proposed Drawdown Date in respect of such Advance, the Facility Agent has received a completed Drawdown Request from the Borrower; and

the proposed amount of such Advance is either (a) (if less than the respective Available Facility) an amount equal to at least EUR 1,000,000 or (b) equal to the amount of the respective Available Facility.

Each Advance in accordance with Clause 2.2(d)(iii) will be made by the Lenders through the Facility Agent to the ECA-Guarantor on behalf of the Borrower if for any Advance to be made

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the time specified in Clause 3.2(a) above and, in case of an Advance in accordance with Clause 2.2(d)(iii), within twenty (20) Business Days after receipt of the invoice from the ECA-Guarantor by the Facility Agent through its Facility Office.

The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

Subject to this Clause 4.2, the Borrower may select an Interest Period of three (3) or six (6) months in the Drawdown Request for the relevant Advance or (if the relevant Advance has already been made) in a Selection Notice.

Each Selection Notice for an Advance is irrevocable and must be delivered to the Facility Agent by the Borrower not later than three (3) Business Days prior to the commencement of the next Interest Period in relation to such Advance.

If the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to this Clause 4.2, be three (3) months.

Any Interest Period relating to Advances made under the same Facility (other than the Interest

Any Interest Period in relation to any Advance which would otherwise extend beyond a Repayment Date shall end on such Repayment Date.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

If the Borrower fails to pay any amount (other than interest) payable by it hereunder on its due date or following acceleration, interest will accrue on the overdue amount from the due date up to the date of actual payment at a rate of 2 per cent. per annum above:

in relation to an amount becoming due and payable before expiration of the Interest Period applicable thereto, for the period until the expiration of such Interest Period the rate applicable to such overdue amount immediately prior to the due date; and

in all other cases, the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Facility Agent.

If the Borrower fails to pay any interest payable by it hereunder on its due date, it will make, at the time of payment of all arrears of interest, a lump sum payment for all arrears of interest in the amount of 2 per cent. above EURIBOR applicable to the respective Interest Period of the amount due and payable. The right of the Borrower to prove a lower loss of the Lenders remains unaffected.

The right of the Lenders to compensation for any loss arising from the default remains unaffected. Payments made under Clause (b) will, however, be deducted from such compensation.

The Facility Agent will promptly notify the Borrower and the Lenders of the determination of any default interest. Each determination by the Facility Agent will, in the absence of a manifest error, be conclusive and binding on the Borrower and the Lenders.

EURIBOR is to be determined by reference to Reference Banks and at or about 11 a.m. on the Quotation Date for the relevant Interest Period none or only one of the Reference Banks supplies a rate for the purpose of determining EURIBOR for the relevant Interest Period; or

before the close of business in Frankfurt am Main on the Quotation Date for the relevant Interest Period the Facility Agent has been notified by one or more Lenders that the EURIBOR rate does not accurately reflect the cost of funding its/their participation in such Advance and such cost of funding exceeds the Reference Rate plus 30 basis points,

the Margin; and

the rate per annum notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Advance from whatever source it may reasonably select whereby in case of Clause 6.1(b) (Market Disruption) such rate shall not exceed the Reference Rate.

Upon the occurrence of the First Repayment Date, all Loans made under any of the Facilities shall be consolidated into one (1) single Loan and shall be treated as a single Advance.

The Borrower shall repay the Loan which has been consolidated in accordance with paragraph (a) above, in fourteen (14) semi-annual equal consecutive instalments based on the aggregate amount of all Loans borrowed by the Borrower under the Facilities as at close of business on the Ultimate Final Availability Date divided by 14, by repaying on each relevant Repayment Date such an instalment. Without prejudice to the foregoing the Borrower shall in any event repay the Loan which has been consolidated in accordance with paragraph (a) above and all interest thereon in full on the final Repayment Date.

The Facility Agent and the Borrower shall not later than the earlier of (i) ten (10) Business Days after the Starting Point and (ii) fifteen (15) Business Days prior to the Ultimate First Repayment Date agree, for information purposes, on a Repayment Schedule in relation to all Facilities setting out the amount of the repayment instalments and the Repayment Dates in relation to the Facilities in the form set out in Schedule 9 (Form of Repayment Schedule) which shall be updated from time to time by the Facility Agent in consultation with the Borrower to reflect any prepayments made in accordance with Clauses 9 (Voluntary Cancellation and Prepayments) and 10 (Mandatory Cancellation and Prepayments). Notwithstanding the foregoing, the amounts and due dates of the repayment instalments will be solely determined on the basis of paragraph (b) above, and, as any Repayment Schedule is provided for information purposes only, in case of any deviation or discrepancy between the amounts and due dates of the repayment instalments set out in the Repayment Schedule and the amounts and due dates determined on the basis of paragraph (b) above, the latter shall prevail. Accordingly, failure by the Borrower and the Facility Agent to agree on a Repayment Schedule shall in no manner release the Borrower from its repayment obligation pursuant to paragraph (b) above.

If:

the Starting Point Confirmation has not been made available to the Facility Agent prior to the Ultimate First Repayment Date;

the Facility Agent consequently could not determine the Starting Point;

repayment of the Facilities consequently commenced on the relevant Ultimate First Repayment Date;

the Facility Agent subsequently received the Starting Point Confirmation or by other means and in its sole discretion has determined the Starting Point; and

the Starting Point was a day that preceded the Ultimate First Repayment Date by more than six (6) months

If, after the Hermes Guarantee has been issued by the ECA-Guarantor:

the Hermes Guarantee is fully or partially withdrawn, suspended, terminated or cancelled or otherwise ceases to be in full force and effect; or

the ECA-Guarantor repudiates the Hermes Guarantee or does or causes to be done any act or thing evidencing in writing that it unequivocally intends to repudiate the Hermes Guarantee issued by it, or any of the obligations of the ECA-Guarantor thereunder are not or ceases to be legal, valid, binding or in full force and effect or the ECA-Guarantor otherwise avoids, rescinds, or terminates in whole or in part the Hermes Guarantee other than pursuant to its terms,

The Borrower will not be entitled to re-borrow any amount prepaid under this Clause 10.

