# embedding_metadata

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or
	
any
	
part
	
of
	
the
	
Security
	
Assets
	
and/or
	
income	in	respect	of	which	he
was
	
appointed;


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(b)
to	manage	the	Security	Assets	and	the	business	of	any	Chargor	as	he	thinks
	
fit;
	
	
(c)
to	redeem	any	Security	and	to	borrow	or	raise	any	money	and	secure	the	payment	of	any	money	in	priority	to	the
Secured	Obligations	for	the	purpose	of	the	exercise	of	his	powers	and/or	defraying	any	costs	or	liabilities	incurred
by	him	in	such
	
exercise;
	
	
(d)
to
	
sell
	
or
	
concur
	
in
	
selling,
	
leasing
	
or
	
otherwise
	
disposing
	
of
	
all
	
or
	
any
	
part
	
of
	
the
	
Security	Assets	in	respect	of
which	he	was	appointed	without	the	need	to	observe	the	restrictions	imposed	by	section	103	of	the	Act,	and,
without
	
limitation;
	
	
(i)
the
	
consideration
	
for
	
any
	
such
	
transaction
	
may
	
consist
	
of
	
cash,
	
debentures
	
or
	
other	obligations,	shares,
stock	or	other	valuable	consideration	(and	the	amount	of	such	consideration
	
may
	
be
	
dependent
	
upon
profit
	
or
	
turnover
	
or
	
be
	
determined
	
by
	
a
	
third	party);
	
and
	
	
(ii)
any	such	consideration	may	be	payable	in	a	lump	sum	or	by	instalments	spread	over	such	period	as	he
thinks
	
fit;
	
	
(e)
to	carry	out	any	sale,	lease	or	other	disposal	of	all	or	any	part	of	the	Security	Assets	by	conveying,	transferring,


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assigning	or	leasing	the	same	in	the	name	of	the	relevant
	
Chargor	and,
	
for
	
that
	
purpose,
	
to
	
enter
	
into
	
covenants
and
	
other
	
contractual
	
obligations
	
in
	
the
	
name	of,	and	so	as	to	bind,	such
	
Chargor;
	
	
(f)
to
	
take
	
any
	
such
	
proceedings
	
(in
	
the
	
name
	
of
	
any
	
of
	
the
	
relevant
	
Chargors
	
or
	
otherwise)
	
as	he
	
shall
	
think
	
fit
	
in
respect
	
of
	
the
	
Security
	
Assets
	
and/or
	
income
	
in
	
respect
	
of
	
which
	
he
	
was	appointed
	
(including
	
proceedings
	
for
recovery
	
of
	
rent
	
or
	
other
	
monies
	
in
	
arrears
	
at
	
the
	
date	of	his	appointment);
	
	
(g)
to
	
enter
	
into
	
or
	
make
	
any
	
such
	
agreement,
	
arrangement
	
or
	
compromise
	
as
	
he
	
shall
	
think
	
fit;
	
	
(h)
settle
	
any
	
claims,
	
accounts,
	
disputes,
	
questions
	
and
	
demands
	
with
	
or
	
by
	
any
	
person
	
who
	
is	or	claims	to	be	a
creditor	of	the	relevant	Chargor	or	relating	to	any	of	the	Security
	
Assets.
	
	
(i)


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Assets.
	
	
(i)
to	insure,	and	to	renew	any	insurances	in	respect	of,	the	Security	Assets	as	he	shall	think	fit	(or	as	the	Collateral
Agent	shall
	
direct);
	
(j)
to
	
appoint
	
and
	
employ
	
such
	
managers,
	
officers
	
and
	
workmen
	
and
	
engage
	
such
	
professional	advisers
	
as
	
he
	
shall
think
	
fit
	
(including,
	
without
	
prejudice
	
to
	
the
	
generality
	
of
	
the
	
foregoing	power,	to	employ	his	partners	and
	
firm);
	
	
(k)
to	form	one	or	more	subsidiaries	of	any	Chargor	and	to	transfer	to	any	such	subsidiary	all	or	any	part	of	the
Security
	
Assets;
	
	
(l)
to:
	
	
(i)
give	valid	receipts	for	all	monies	and	to	do	all	such	other	acts	and	things	as	may	seem	to	him	to	be
incidental	or	conducive	to	any	other	power	vested	in	him	or	necessary	or	desirable	for	the	preservation,
improvement	or	realisation	of	any	Security
	
Asset;


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(ii)
exercise	in	relation	to	each	Security	Asset	all	such	powers	and	rights	as	he	would	be	capable	of
exercising	if	he	were	the	absolute	beneficial	owner	of	the	Security	Assets;
	
and
	
	
(iii)
use	the	name	of	any	Chargor	for	any	of	the	above
	
purposes;
	
	
(iv)
do	all	other	acts	and	things	(including	signing	and	executing	all	documents	and	deeds)
	
as
	
the
	
Receiver
considers
	
to
	
be
	
incidental
	
or
	
conducive
	
to
	
any
	
of
	
the
	
matters	or	powers	in	this	Clause
	
16.2.
	
