Common use of Earmarking Clause in Contracts

Earmarking. (1) This loan shall be exclusively used for funding 100% of the share of the Presenter of Capital Investment to an amount of 2,442,000.00 in the Southwall Europe GmbH company, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called “receiver of capital investment”). (2) The Presenter of Capital Investment shall ensure that the funds transmitted to the Receiver of Capital Investment by the takeover of the share will be exclusively used for strengthening his basis of equity capital with a view to ensure co-financing of the following activities in ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ of Kamenz: Machines & equipment: DEM 23,100,100.00 Commercial building costs: DEM 15,200,000.00 The total funding shall be made in the following way: Amount of capital investment: DEM 2,442,000.00 Capital investment of the VMP Venture Management Partners GmbH: DEM 858,000,00 Grant /allowance in the framework of GA (joint task “improvement of the regional economic structure”) DEM 13,404,000.00 EKE (supplementary equity capital program) DEM 4,890,000.00 Other long-term third party funds DEM 13,500,000.00 Borrower’s own funds DEM 3,206,000.00 The Presenter of Capital Investment shall monitor the earmarked use of the funds and provide evidence, accordingly, to both the Bank and the KfW, on the annexed form upon termination of the project. The Presenter of Capital Investment shall keep records on his monitoring of the earmarked use of the participation funds. (3) The Presenter of Capital Investment shall notify the Bank instantly on any modification of the amount of capital investment or of the investment project or of the funding. (4) In the conditions of the KfW participation programs, version 12/98 for bank transmission, the KfW reserves the right to reduce the loan to the bank in due proportion, if the participation does not come true to the amount envisaged or if the ratio of participation should change. The Bank, too, shall have the right to reduce the loan granted to the Presenter of Capital Investment accordingly in such case. If the reduction concerns amounts already paid, the Bank shall immediately repay the amounts of reduction to the KfW. The Presenter of Capital Investment, on his part, undertakes paying the respective amounts to the Bank immediately.

Earmarking. (1) This The loan shall be exclusively used for funding a 100% financing of a participation to be taken over by the share of the Presenter of Capital Investment participation grantor amounting to an amount of DM 2,442,000.00 in the Southwall Europe GmbH company▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called “receiver of capital investmentparticipation taker”). (2) The Presenter of Capital Investment shall ensure participation grantor undertakes to guarantee that the funds transmitted to the Receiver of Capital Investment participation taker receives by taking over the takeover of the share participation will only be exclusively used for the strengthening of his own equity basis of equity capital with a view in order to ensure guarantee the co-financing of the following activities measures in ▇▇▇▇▇▇▇▇▇▇▇▇▇Großröhrsdorf, ▇▇▇▇Stadt, ▇▇▇▇▇▇▇▇ of Kreis Kamenz: Machines & . Machinery/equipment: DEM 23,100,100.00 Commercial building costs: DEM /facilities DM 23,100,000.00 Industrial construction costs DM 15,200,000.00 The total funding financing shall be made in the following wayas follows: Amount Participation DM 2,442,000.00 Participation of capital investment: DEM 2,442,000.00 Capital investment of the VMP Venture Management Partners GmbH: DEM 858,000,00 Grant /allowance in the framework of GA (joint task “improvement of the regional economic structure”) DEM GmbH DM 858,000.00 Investment grant/allowance DM 13,404,000.00 EKE (supplementary equity capital program) DEM ▇▇▇ ▇▇ 4,890,000.00 Other long-term third party outside funds DEM DM 13,500,000.00 Borrower’s own Own funds DEM DM 3,206,000.00 The Presenter of Capital Investment participation grantor shall monitor the earmarked use of the funds and provide evidence, accordingly, to both he shall prove it vis-a-vis the Bank and the KfW, KfW on the annexed form upon termination enclosed forms immediately after the completion of the project. The Presenter of Capital Investment participation grantor shall keep the records on his the monitoring of the earmarked use of the participation funds. (3) The Presenter of Capital Investment Bank shall notify the Bank instantly on any modification of be notified immediately if the amount of capital investment or of the participation, the investment project or of the fundingits financing will be changed. (4) In The KfW reserved the conditions of right for the KfW participation programs, version 12/98 as amended in 12/98, for bank transmission, the KfW reserves the right transmission to reduce the loan to the bank in due proportion, Bank on a pro rata basis if the participation does will not come true be effected to the amount envisaged planned or if the ratio of participation should relations will change. The Bank, too, shall have Also the Bank reserves the right for such cases to reduce the loan granted to the Presenter of Capital Investment accordingly in such case. participation grantor. (5) If the reduction concerns amounts already paid, the Bank shall must immediately repay the reduced amounts of reduction to the KfW. The Presenter of Capital Investment, on his part, participation grantor undertakes paying to pay the respective corresponding amounts to the Bank immediatelyBank.