The undrawn Commitment of each Lender under a Facility will automatically be cancelled on the relevant Final Availability Date for that Facility.

Definitions:

All payments to be made by the Borrower to any Lender, the Facility Agent or the Security Agent under the Finance Documents shall be made free and clear of and without any Tax Deduction.

In the event that any Tax Deduction is required by law, the Borrower will pay such additional amounts as will result in the receipt by such Lender, the Facility Agent or the Security Agent of the net amounts after such Tax Deduction equal to the amounts it would otherwise have received had no such Tax Deduction been required to be made by law.

The Borrower is not required to make an increased payment to a Lender under paragraph (b) above, if on the date on which that payment falls due the Borrower is able to demonstrate that the payment could have been made to that Lender, Facility Agent or Security Agent without the Tax Deduction had that Lender complied with its obligations under paragraph (d) below.

A Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorization to make a payment without a Tax Deduction.

Without prejudice to Clause 1.2 (Tax Gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents the Borrower shall, upon written demand of the Facility Agent, within three (3) Business Days of receiving such written demand, indemnify such Finance Party accordingly, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes;

under the law of the jurisdiction in which that Finance Party's Facility Office is located, or, if different, the jurisdiction in which that Finance Party's Facility Office is treated as resident for tax purposes, in respect of amounts received or receivable in that jurisdiction

to the extent a Tax, loss, liability or cost:

is compensated for by an increased payment under Clause 11.2 (Tax Gross-up); or

would have been compensated for by an increased payment under clause 11.2 (Tax Gross-up) but was not so compensated solely because one of the exclusions in clause 11.2(c) (Tax Gross-up) applied.

Further, without prejudice to Clause 11.2 (Tax Gross-up) the Borrower shall pay and, within five (5) Business Days of demand, indemnify any Lender, the Facility Agent or the Security Agent against any cost, loss or liability any Lender, Facility Agent or Security Agent may incur in relation to stamp duty, other similar transfer tax or notary fees in connection with the Finance Documents.

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

the Lender has obtained, utilized and retained that Tax Credit (directly or on an affiliated group basis),

All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to that Finance Party (upon provision of a proper VAT invoice at the time specified in such invoice) in addition to the consideration for that supply an amount equal to the amount of the VAT if the reverse charge mechanism is not applicable and such VAT does not result from the election for a VAT option right.

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify that Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party determines that it is not entitled to credit or repayment from the relevant Tax Authority in respect of the VAT.

Where pursuant to the terms of this Agreement one Finance Party makes a supply to another Finance Party, and VAT is chargeable on such supply, each Party paying the consideration for such supply shall also pay (in addition to and at the same time as paying the consideration for that supply upon provision of a proper VAT invoice) an amount equal to the amount of VAT if the supply is not subject to the reverse charge mechanism and such VAT does not result from the election for a VAT option right.

Subject to Clause 14.3 (Exceptions) the Borrower shall, for any Interest Period beginning after the day on which the Facility Agent has notified the Borrower in accordance with Clause 14.2(a) (Increased cost claims), pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its affiliated companies as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The amount of Increased Costs shall become due and payable within five (5) Business Days of a demand by the Facility Agent.

In this Agreement "Increased Costs" means:

a reduction in the rate of return from the Facilities or on a Finance Party's or its head office's overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs and setting out the calculation of the amount in reasonable detail.

Exceptions

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by the Borrower;

compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 11.3(b) (Tax indemnity) applied);

attributable to the wilful or gross negligent breach by the relevant Finance Party or its affiliated companies of any law or regulation; or

attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement ("Basel II") or any other law or

In this Clause 14.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 11.1 (Definitions).

such Lender shall not thereafter be obliged to participate in the making of any Advances and the amount of its Available Commitments shall be immediately reduced to zero; and

if the relevant law and the Facility Agent on behalf of such Lender so requires, the Borrower shall repay such Lender's share of any outstanding Advances on the last day of the Interest Period after the Facility Agent has notified the Borrower, or on such date as the Facility Agent shall have specified (which must not be earlier than the last day of any applicable grace period permitted by the relevant law) together with accrued interest thereon and all other amounts owing to such Lender under the Finance Documents and any repayment so made shall reduce rateably the remaining obligations of the Borrower under Clause 8 (Repayment).

If, in respect of any Lender, circumstances arise which would or would upon the giving of notice result in:

an increase in any sum payable to it or for its account pursuant to Clause 11.2 (Tax Gross-up);

a claim for indemnification pursuant to Clause 11.3 (Tax Indemnity) or Clause 14 (Increased Costs); or

the reduction of its Available Commitments to zero or any repayment to be made by the Borrower pursuant to Clause 15 (Illegality),

In the context of Clause 16.1 above the Borrower shall also be entitled to prepay the Loan in accordance

Status: it is a company limited by shares duly organised and validly existing under the laws of Malaysia, has the capacity to sue and be sued in its own name and has the corporate power and authority to own its assets and to carry on its business as currently conducted;

Powers and Authority: it has the corporate power and authority to enter into and perform its obligations under the Transaction Documents and has taken all necessary corporate and other action required to authorise the execution, delivery and performance of the Transaction Documents;

Non-Conflict: it complies with and the entry into and the execution and performance of the Transaction Documents by the Borrower do not and will not conflict:

with any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets which could be expected to have a Material Adverse Effect;

with its constitutive documents; or

with any applicable law, including environmental and tax laws, in a manner which could be expected to have a Material Adverse Effect;