	
16.3
Section	109	Law	of	Property	Act
	
1925
	
	
(a)
Section	109(1)	of	the	Act	shall	not	apply	to	this
	
Deed.
	
	
(b)
Sections
	
109(6)
	
and
	
(8)
	
of
	
the
	
Act
	
shall
	
not
	
apply
	
to
	
a
	
Receiver
	
appointed
	
under
	
this
	
Deed.
	
	
17.
APPLICATION	OF
	
PROCEEDS
	
	
17.1
Application
	
	
(a)
All	moneys	collected	by	the	Collateral	Agent	(or,	to	the	extent	any	other	Security	Document	requires	proceeds	of
collateral	under	such	other	Security	Document	to	be	applied
	
in
	
accordance
	
with
	
the
	
provisions
	
of
	
this
	
Deed,
	
the
collateral
	
agent
	
under
	
such
	
other	Security
	
Document)
	
upon
	
any
	
sale
	
or
	
other


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any
	
sale
	
or
	
other
	
disposition
	
of
	
the
	
Security
	
Assets,
	
in
connection	with	the	Collateral	Agent’s	exercise	of	remedies	following	the	occurrence	of	an	Event	of	Default	which
is	continuing,	together	with	all	other	moneys	received	by	the	Collateral	Agent	hereunder	or	under	any	other
Security	Document,	shall	be	applied	as
	
follows:
	
	
(i)
first
,	to	the	payment	of	all	amounts	owing	the	Collateral	Agent	of	the	type	described
	
in
	
clauses
	
(b),
	
(c),
(d)
	
and
	
(e)
	
of
	
the
	
definition
	
of
	
“Secured
	
Obligations”;
	
	
(ii)
second
,	to	the	extent	proceeds	remain	after	the	application	pursuant	to	preceding	clause
	
(i),
	
an
	
amount
equal
	
to
	
the
	
outstanding
	
Primary
	
Obligations
	
shall
	
be
	
paid
	
to	the
	
Secured
	
Creditors
	
as
	
provided
	
in
Clause
	
17.1(e)
	
below,
	
with
	
each
	
such
	
Secured	Creditor	receiving	an	amount	equal	to	its	outstanding
Primary	Obligations	or,	if	the
	
proceeds
	
are
	
insufficient
	
to
	
pay
	
in
	
full
	
all
	
Primary
	
Obligations
	
described
above,	each	Secured	Creditor	shall	receive	its	Pro	Rata	Share	of	the	amount	remaining	to	be
distributed;
	
	
(iii)
third
,	to	the	extent	proceeds	remain	after	the	application	pursuant	to	preceding	clauses
	
(i)


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(i)
	
and
	
(ii),
	
an
amount
	
equal
	
to
	
the
	
outstanding
	
Secondary
	
Obligations
	
shall	be	paid	to	the	Secured	Creditors	as
provided	in	Clause	17.1(e)	below,	with	each	such	Secured	Creditor	receiving	an	amount	equal	to	its
outstanding	Secondary	Obligations	or,	if	the	proceeds	are	insufficient	to	pay	in	full	all	Secondary
Obligations	described	above,	each	Secured	Creditor	shall	receive	its	Pro	Rata	Share	of	the	amount
remaining	to	be	distributed;
	
and


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(iv)
fourth
,	to	the	extent	proceeds	remain	after	the	application	pursuant	to	preceding	clauses	(i)	through
(iii),	inclusive,	and	following	the	termination	of	this	Deed	pursuant	to	Clause	32	(
Release
)	hereof,	to	the
relevant	Chargor	or	to	whomever	may	be	lawfully	entitled	to	receive	such
	
surplus.
	
	
(b)
For	the	purposes	of	this	Clause
	
17.1:
	
“
Pro	Rata	Share
”	shall	mean,	when	calculating	a	Secured	Creditor’s	portion	of	any	distribution	or	amount,	that	amount	(expressed	as	a
percentage)	equal	to	a	fraction	the	numerator	of	which	is	the	then	unpaid	amount	of	such	Secured	Creditor’s	Primary	Obligations	or
Secondary	Obligations,	as	the	case	may	be,
	
and	the	denominator	of	which	is	the	then	outstanding	amount	of	all	Primary	Obligations	or
Secondary	Obligations	owing	to	the	applicable	Secured	Creditors	entitled	thereto,	as	the	case	may
	
be;
	
“
Primary
	
Obligations
”
	
shall
	
mean
	
all
	
principal
	
of,
	
premium,
	
fees
	
and
	
interest
	
on,	all	Loans	made	to	the	UK	Borrowers,	all	Unpaid
Drawings	(and	all	interest	thereon)	in	respect	of	Letters	of	Credit	issued	for	the	account	of	a	UK	Borrower,	the	Stated	Amount	of	(and	the
obligation	to	cash	collateralize)	all	outstanding	Letters	of	Credit	issued	for	the	account	of	a	UK	Borrower	and	all	Fees	in	respect	of	which	a
UK	Borrower	(in	its	capacity	as	such)	is	obligated;
	
and
	
“
Secondary	Obligations


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and
	
“
Secondary	Obligations
”	shall	mean	all	Obligations	other	than	Primary	Obligations.
	
	
(c)
When	payments	to	Secured	Creditors	are	based	upon	their	respective	Pro	Rata	Shares,	the	amounts	received	by
such	Secured	Creditors	hereunder	shall	be	applied	(for	purposes	
of	
making	determinations	under	this	Clause	17.1
only)	(i)	first,	to	their	Primary	Obligations	and
	
(ii)
	
second,
	
to
	
their
	
Secondary
	
Obligations.
	
If
	
any
	
payment
	
to
	
any
Secured
	
Creditor
	
of	its	Pro	Rata	Share	of	any	distribution	would	result	in	overpayment	to	such	Secured	Creditor,
such	excess	amount	shall	instead	be	distributed	in	respect	of	the	unpaid	Primary	Obligations	or	Secondary
Obligations,	as	the	case	may	be,	of	the	other	Secured	Creditors	entitled	to	such	distribution,	with	each	such
Secured	Creditor	whose	Primary	Obligations	or	Secondary	Obligations,	as	the	case	may	be,	have	not	been	paid	in
full	to	receive	an	amount
	
equal
	
to
	
such
	
excess
	
amount
	
multiplied
	
by
	
a
	
fraction
	
the
	
numerator
	
of
	
which
	
is
	
the
unpaid
	
Primary
	
Obligations
	
or
	
Secondary
	
Obligations,
	
as
	
the
	
case
	
may
	
be,
	
of
	
such
	
Secured	Creditor	and	the
denominator	of	which	is	the	unpaid	Primary	Obligations	or	Secondary	Obligations,	as	the	case	may	be,	of	all


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Secured	Creditors	entitled	to	such
	
distribution.
	
(d)
Each	of	the	Secured	Creditors,	by	their	acceptance	of	the	benefits	hereof	and	of	the	other	Security
	
Documents,
agrees
	
and
	
acknowledges
	
that
	
if
	
the
	
Secured
	
Creditors
	
receive
	
(or
	
are	to	receive)	a	distribution	on	account	of
undrawn	amounts	with	respect	to	Letters	of	Credit	issued	under	the	Credit	Agreement	for	the	account	of	a	UK
Borrower	(which	shall	only	occur	after	all	outstanding	Revolving	Loans	under	the	Credit	Agreement	of	any	UK
Borrower
	
and
	
Unpaid
	
Drawings
	
of
	
any
	
UK
	
Borrower
	
have
	
been
	
paid
	
in
	
full),
	
such
	
amounts	shall	be	paid	to	the
Administrative	Agent	under	the	Credit	Agreement	and	held	by	it,	for	the	equal	and	ratable	benefit	of	the	Secured
Creditors,	as	cash	security	for	the	repayment	of	Obligations	owing	to	the	Secured	Creditors	as	such.	If	any
amounts	are	held	as	cash	security	pursuant	to	the	immediately	preceding	sentence,	then	upon	the	termination	of
all	outstanding	Letters	of	Credit	issued	under	the	Credit	Agreement	and	for	the	account	of	a	UK	Borrower,	and
after	the	application	of	all	such	cash	security	to	the	repayment	of	all	Secured	Obligations	owing	to	the	Secured
Creditors	after	giving	effect	to	the	termination	of	all	such	Letters	of	Credit,	if	there	remains	any	excess	cash,	such
excess	cash	shall	be	returned
	
by
	
the
	
Administrative


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Agent
	
to
	
the
	
Collateral
	
Agent
	
for
	
distribution
	
in
	
accordance	with	Clause	17.1(a)	(
Application
)
	
hereof.
	
	
(e)
All
	
payments
	
required
	
to
	
be
	
made
	
hereunder
	
shall
	
be
	
made
	
to
	
the
	
Administrative
	
Agent
	
for	the	account	of	the
Secured
	
Creditors.
	
	
(f)
For
	
purposes
	
of
	
applying
	
payments
	
received
	
in
	
accordance
	
with
	
this
	
Clause
	
17
	
(
Application	of	Proceeds
),	the
Collateral	Agent	shall	be	entitled	to	rely	upon	the	Administrative	Agent	for
	
a
	
determination
	
(which
	
the
Administrative
	
Agent
	
agrees
	
to
	
provide
	
upon
	
request
	
of
	
the	Collateral
	
Agent)
	
of
	
the
	
outstanding
	
Primary
Obligations
	
and
	
Secondary
	
Obligations
	
owed	to	the	Secured	Creditors.	Unless	it	has	received	written	notice	from	a
Secured	Creditor	to	the
	
contrary,
	
the
	
Administrative
	
Agent,
	
in
	
furnishing
	
information
	
pursuant
	
to
	
the
	
preceding
sentence,	and	the	Collateral	Agent,	in	acting	hereunder,	shall	be	entitled	to	assume	that	no	Secondary	Obligations
are
	
outstanding.
	