Authorisations: all material Authorisations required to be obtained or renewed by the time this representation is made or is repeated have been so obtained or renewed and each of such Authorisations is in full force and effect, the Borrower has complied and is at all times in compliance with the terms and conditions of each material Authorisation and has not received any indication and is not aware of any facts or circumstances which might result in any material Authorisation being suspended, revoked, amended, varied, withdrawn or not renewed and so far as the Borrower is aware no material Authorisation will be suspended, revoked, amended, varied, withdrawn or not renewed as a result of the execution or performance of any of the Transaction Documents or a document to be executed pursuant thereto;

Further Authorisations: having made due inquiry, it knows of no reason why any material Authorisation required for the Project or the performance of its obligations under the Transaction Documents (i) will not be granted when applied for or requested, or (ii) will be terminated, suspended, withdrawn (zurückgenommen) or revoked (widerrufen);

No Material Adverse Effect: there has been no Material Adverse Effect;

No Material Proceedings: no litigation, action or administrative proceeding of or before any court, arbitrator or agency (including, but not limited to, investigative proceedings) is

No labour unrest: it knows of no labour unrest pending and no labour unrest has commenced which, if so pending and commencing respectively would be expected to have a Material Adverse Effect;

Project Documents: (i) all Project Documents (in relation to the KLM to be financed by the relevant Facility, where applicable) are or will be in full force and effect at the time of each drawdown under Facilities, and (ii) the Borrower is in compliance with all Project Documents in all material aspects; and

Environmental Compliance: it has duly performed and observed in all respects all Environmental Law, Environmental Permits and all other covenants, conditions, restrictions or agreements including in connection with any contamination, pollution, emissions, waste, release or discharge of any toxic or hazardous substance where failure to do so could be expected to have a Material Adverse Effect.

Each of the representations and warranties pursuant to Clause 17.1 (Representations and Warranties) will be repeated by the Borrower on each Drawdown Date by reference to the facts and circumstances existing on such Drawdown Date.

In addition, each of the representations and warranties pursuant to Clause 17.1(d) and 17.1(e) (Representations and Warranties) shall be deemed to be made by the Borrower by reference to the facts and circumstances then existing on each Interest Payment Date.

The Borrower shall as soon as the same becomes available, but in any event within 180 days after the end of each of its Financial Years, deliver to the Facility Agent its annual financial statements prepared in accordance with IFRS or US GAAP (commencing with such financial statements for the Financial Year ending 31 December 2010), certified by an Authorised Signatory of the Borrower as giving a true and fair view of its financial condition as at the end of such Financial Year and of the results of its operations during such Financial Year.

The Borrower shall as soon as the same becomes available, but in any event within 180 days after the end of each of its Financial Years, deliver to the Facility Agent its annual financial statements prepared in accordance with MASB approved accounting standards and PERS (and audited by the Auditor) (commencing with such financial statements for the Financial Year ending 31 December 2010).

The Borrower shall as soon as the same becomes available, but in any event within 180 days after the end of each Financial Year of the Sponsor, deliver to the Facility Agent the annual

Financial Year

a description of the changes and the adjustments which would be required to be made to those financial statements in order to cause them to use the accounting policies, practices, procedures and reference period upon which the Original Financial Statements were prepared; and

sufficient information, in such detail and format as may be required by the Facility Agent, to enable the Lenders to make an accurate comparison between the financial position indicated by those financial statements and the Original Financial Statements,

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of the Borrower, the Shareholders or the Sponsor after the date of this Agreement; or

a proposed assignment or assignment and transfer by way of assumption of contract (Vertragsübernahme) by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or assignment and transfer by way of assumption of contract (Vertragsübernahme),

Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

after deducting any amount of tax on profits, gains, income in respect of cash payments or cash payable;

after taking into account all increases and decreases respectively of accruals;

after taking into account all increases and decreases respectively of liabilities resulting from deliveries of goods and services;

after taking into account all increases and decreases respectively of receivables resulting from deliveries of goods and services;

after taking into account all increases and decreases respectively of the inventories, raw materials and supplies, work-in-process and finished product, advance payments and prepaid expenses; and

after taking into account all increases and decreases respectively of the Capital Expenditures.

the amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount incurred by acceptance of any certificate of indebtedness;

the amount of any mezzanine capital of the Borrower;

the amount of any liability in respect of any lease or hire purchase contract;

the amount of any trade liability with a remaining period of one (1) year and more;

the amount of any liability of the Borrower against another member of the First Solar Group with a remaining period of one (1) year and more; and

the amount of any subordinated shareholder loan granted to the Borrower (excluding the amount of any shareholder loan granted to cure a breach of any covenant under this Clause 19).

plus capital reserves;

after taking into account any retained earnings and accumulated deficits;

after taking into account any net income and net loss;

minus any receivables against shareholders;

plus any liabilities towards shareholders if subordinated to the claims of the Finance Parties against the Borrower under the Finance Documents; and

plus any subordinated shareholder debt.

Total Debt to Equity Ratio: ensure that at the end of each quarter of each Financial Year the ratio of Total Debt to Total Equity is not higher than 75 per cent., to be calculated the first time at the end of the Financial Year 2010.

Total Leverage Ratio: ensure that at the end of each quarter of each Financial Year the ratio of Total Debt to Annualised EBITDA is not above 4.5 in its Financial Year 2010 and thereafter, to be calculated the first time at the end of the Financial Year 2010.

Interest Coverage Ratio: ensure that at the end of each quarter of each Financial Year the ratio of Annualised EBITDA to Annualised Net Interest Expense is not less than 4.0, to be calculated the first time at the end of the Financial Year 2010.

Debt Service Coverage Ratio: ensure that at the end of each quarter of each Financial Year the Annualised DSCR is not less than 2.5, to be calculated the first time at the end of the Financial Year 2010.