	
(g)
It	is	understood	that	the	Chargors	shall	remain	jointly	and	severally	liable	to	the	extent	of	any
	
deficiency
	
between
the


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deficiency
	
between
the
	
amount
	
of
	
the
	
proceeds
	
of
	
the
	
Security
	
Assets
	
and
	
the
	
aggregate	amount	of	the
	
Obligations.
	
	
(h)
It	is	understood	and	agreed	by	each	Chargor	and	each	Secured	Creditor	that	the	Collateral	Agent	shall	have	no
liability	for	any	determinations	made	by	it	in	this	Section	16.1	
(Application
),	in	each	case	except	to	the	extent
resulting	from	the	gross	negligence	or	willful	misconduct	of	the	Collateral	Agent	(as	determined	by	a	court	of
competent	jurisdiction	in	a	final	and	non-appealable	decision).	Each	Chargor	and	each	Secured	Creditor
	
also
agrees
	
that
	
the
	
Collateral
	
Agent
	
may
	
(but
	
shall
	
not
	
be
	
required
	
to),
	
at
	
any
	
time	and	in	its	sole	discretion,	and	with
no	liability	resulting	therefrom,	petition	a	court	of	competent
	
jurisdiction
	
regarding
	
any
	
application
	
of
	
the
	
Security
Assets
	
in
	
accordance
	
with	the	requirements	hereof,	and	the	Collateral	Agent	shall	be	entitled	to	wait	for,	and	may
conclusively	rely	on,	any	such
	
determination.
	
	
17.2
Contingencies
	
If	the	Security	created	by	or	pursuant	to	this	Deed	is	enforced	at	a	time	when	no	amounts	are	due	under
	
the
	
Credit
	
Documents
	
(but
	
at
	
a
time
	
when
	
amounts
	
may
	
become
	
so
	
due),


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may
	
become
	
so
	
due),
	
the
	
Collateral
	
Agent	or
	
a
	
Receiver
	
may
	
pay
	
the
	
proceeds
	
of
	
any
	
recoveries
	
effected
	
by
	
it
	
into
	
a
blocked
	
suspense
	
account	(bearing
	
interest
	
at
	
such
	
rate
	
(if
	
any)
	
as
	
the
	
Collateral
	
Agent
	
usually
	
grants
	
for
	
accounts
	
of
	
that
	
size	and	nature).
	
17.3
Appropriation	and	suspense
	
account
	
	
(a)
Subject	to	Clause	17.1	(
Application
),	the	Collateral	Agent	shall	apply	all	payments	received	in	respect	of	the
Secured	Obligations	in	reduction	of	any	part	of	the	Secured	Obligations	in	any	order	or	manner	which	it	may
determine.
	
	
(b)
Any	such	appropriation	shall	override	any	appropriation	by	any
	
Chargor.
	
	
(c)
All	monies	received,	recovered	or	realised	by	the	Collateral	Agent	under	or	in	connection	with
	
this
	
Deed
	
may
	
at
	
the
discretion
	
of
	
the
	
Collateral
	
Agent
	
be
	
credited
	
to
	
a
	
separate
	
interest	bearing	suspense	account	(with	interest
accruing	thereon	at	at	least	the	rate	that	the	Collateral	Agent	usually	grants	for	accounts	of	that	size	and	nature)
for	so	long	as	the	Collateral	Agent	determines	without	the	Collateral	Agent	having	any


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obligation	to	apply	such
	
monies
	
or
	
any
	
part
	
of
	
it
	
in
	
or
	
towards
	
the
	
discharge
	
of
	
any
	
of
	
the
	
Secured
	
Obligations
unless	such	monies	would	be	sufficient	to	discharge	all	Secured	Obligations	in
	
full.
	
	
18.
SET-OFF
	
	
(a)
At
	
any
	
time
	
after
	
the
	
occurrence
	
of
	
an
	
Event
	
of
	
Default
	
which
	
is
	
continuing,
	
the
	
Collateral	Agent	and	each	other
Secured	Creditor	may	(but	shall	not	be	obliged	to)	set-off	any	matured	liability	owed	by	a	Chargor	under	any
Credit	Document	against	any	obligation	(whether	or	not	matured)	owed	by	the	Collateral	Agent	or	such	other
Secured	Creditor	to	such	Chargor,	regardless	of	the	place	of	payment,	booking	branch	or	currency	of	either
obligation.
	
	
(b)
If	the	obligations	are	in	different	currencies,	the	Collateral	Agent	or	such	other	Secured	Creditor	may	convert
either	obligation	at	a	market	rate	of	exchange	in	its	usual	course	of	business	for	the	purpose	of	the
	
set-off.
	
	
(c)
If	either	obligation	is	unliquidated	or	unascertained,	the	Collateral	Agent	or	such	other	Secured	Creditor	may	set
off	in	an	amount	estimated	by	it	in	good	faith	to	be	the	amount	of	that
	
obligation.
	
	
19.
DELEGATION
	
Each
	
of
	
the
	
Collateral
	
Agent
	
and


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the
	
Collateral
	
Agent
	
and
	
any
	
Receiver
	
may
	
delegate,
	
by
	
power
	
of
	
attorney
	
(or
	
in
	
any
	
other	manner)	to	any	person,	any	right,	power
or	discretion	exercisable	by	them	under	this	Deed	upon	any	terms	(including	power	to	sub-delegate)	which	it	may	reasonably	think	fit.
Neither	the	Collateral
	
Agent
	
nor
	
any
	
Receiver
	
shall
	
be
	
in
	
any
	
way
	
liable
	
or
	
responsible
	
to
	
any
	
Chargor
	
for
	
any	loss	or	liability	arising	from
any	act,	default,	omission	or	misconduct	on	the	part	of	any	Delegate	unless	arising	as	a	result	of	its	gross	negligence	or	wilful	misconduct
in	so
	
delegating.
	
	
20.
FURTHER
	
ASSURANCES
	
	
20.1
Further
	
action
	
Each	Chargor	shall	at	its	own	expense,	promptly	do	all	acts	and	execute	all	documents	that	the	Collateral	Agent	reasonably	specifies	is
required	for:
	
	
(a)
perfecting	or	protecting	the	Security	created	or	intended	to	be	created	by	this	Deed;
	
or
	
(b)
after	the	Security	created	by	or	pursuant	to	this	Deed	has	become	enforceable,	facilitating	the	realisation	of	any
Security	Asset	or	the	exercise	of	any	rights,	powers	and	remedies	properly	exercisable	by	the	Collateral	Agent,
any	other	Secured	Creditor	or	any	Receiver	or	any	Delegate	in	respect	of	any	Security	Asset	or	provided	by	or
pursuant	to	the	Credit	Documents	or	by
	
law,


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(ii)
the	execution	of	any	legal	mortgage,	charge,	transfer,	conveyance,	assignment,	assignation	or
assurance	of	any	property,	whether	to	the	Collateral	Agent	or	to	its	nominee;	and
	
	
(iii)
the	giving	of	any	notice,	order	or	direction	and	the	making	of	any	filing	or	registration,
	
provided
	
that
	
no
	
Chargor
	
shall
	
be
	
required
	
to
	
do
	
any
	
act
	
or
	
execute
	
any
	
document
	
in
	
order
	
to
	
create	or
	
to
	
perfect
	
(as
	
applicable)
	
any
Security
	
pursuant
	
to
	
this
	
Clause
	
20.1
	
before
	
such
	
an
	
obligation
	
has	otherwise	arisen	by	operation	of	this
	
Deed.
	
	
20.2
Specific
	
security
	
Without	prejudice	to	the	generality	of	Clause	20.1	(
Further	action
),	each	Chargor	will	promptly	upon	request	by	the	Collateral	Agent
execute	any	document	contemplated	by	that	Clause	over	any	Security	Asset	which	is	subject	to	or	intended	to	be	subject	to	any	fixed
security	under	this	Deed	(including	any	fixed	security	arising	or	intended	to	arise	pursuant	to	Clause	7	(
Conversion	of	Floating	Charge)
).
	
	
21.
POWER	OF
	
ATTORNEY
	
Until	this	Security	Agreement	is	terminated	in	accordance	with	its	terms,	each	Chargor	hereby	constitutes	and	appoints	the	Collateral
Agent	to	be	its	attorney,	irrevocably,	with	full	power	after	the	occurrence	of	an	Event	of	Default	which	is	continuing	(in	the	name	of	such


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Chargor	or	otherwise)	to	take	any	action	which	such	Chargor	is	obliged	to	take	under	this	Deed,	including	(without	limitation)	under
Clause	20.1	(
Further	action
).
	
	
22.
CURRENCY
	
CONVERSION
	
All	monies	received	or	held	by	the	Collateral	Agent	or	any	Receiver	under	this	Deed	may	be	converted	from	their	existing	currency	into
such	other	currency	as	the	Collateral	Agent	or	the	Receiver	considers	necessary	or,	following	an	Event	of	Default	which	is	continuing,
desirable	to	cover	the	obligations	and	liabilities	comprised	in	the	Secured	Obligations	in	that	other	currency	at	the	exchange	rate	in	effect
on	such	date,	as	determined	by	the	Collateral	Agent	in	a	manner	permitted
	
by
	
the
	
terms
	
of
	
the
	
Credit
	
Documents.
	