Maintenance of Legal Validity and Legal Status: (i) do all things necessary to maintain its existence as a legal person and to ensure the legality, validity, enforceability or admissibility in evidence in Malaysia of the Transaction Documents including the obtaining and maintaining of all applicable Authorisations necessary for the Project and the performance of its obligations under the Transaction Documents, as and when required, and, (ii) on request of the Facility Agent, shall supply copies (certified by an Authorised Signatory of the Borrower as true, complete and up to date) of any such Authorisations and (iii) comply with all applicable laws and Authorisations, except a failure to comply with this Clause 20.1(a)(i) and (iii) would not reasonably be expected to have a Material Adverse Effect;

Applicable social, health and safety guidelines: comply in all material respects with all applicable social, health and safety guidelines except where a failure to comply with this covenant would not be expected to have a Material Adverse Effect;

Notification of Events of Default and Material Adverse Effect: promptly inform the Facility Agent of the occurrence of any Event of Default, Potential Event of Default or Material Adverse Effect of which it is aware and, upon receipt of a written request to that effect from the Facility Agent, confirm to the Facility Agent that, save as previously notified to the Facility Agent or as notified in such confirmation, no Event of Default, Potential Event of Default or Material Adverse Effect has occurred of which it is aware;

Transaction Documents: enter into, maintain in full force and effect, perform all its obligations under, and otherwise comply in all material respects with all Transaction Documents, provided that the Borrower shall have the right to terminate a Project Document in accordance with its terms;

Project Documents: promptly provide details of any cancellation, termination, change or waiver under any of the Project Documents which might have a material impact on the Project in particular, but not limited to, cancellations, terminations, changes or waivers of the terms of payment, the delivery dates and/or the specifications of the Equipment contained in any Project Document;

Information to ECA-Guarantor: allow the Facility Agent to give information to the ECA-Guarantor regarding the Borrower, the Project and in connection with the Transaction Documents;

ECA-Fee Shortfall: pay to the Facility Agent on its first written demand (auf erstes Anfordern) any ECA-Fee Shortfall to be forwarded by the Facility Agent to the ECA-Guarantor together with the relevant proceeds of the relevant Facility in order to meet the payment obligations

Inspection: allow the Facility Agent, Security Agent (including any of their delegates appointed by either the Facility Agent or the Security Agent) and the Lenders to inspect the Project and the books and records of the Borrower at any reasonable time during normal business hours and with at least seven (7) days prior notification thereof;

Claims Pari-Passu: ensure that at all times the claims of the Lenders against it under the Finance Documents rank at least pari passu with the claims of all its unsecured and unsubordinated creditors;

No Immunity: waive any immunity from suit or enforcement;

Environmental Compliance: comply in all material respects with all Environmental Laws and obtain and maintain any Environmental Permits and notify the Facility Agent, promptly after a responsible officer becomes aware of the same of:

any Environmental Claim made on it or to any occupier of any property owned or leased by it under any Environmental Law which may affect the compliance with this Agreement; and

any circumstances which arise whereby any material remedial action is likely to be required to be taken by, or at the expense of, it pursuant to any Environmental Law;

Notification of Litigation etc.: promptly provide the details of each litigation, arbitration or administrative proceedings which are current, and, to the best of its knowledge, threatened or pending against the Borrower with an amount in dispute of more than USD 10,000,000 (or its equivalent in any other currency);

Insurance: keep and maintain effective and in full force adequate insurance policies for building risk and property insurance in respect of the Project (the "Insurances") with insurers with international reputation, pay the premium in time and promptly upon reasonable request provide to the Facility Agent copies of all cover notes and policies (including endorsements) issued from time to time in relation to each insurance, and of all changes requested or effected thereto;

Financial Statements: prepare its financial statements in accordance with IFRS or US GAAP;

Approvals required pursuant to the Fire Services Act 1988: obtain the approvals required pursuant to the Fire Services Act 1988 in April 2012 at the latest.

Negative Pledge: create or permit to subsist any Encumbrance over the Equipment or parts thereof other than any Permitted Encumbrance;

Disposals: sell, lease, transfer or otherwise dispose of the whole or any part of the Equipment

Guarantees: guarantee the satisfaction of obligations of any person other than:

officers and employees if the guarantee in each case does not exceed USD 1,000,000 (or its equivalent in any other currency) per officer and employee respectively;

obligations to local utilities and/or governmental agencies if such guarantee is requested by utilities and/or governmental agencies as standard business practice; and

guarantees not falling under the above paragraphs (i) and (ii) of this covenant and which do not exceed USD 20,000,000 (or its equivalent in any other currency) in aggregate outstanding at any time.

Change of Business: make any changes to the general nature of its business or carry on any other business which results in any change to the general nature of such business;

Merger or Consolidation: enter into any amalgamation, merger, demerger or consolidation, or undertake any corporate or financial restructuring except for within the First Solar Group or if the Borrower is the surviving entity, provided, however, the Borrower provides the Facility Agent not later than ten (10) Business Days prior to such amalgamation, merger or consolidation with an updated Budget taking into account such amalgamation, merger or consolidation and containing a detailed calculation of forecasts in relation to all Financial Covenants for the twelve (12) months following the date of such Budget showing that such Financial Covenants will not be breached as a result of such amalgamation, merger or consolidation;

Illegal Payment: offer, give, receive or solicit any illegal payment or improper advantage to any person in connection with the Project;

Contracts with members of First Solar Group: enter into any contract with other members of the First Solar Group otherwise than on terms no less favourable to the Borrower than arm's length terms and in the ordinary course of business.

Each of the following circumstances constitutes an Event of Default for the purpose of this Agreement, irrespective of whether or not caused by any reason within the control of the Borrower or any other person, is voluntary or involuntary or arises or is effected by operation of applicable law. Each Event of Default may be relied upon by the Facility Agent and the Lenders severally and independently from any other Event of Default:

Payment Obligations: failure by the Borrower to make:

any payment of principal or interest due under and in accordance with this Agreement within five (5) Business Days from the due date thereof; and/or

any other payment due under the Finance Documents within five (5) Business Days from a notification by the Facility Agent of the Borrower’s failure to pay;

Representations and Warranties etc: any representation, warranty or statement made by the

Covenants: subject to Clause 19.3 (No Event of Default) the Borrower or the Sponsor breaches any covenant or material obligation under any Transaction Document (other than Clause 20.1(c) (Notification of Events of Default and Material Adverse Effect) in respect of a Potential Event of Default) which, if capable of being remedied, has not been remedied to the satisfaction of the Facility Agent within fifteen (15) Business Days from the earlier of (i) the Borrower becoming aware of such breach, (ii) notification by the Facility Agent of such breach, and (iii) any such document is terminated (otherwise than by reason of full performance in accordance with its terms);

Insolvency and Rescheduling: the Sponsor or the Borrower institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property, or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed for the Sponsor, the Borrower or all or any material part of its property without the application or consent of the Sponsor or the Borrower and the appointment continues undischarged or unstayed for sixty (60) calendar days, or any proceeding under any Debtor Relief Law relating to the Sponsor or the Borrower or to all or any material part of its property is instituted without the consent of the Sponsor or the Borrower and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding;

Winding-up: the Borrower or the Sponsor takes any corporate action or any other steps are taken or legal proceedings are started for its winding-up, dissolution, liquidation or reorganisation or other relief with respect to it or its debts or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any part or all of its assets;

Indebtedness:

any Financial Indebtedness of the Borrower is not paid when due (nor within any originally applicable grace periods) or is declared to be or otherwise becomes due and payable prior to its specified maturity (or within any originally applicable grace periods) as a result of an event of default (however described) unless such Financial Indebtedness is contested in good faith and reserved for; or

any creditor of the Borrower has declared any Financial Indebtedness of the Borrower due and payable prior to its specified maturity (after the expiry of any originally applicable grace periods) as a result of an event of default (howsoever described); or

any security (other than under a Security Document) securing Financial Indebtedness over any asset of the Borrower become enforceable for the amount of such Financial

Change of Control: the Sponsor ceases to:

own (directly or indirectly) more than 50 per cent. of the entire issued share capital of the Borrower; or

control (directly or indirectly) the Borrower.

Invalid, Non-binding and Non-enforceable Obligations: a provision of the Finance Documents is not legal, valid, binding and enforceable subject, however, to any general principles of law and qualifications as to matters of law set out in any legal opinion to be delivered to the Facility Agent pursuant to Clause 2.3(a)(i) (Conditions Precedent);

Security: any material security pursuant to the Security Documents has not been provided on the due date or ceases to be in full force and effect;

Sponsor's Guarantee: any event of default under the Sponsor's Guarantee;

Material Adverse Effect: any other event or circumstance (or series of events or circumstances) occurs that has a Material Adverse Effect, subject, however, to general principles of law and qualifications as to matters of law set out in any legal opinion to be delivered to the Facility Agent pursuant to Clause 2.3(a)(i) (Conditions Precedent) unless the Facility Agent is satisfied that the Sponsor will perform under the Sponsor's Guarantee and such performance is capable to remedy such Material Adverse Effect.

declare all or any part of the Advances to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the Borrower under the Finance Documents); and/or

declare that any unutilised portion of the Facility will be cancelled, whereupon the Lenders' undrawn Commitments shall be cancelled and each Lender's undrawn Commitment will be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 21.1(d) (Insolvency and Rescheduling) and 21.1(e) (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or

exercise all rights and remedies under any Finance Document or instruct the Security Agent to do so; and/or

to exercise the rights of the Lenders in relation to the Hermes Guarantee or any security in accordance with the Security Documents.

require repayment of all or such part of the Facility on such date as it may specify in such notice (whereupon the same will become due and payable on the date specified together with accrued interest thereon and any other sums then owed by the Borrower under the Finance Documents); and/or

select as the duration of any Interest Period which begins whilst such declaration remains in effect a period of six months or less.

The Borrower shall pay to the Facility Agent in form of a one time upfront payment:

for the account of the Arranger 1 an arrangement fee of 0.35 per cent. and

for the account of the Lenders a participation fee of 0.65 per cent.

The arrangement fee for the Facilities pursuant to paragraph (a)(i) above shall be due and payable on the earlier of (i) the date of the first Utilisation and (ii) three (3) months after the date of this Agreement, into an account to be specified by the Facility Agent to the Borrower in writing.

The participation fee for the Facilities pursuant to paragraph (a)(ii) above shall be due and payable on the date of the first Utilisation into an account to be specified by the Facility Agent to the Borrower in writing.

shall be paid in immediately available, freely transferable, cleared funds;

shall be paid in Euro; and

are exclusive of any VAT. If VAT is chargeable in respect of any of the fees payable under this Clause 22 (Fees), the Borrower shall, at the same time as such payment is due and payable, pay any applicable VAT.

in relation to any Facility any payment or (voluntary or mandatory) prepayment is made otherwise than on the last day of an Interest Period applicable thereto; or

in relation to all Facilities any other payment is made otherwise than on the due date therefore;

in relation to all Facilities any Advance requested is not made (other than by reason of default or negligence by a Finance Party);

the amount of interest which a Lender would have received (excluding Margin) for the period from the date of receipt of any part of the Loan or an overdue amount to the last day of the applicable Interest Period for the Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Interest Period;

the amount of interest which the Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a bank operating in the European Union (selected by that Lender) which has short term unsecured debt instruments in issue with a rating of F1(+) (or better) by Fitch, P-1 (or better) by Moody's or A-1(+) (or better) by S&P for period starting on the Business Day following receipt and ending on the last day of the current Interest Period.