Each
	
Chargor
	
shall
indemnify
	
the
	
Collateral
	
Agent	against	all	costs,	charges	and	expenses	reasonably	and	properly	incurred	in	relation	to	such	conversion.
Neither	the	Collateral	Agent	nor	any	Receiver	shall	have	any	liability	to	any	Chargor	in	respect	of	any	loss	resulting	from	any	fluctuation
in	exchange	rates	after	any	such
	
conversion.
	
23.
CONTINUING	SECURITY
	
	
23.1
Continuing
	
security
	
The	Security	created	by	or	pursuant	to	this	Deed	is	continuing	and	will	extend	to	the	ultimate	balance	of	the	Secured	Obligations
regardless	of	any	intermediate	payment	or	discharge	in	whole	or	in	part.	Subject	to	Clause	32	(
Release
),	this	Deed	shall	remain	in	full
force	and	effect	as	a	continuing	security	for	the	duration	of	the	Security	Period.


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This
	
Deed
	
is
	
in
	
addition
	
to,
	
without
	
prejudice
	
to,
	
and
	
shall
	
not
	
merge
	
with,
	
any
	
other
	
right,
	
remedy,	guarantee	or	Security	which	the
Collateral	Agent	and/or	any	other	Secured	Creditors	may	at	any	time	hold	for	any	Secured
	
Obligation.
	
	
23.3
Right	to
	
enforce
	
This	Deed	may	be	enforced	against	each	or	any	Chargor	without	the	Collateral	Agent	and/or	any	other	Secured	Creditor	first	having
recourse	to	any	other	right,	remedy,	guarantee	or	Security	held	by	or	available	to	it	or	any	of	them.
	
	
23.4
Waiver	of	defences
	
The	obligations	of	each	Chargor	under	this	Deed	will	not	be	discharged,	diminished	or	in	any
	
way	adversely	affected	by	any	of	the
following	(whether	or	not	known	to	any	Chargor,	any	Secured	Creditor	or	any	other	person	and	whether	or	not	agreed	to	by,	or	notified	to,
any
	
Chargor):
	
	
(a)
any
	
time,
	
waiver,
	
or
	
consent
	
granted
	
to,
	
or
	
composition
	
with,
	
any
	
Credit
	
Party
	
or
	
any
	
other	person;
	
	
(b)
any	amendment	to,	or	replacement	of,	any	Credit	Document	(however	fundamental	and	whether
	
or
	
not
	
it
	
increases
the
	
liability
	
of
	
any
	
member
	
of
	
the
	
Group)
	
or


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of
	
the
	
Group)
	
or
	
any
	
other
	
agreement	or	security;
	
	
(c)
the
	
taking,
	
variation,
	
compromise,
	
exchange,
	
renewal
	
or
	
release
	
of,
	
or
	
refusal
	
or
	
neglect
	
to	perfect,	take-up	or
enforce	any	rights	or	remedies	against,	or	security	over	the	assets	of,	any	member	of	the	Group	or	any	other
person	or	any	failure	to	observe	or	perform	any	formal	requirement	in	respect	of	any	security	or	other
instruments	or	failure	to	realise	the	full	value	of	any
	
security;
	
	
(d)
any	obligation	of	any	Chargor	or	any	other	person	under	any	Credit	Document	or	other	agreement	(or	any	security
for	that	obligation)	being	or	becoming	void,	invalid,	illegal	or	unenforceable	for	any	reason;
	
	
(e)
any	incapacity	or	lack	of	power,	authority	or	legal	personality	of,	or	change	in	the	constitution	of,	or	any
amalgamation	or	reconstruction	of,	any	member	of	the	Group	or	other
	
person
	
or
	
any
	
failure
	
by
	
any
	
actual
	
or
proposed
	
member
	
of
	
the
	
Group
	
to
	
be
	
or
	
become	bound	by	the	terms	of	any	Credit
	
Document;
	
	
(f)
any	member	of	the	Group	or	other	person	being	or	becoming	insolvent	or	subject	to	any	insolvency	proceedings	or
procedure;
	
(g)
the	release	of	any	other	Credit	Party	under	the	terms	of	any	composition	or	arrangement	with	any	creditor	of	such
Credit	Party;	
or


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Credit	Party;	
or
	
	
(h)
any
	
other
	
act,
	
omission,
	
circumstance,
	
matter
	
or
	
thing
	
which,
	
but
	
for
	
this
	
Clause
	
23.4
	
would	operate
	
to
	
release,
reduce,
	
prejudice
	
or
	
otherwise
	
exonerate
	
the
	
relevant
	
Chargor
	
from
	
any	of	its	obligations	under	this
	
Deed.
	
	
24.
CHANGES	TO	THE
	
PARTIES
	
	
24.1
Chargors


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No	Chargor	may	assign	any	of	its	rights	or	obligations	under	this	Deed.
	