On each date on which this Agreement requires an amount to be paid by the Borrower or a Lender and the Borrower or, as the case may be, such Lender shall make the same available to the Facility Agent for value on the due date at such time and in such funds and to such account with such bank as the Facility Agent shall specify from time to time.

Unless otherwise permitted, all payments required to be made by the Borrower to the Lenders under any Finance Document will be made in euro to the Facility Agent on the due date therefore not later than 10:00 a.m.. If a payment is due on a day which is not a Business Day, the due date for that payment will instead be the immediately next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is none).

Save as otherwise provided herein, each payment received by the Facility Agent pursuant to

A payment will be deemed to have been made by the Facility Agent on the date on which it is required to be made under this Agreement if the Facility Agent can demonstrate that it has, on or before that date, taken steps to make that payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Facility Agent in order to make the payment. For the avoidance, the Borrower shall not have any liability towards the Lenders for any failure by the Facility Agent in respect of any distribution by the Facility Agent to the Lenders.

If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligation of the Borrower under the Finance Documents in the following order:

firstly, in or towards payment pro rata according to the respective amount thereof, of any unpaid fees, costs and expenses due to the Finance Parties under the Finance Documents;

secondly, in or towards payment pro rata according to the respective amount thereof, of any accrued interest due and payable under this Agreement;

thirdly, in or towards payment pro rata according to the respective amount thereof, of any principal due but unpaid under this Agreement; and

fourthly, in or towards payment pro rata according to the respective amount thereof, of any other sum due but unpaid under this Agreement,

Paragraph (a) above will override any appropriation made by the Borrower.

notify the Facility Agent of such receipt or recovery;

at the request of the Facility Agent, promptly pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by such Recovering Bank as its share of any payment to be made under this Agreement.

each party which has received a share of such Sharing Payment pursuant to Clause 26.2 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such Sharing Payment; and

such Recovering Bank's rights of assignment shall be cancelled and the Borrower will be liable to the reimbursing of the party for the amount so reimbursed and the Recovering Bank shall re-assign any claims assigned to it pursuant to Clause 26.3 (Recovering Bank's Rights).

assume, unless it has, in its capacity as agent for the Lenders, received notice to the contrary from any other party hereto or upon it becoming aware in the case of any default by the Borrower in the payment of principal or contractual interest hereunder, that (i) any representation made by the Borrower in connection with the Finance Documents is true, (ii) no Event of Default or Potential Event of Default has occurred, (iii) no party is in breach of or default under its obligations under the Transaction Documents and (iv) any right, power, authority or discretion vested herein upon the Majority Lenders, the Lenders or any other person or group of persons has not been exercised;

assume that (i) the Facility Office of each Lender is that notified to it by such Lender in writing and (ii) the information provided by each Lender pursuant to Clause 31 (Notices) is true and correct in all respects until it has received from such Lender notice of a change to its Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice;

engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained;

rely as to any matters of fact upon a certificate signed by or on behalf of the Borrower or any Shareholder or Sponsor;

rely upon any communication or document believed by it to be genuine;

(other than in respect of, and in connection with, Clause 10.1, where each Lender may instruct the Facility Agent and/or the Security Agent to enforce such Lender's rights contained in Clause 10.1)) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and

refrain from acting in accordance with any instructions of the Majority Lenders or the Lenders to begin any legal action or proceeding arising out of or in connection with the Finance Documents and the Hermes Guarantee until it shall have received such Security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

promptly inform each Lender of the contents of any notice or document received by it in its capacity as Facility Agent from the Borrower under the Finance Documents;

promptly notify each Lender of the occurrence of any Event of Default or any default by the Borrower in the due performance of or compliance with its obligations under the Finance Documents of which the Facility Agent has notice from any other party hereto (or, in the case of the Facility Agent, any default by the Borrower in the payment of principal or contractual interest hereunder of which it is aware);

(save as otherwise provided herein, and other than in respect of, and in connection with, Clause 10.1, where each Lender may instruct the Facility Agent to enforce such Lender's rights contained in Clause 10.1), act as agent hereunder in accordance with any instructions given to it by the Majority Lenders, which instructions shall be binding on the Arrangers, the Security Agent and the Lenders; 

if so instructed by the Majority Lenders, refrain from exercising any right, power or discretion vested in it as agent hereunder; and

use its reasonable efforts to obtain the Hermes Guarantee and to comply with any conditions contained therein, whereas each Lender will, upon request by the Facility Agent, support, and provide requested information to, the Facility Agent in order to enable the Facility Agent to comply with its obligations contained in this paragraph (e).

be bound to enquire as to (i) whether or not any representation made or deemed to be made by the Borrower in connection with the Finance Documents is true, (ii) the occurrence or otherwise of any Event of Default or Potential Event of Default (other than, in the case of the Facility Agent, any default by the Borrower in the payment of principal or contractual interest hereunder), (iii) the performance by the Borrower of its obligations under the Finance Documents or (iv) any breach of or default by the Borrower of or under its obligations under the Finance Documents;

be bound to account to any Lender or any other party for any sum or the profit element of any

be under any obligations other than those for which express provision is made herein; or

be or be deemed to be a fiduciary for any other party hereto.

The Security Agent declares that it holds all rights, title and interests in, to and under those Finance Documents to which it is a party and expressed to be a trustee (acting as trustee for the Finance Parties), and all proceeds of the enforcement of such Finance Documents, on trust for the Finance Parties from time to time. This trust shall remain in force even if the Security Agent (in whatever capacity) is at any time the sole Finance Party.