	
24.2
Collateral	Agent
	
Subject
	
to
	
the
	
terms
	
of
	
the
	
Credit
	
Agreement,
	
the
	
Collateral
	
Agent
	
may
	
assign
	
or
	
transfer
	
all
	
or
	
any	part	of	its	rights	under	this	Deed	in
accordance	with	the	Credit	Agreement.	Each	Chargor	shall,	as	soon	as	reasonably	practicable	after	being	requested	to	do	so	by	the
Collateral	Agent,	enter	into	such	documents	as	may	be	necessary	to	effect	such	assignment	or
	
transfer.
	
	
24.3
Accession
	
Deed
	
Each	Chargor	consents	to	other	members	of	the	Group	becoming	Chargors	in	accordance	with	the	terms	of	the	Credit	Documents.
	
	
25.
INDEMNITY
	
	
25.1
Indemnity.
	
	
(a)
Each	Chargor	jointly	and	severally	agrees	to	indemnify,	reimburse	and	hold	the	Collateral	Agent,
	
each
	
other
Lender
	
and
	
their
	
respective
	
successors,
	
assigns,
	
employees,
	
affiliates
	
and	agents	(each,	an	“
Indemnitee,
”	and
collectively,	“
Indemnitees
”)	harmless,	in	accordance	with	Section	13.01(b)	of	the	Credit	Agreement,	any	and	all
liabilities,	obligations,	losses,	damages	(excluding	damages,	losses	or	liabilities	arising	under	any	theory	of


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liability	for	special,	indirect,	consequential	or	incidental	damages	(as	opposed	to	direct	or	actual	damages)),
penalties,	claims,	actions	(including	removal	or	remedial	actions),	judgments,	suits,
	
costs,
	
expenses
	
and
disbursements
	
(including
	
reasonable
	
and
	
invoiced
	
out-of-pocket	attorneys’	and	consultants’	fees	and
disbursements	(but	limited,	in	the	case	of	attorneys’	fees	and	disbursements,	to	one	counsel	to	the	Indemnified
Persons,	taken	as	a	whole,	one	local	counsel	for	the	Indemnified	Persons,	taken	as	a	whole,	in	each	relevant
jurisdiction,	and,
	
solely
	
in
	
the
	
case
	
of
	
an
	
actual
	
or
	
perceived
	
conflict
	
of
	
interests,
	
one
	
additional
	
counsel	in	each
relevant	jurisdiction	to	each	group	of	affected	Indemnified	Persons	similarly	situated,	taken	as	a	whole))	incurred
by,	imposed	on	or	assessed	against	any	of	them	as	a	result	of,	or	arising	out	of,	or	in	any	way	related	to,	or	by
reason
	
of:
	
	
(i)
any	investigation,	litigation	or	other	proceeding	(whether	or	not	the	Lead	Arrangers,
	
the
	
Administrative
Agent,
	
the
	
Collateral
	
Agent,
	
the
	
Syndication
	
Agent,	the
	
Documentation
	
Agent,
	
any
	
Issuing
	
Lender
	
or
	
any
Lender
	
is
	
a
	
party
	
thereto
	
and	whether	or	not	such	investigation,	litigation	or	other	proceeding	is


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brought	by	or	on	behalf	of	any	Credit	Party)	related	to	the	entering	into	and/or	performance	of	this
Deed
	
or
	
any
	
other
	
Credit
	
Document
	
or
	
the
	
use
	
of
	
any
	
Letter
	
of
	
Credit
	
or
	
the	proceeds	of	any	Loans
hereunder	or	the	consummation	of	the	Transaction	or	any	other	transactions	contemplated	herein	or	in
any	other	Credit	Document	or	the	exercise	of	any	of	their	rights	or	remedies	provided	herein	or	in	the
other	Credit	Documents;	or
	
	
(ii)
(A)	the	handling	of	the	Charged	Account	and	Security	Assets	as	provided	in	this	Deed;	(B)	the	Agents’
and	the	Lenders’	relying	on	any	instructions	of	the	Company;
	
or
	
(C)
	
any
	
other
	
action
	
taken
	
by
	
the
Agents
	
or
	
the
	
Lenders
	
hereunder
	
or	under	the	other	Credit
	
Documents;


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provided	
that	no	Indemnitee	shall	be	indemnified	pursuant	to	this	Clause	25.1(a)	(
Indemnity
)	for	losses,	damages	or	liabilities:
	
	
(D)
to
	
the
	
extent
	
caused
	
by
	
the
	
gross
	
negligence
	
or
	
willful
	
misconduct
	
of
	
such	Indemnitee	(as
determined	by	a	court	of	competent	jurisdiction	in	a	final	and	non-appealable
	
decision);
	