The Security Agent, in its capacity as trustee or otherwise under any Finance Document or the Hermes Guarantee is not liable for any failure:

to require the deposit with it of any Finance Document or the Hermes Guarantee or any other documents in connection with any Finance Document or the Hermes Guarantee;

in it holding any Finance Document or the Hermes Guarantee or any other documents in connection with any Finance Document or the Hermes Guarantee in its own possession or to take any steps to protect or preserve the same including permitting the Borrower to retain any such title deeds, any Finance Documents, the Hermes Guarantee or any other documents;

to obtain any licence, consent or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any such Finance Document or the Hermes Guarantee;

to take or require the Borrower to take any step to render the Security created or purported to be created by or pursuant to any such Finance Document or the Hermes Guarantee effective or to secure the creation of any ancillary Security under the laws of any jurisdiction;

to require any further assurances in relation to any such Finance Document or the Hermes Guarantee; or

to insure any asset or require any other person to maintain any such insurance or be

The Security Agent may accept, without enquiry, any right or title the Borrower may (or may purport to) have to any asset which is the subject of any such Finance Document or the Hermes Guarantee and shall not be bound or concerned to investigate or make any enquiry into the right or title of the Borrower to any such asset or to require the Borrower to remedy any defect in its right or title to the same.

Save as otherwise provided in the Finance Documents, all moneys, which under the trusts contained in any Finance Document are received by the Security Agent in its capacity as trustee or otherwise, may be invested in the name of, or under the control of, the Security Agent in any investment which may be selected by the Security Agent with the consent of the Majority Lenders. Additionally, the same may be placed on deposit in the name of, or under the control of, the Security Agent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit.

The Facility Agent or Security Agent may resign and appoint one of its affiliates acting through an office in Germany as successor by giving notice to the other parties or, in the case of the Security Agent, to the Facility Agent on behalf of the Lenders, and to the Borrower.

Alternatively the Facility Agent or Security Agent may resign by giving notice to the other Finance Parties or, in the case of the Security Agent, to the Facility Agent on behalf of the Lenders, and to the Borrowers, in which case the Lenders (after consultation with the Borrower) may appoint a successor Facility Agent or Security Agent, as appropriate.

If the Lenders have not appointed a successor Facility Agent or Security Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent or Security Agent (after consultation with the Borrower) may appoint a successor Facility Agent or Security Agent (acting through an office in Germany).

The retiring Facility Agent or, as the case may be, Security Agent shall, at its own cost, make available to the successor Facility Agent or Security Agent such documents and records and provide such assistance as the successor Facility Agent or Security Agent may reasonably request for the purposes of performing its functions as Facility Agent or, as the case may be, Security Agent under the Finance Documents and the Hermes Guarantee.

The Facility Agent's or, as the case may be, the Security Agent's resignation notice shall only take effect upon the appointment of a successor and, in the case of the Security Agent, the transfer of all of the Security for the Loans held by the incumbent to that successor.

Upon the appointment of a successor:

the retiring Facility Agent or, as the case may be, Security Agent shall be discharged from any further obligation in respect of the Finance Documents and the Hermes Guarantee but shall remain entitled to the benefit of this Clause 27; and

the successor Facility Agent or, as the case may be, Security Agent and each of the other parties shall have the same rights and obligations amongst themselves as they

With the prior written consent of the Borrower (such consent not to be unreasonably withheld), the Lenders may, by notice to the Facility Agent or to the Security Agent, as appropriate, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent or Security Agent shall resign in accordance with paragraph (b) above.

for the adequacy, accuracy and/or completeness or any information supplied by the Facility Agent, the Security Agent, the Arrangers, by the Borrower or by any other person in connection with the Finance Documents or the Hermes Guarantee, the transactions therein contemplated or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Finance Documents;

for the adequacy, accuracy and/or completeness of any translation;

for the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Hermes Guarantee or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Finance Documents; or

for the exercise of, or the failure to exercise, any judgment, discretion or power given to any of them by or in connection with the Finance Documents, the Hermes Guarantee or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Finance Documents or the Hermes Guarantee.

the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower,

the legality, validity, effectiveness, adequacy and enforceability of the Finance Documents, the Hermes Guarantee and any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Finance Documents or the Hermes Guarantee;

whether such Lender has recourse, and the nature and extent of that recourse, against the Borrower or any other person or any of their respective assets under or in connection with the Finance Documents or the Hermes Guarantee, the transactions therein contemplated or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Finance Documents or the Hermes Guarantee; and

the adequacy, accuracy and/or completeness of information provided by the Facility Agent, the Security Agent, each of the Arrangers, the Borrower, or by any other person in connection with the Finance Documents or the Hermes Guarantee, the transactions contemplated therein or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Finance Documents or the Hermes Guarantee.

Each of the Lenders (a "Transferor") may at any time:

assign any of its rights and benefits (an "Assignment"); or

transfer any of its rights and obligations (a "Transfer"); or

otherwise dispose of any of its rights and obligations (including, but not limited to, by way of sub-participation)

Any Assignment or Transfer (save for sub-participations) will only be permissible

upon prior written consent of the Borrower (such consent not to be unreasonably withheld; an increase in the Tax Deduction obligations of the Borrower shall be a reason where consent may be withheld by the Borrower. However, the Borrower– as the case may be – together with the relevant existing and/or future Lender shall use their best efforts to obtain any potentially available exemptions to reduce or mitigate such potentially increased Tax Deduction. If and when such measures result in a situation where after the Transfer the Tax Deduction obligations of the Borrower would be comparable to those of the transferring/assigning Lender prior to the Transfer, the consent may no longer be withheld on such grounds.);

if such Assignment and/or Transfer is permitted under the general conditions of the Hermes Guarantee (Allgemeine Bedingungen – Garantien für gebundene Finanzkredite (FKG)) and the supplementary provisions relating to the assignment of guaranteed amounts (Allgemeine Bedingungen – Ergänzende Bestimmungen für Forderungsabtretungen (AB-FAB)); and

if it refers to a minimum of EUR 5,000,000

A Transfer will only become effective upon execution by the Transferor and the Transferee and countersignature by the Facility Agent of a transfer agreement substantially in the form

The Facility Agent shall consult the Borrower of a proposed Assignment and/or Transfer at least 10 days in advance. Any Transferor shall give timely notice of any proposed Transfer to the Facility Agent in order to enable the Facility Agent to inform the Borrower of such Transfer with a notice period of at least 10 days.

to (or through) whom such Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights, benefits and obligations under the Finance Documents;

with (or through) whom such Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower;

to the ECA-Guarantor and the Federal Republic of Germany, or

to whom information may be required to be disclosed by any applicable law:

information already known to a recipient otherwise than in breach of this Clause or any other confidentiality obligation binding upon the disclosing party;

information also received from another source on terms not requiring it to be kept confidential; and

information which is or becomes publicly available otherwise than in breach of this Clause or any other confidentiality obligation binding upon the disclosing party.

in the case of the Facility Agent and the Security Agent, identified with its name on the signature page;

in the case of the Borrower, identified with its name on the signature page; and

in the case of each Lender, notified in writing to the Facility Agent prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Agreement to which it is a party as Transferee);

if by way of fax, be deemed to have been received when transmission has been completed; and

if by way of letter, be deemed to have been delivered when left at the relevant address or, as the case may be, ten days after being deposited in the post postage prepaid in an envelope addressed to it at such address,

Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Facility Agent and the relevant Lender:

agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

notify each other in writing of their electronic mail address and/or any other

notify each other of any change to their address or any other such information supplied by them.

Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

The Facility Agent may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting this information onto an electronic website designated by the Facility Agent (the "Designated Website") if:

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

the Facility Agent is aware of the address of and any relevant password specifications for the Designated Website; and

the information is in a format previously agreed between the Borrower and the Facility Agent.

If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Facility Agent shall notify the Borrower accordingly and the Borrower shall at its own cost supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall at its own cost supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Facility Agent.

The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

the Borrower becomes aware that the Designated Website or any information posted

If the Borrower notifies the Facility Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall at its own cost comply with any such request within ten Business Days.

Clause 26 (Sharing) or this Clause 33;

a change in the principal amount of or currency of any Advance or deferral of any Repayment Date;

a change in the Margin, the amount or currency of any payment of interest, fees or any other amount payable hereunder to any party or deferral of the date for payment thereof;

Clause 19 (Financial Covenants);

the conditions set out in Clause 3.1 (General Conditions for all Advances);

Clause 28.2 (No Assignments and Transfers by the Borrower); or

any provision which contemplates the need for the consent or approval of all the Lenders,

amend or waive this Clause 33, Clause 23 (Costs and Expenses) or Clause 27 (The Facility Agent, the Security Agent, the Arrangers and the Lenders); or

otherwise amend or waive any of the Facility Agent's or Security Agent's rights hereunder.

Definitions

Transfer of Assigning Bank’s Participation in Advances

Confirmations

The Assignee confirms that it has received a copy of the Facility Agreement and all other documentation and information required by it in connection with the transaction contemplated by this Transfer Agreement.

The Assignee confirms that it has made and will continue to make its own assessment of the validity, enforceability and sufficiency of the Facility Agreement and the Transfer Agreement and has not relied and will not rely on the Assigning Bank, the Lenders and the Facility Agent or any statements made by any of them in this respect.

The Assigning Bank hereby confirms that it has fulfilled its obligations arising out of the Facility Agreement with respect to the Transferred Position until the date hereof. The Assigning Bank gives no representation or warranty and assumes no responsibility with respect to the validity or enforceability of the Facility Agreement, the Hermes Guarantee, any Security Document or any other related document and assumes no responsibility for the financial conditions of the Borrower or any other party to the Facility Agreement or for the performance and observance by the Borrower or any other party of any of its obligations under the Facility Agreement, the Hermes Guarantee, any Security Document or any other related document and all such representations and warranties, whether expressed or implied by law or otherwise, are hereby excluded.

Miscellaneous

The Assigning Bank shall inform the Facility Agent without undue delay of the transfer of the Transferred Position pursuant to Clause 2 of this Transfer Agreement.

The transfer of the Transferred Position pursuant to Clause 2 of this Transfer Agreement shall be effected by the Facility Agent countersigning and returning to each of the Assigning Bank and the Assignee one counterpart of this Transfer Agreement.

The Assignee herewith empowers the Facility Agent to exercise such rights, powers of attorney and discretions as set forth in the provisions of the Finance Documents.

Without prejudice to any future change of address, all correspondence to the Assignee shall be sent to the following address:

Legal Provisions

Any alteration or amendment to this Transfer Agreement shall be in writing.

The form and content of this Transfer Agreement shall be subject to and construed in accordance with the laws of the Federal Republic of Germany in every respect. Non-exclusive place of jurisdiction for all disputes arising out of or in connection with this Transfer Agreement shall be Frankfurt am Main.

Should any provision of this Transfer Agreement be or become wholly or partly invalid, then the remaining provisions shall remain valid. Invalid provisions shall be construed in accordance with the intent of the parties and the purpose of this Transfer Agreement.

This Transfer Agreement has been executed in the English language and may be executed in three counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Agreement. One executed copy shall be provided to the Assigning Bank, the Assignee and the Facility Agent. Each executed copy shall have the effect of an original.

Commitments and Advances subject to Transfer

Assigning Bank’s Commitment prior to transfer:    EUR [•]

Date of payment by Assignee to Assigning Bank:    [•]

Account of Assigning Bank to which payment shall be effected:    [•]

An up to date copy certified as true by a director or company secretary of the Borrower of its memorandum & articles of association, and its certificate of incorporation.

A copy certified as true by a director or company secretary of the Borrower of its most recent Forms 24, 44 and 49 and Form of Annual Return, in the form prescribed under the Companies Regulations 1965 of Malaysia.

An up to date copy certified as true by a director or company secretary of the Borrower of its register of members.