	
(E)
constituting
	
taxes
	
(other
	
than
	
taxes
	
that
	
represent
	
losses,
	
liabilities,
	
claims,	damages	or
expenses	arising	from	any	non-tax	claim);
	
or
	
	
(F)
arising
	
out
	
of
	
disputes
	
solely
	
between
	
and
	
among
	
Indemnitees
	
to
	
the
	
extent	such	disputes	do
not	involve	any	act	or	omission	of	the	Company	or	any	of	its	Subsidiaries	or	any	of	their
respective	Affiliates	(other	than	claims	against	an	Indemnitee	acting	in	its	capacity	as	Agent	or
Lender).	Each	Chargor
	
agrees
	
that
	
upon
	
written
	
notice
	
by
	
any
	
Indemnitee
	
of
	
the
	
assertion	of
such	a	liability,	obligation,	damage,	injury,	penalty,	claim,	demand,	action,	suit	or	judgment,
the	relevant	Chargor	shall	assume	full	responsibility	for	the	defense	thereof.	Each	Indemnitee


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agrees	to	use	its	best	efforts	to	promptly	notify	the	relevant	Chargor	of	any	such	assertion	of
which	such	Indemnitee	has
	
knowledge.
	
	
(b)
Without
	
limiting
	
the
	
application
	
of
	
Clause
	
25.1(a)
	
(
Indemnity)
	
above,
	
each
	
Chargor
	
agrees,	jointly	and	severally,	to
pay	or	reimburse	the	Collateral	Agent	for	any	and	all	reasonable	and
	
invoiced
	
out-of-pocket
	
fees,
	
costs
	
and
expenses
	
of
	
whatever
	
kind
	
or
	
nature
	
incurred
	
in	connection	with	the	creation,	preservation	or	protection	of	the
Collateral	Agent’s	Security	on,	and	security	interest	in,	the	Security	Assets,	including,	without	limitation,	all	fees
and	taxes	in	connection	with	the	recording	or	filing	of	instruments	and	documents	in	public	offices,	payment	or
discharge	of	any	taxes	or	Security	in	respect	of	the	Security	Assets,	premiums	for	insurance	with	respect	to	the
Security	Assets	and	all	other	fees,	costs	and	expenses	in	connection	with	protecting,	maintaining	or	preserving
the	Security	Assets
	
and	the	Collateral	Agent’s	interest	therein,	whether	through	judicial	proceedings	or	otherwise,
or	in	defending	or	prosecuting	any	actions,	suits	or	proceedings	arising	out	of	or	relating	to	the	Security
	
Assets.
	
	
(c)
If	and	to	the	extent	that	the	obligations	of	any	Chargor	under	this	Clause	25	(
Indemnity
)	are	unenforceable	for	any
reason,	such	Chargor	hereby	agrees	to	make	the	maximum	contribution
	
to
	
the
	
payment
	
and


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to
	
the
	
payment
	
and
	
satisfaction
	
of
	
such
obligations
	
which
	
is
	
permissible
	
under	applicable
	
law.
	
	
25.2
Indemnity	Obligations	Secured	by	Collateral;
	
Survival.
Any	amounts	paid	by	any	Indemnitee	as	to	which	such	Indemnitee	has	the	right	to	reimbursement	hereunder
	
or
	
under
	
the
	
other
	
Credit
Documents
	
shall
	
constitute
	
Secured
	
Obligations
	
secured
	
by
	
the	Security	Assets.	The	indemnity	obligations	of	each	Chargor	contained	in
this	Deed	shall	continue	in
	
full
	
force
	
and
	
effect
	
notwithstanding
	
the
	
full
	
payment
	
of
	
all
	
of
	
the
	
other
	
Secured
	
Obligations
	
and
notwithstanding	the	full	payment	of	all	the	Notes	issued,	and	Loans	made,	under	the	Credit	Agreement,	the	termination	of	all	Letters	of
Credit	issued	under	the	Credit	Agreement,	the	termination	of	all	Secured	Hedging	Agreements	entered	into	with	the	Secured	Hedging
Creditors,	the	termination	of	all	Treasury	Services	Agreements	entered	into	with	the	Treasury	Services	Creditors	and	the	payment	of	all
other


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Secured	Obligations	and	notwithstanding	the	discharge	thereof	and	the	occurrence	of	the	Termination
	
Date.
	
	
26.
MISCELLANEOUS
	
	
26.1
Ruling
	
off
	
	
(a)
If	the	Collateral	Agent	or	any	other	Secured	Creditor	receives,	or	is	deemed	to	be	affected	by,	notice,	whether
actual	or	constructive,	of	any	subsequent	Security	(other	than	any	Permitted	Encumbrances)	affecting	any
Security	Asset	and/or	the	proceeds	of	sale	of	any	Security
	
Asset
	
or
	
any
	
guarantee
	
under
	
the
	
Credit
	
Documents
ceases
	
to
	
continue
	
in
	
force,
	
it	may
	
open
	
a
	
new
	
account
	
or
	
accounts
	
for
	
any
	
Chargor.
	
If
	
it
	
does
	
not
	
open
	
a
	
new
account,
	
it	shall
	
nevertheless
	
be
	
treated
	
as
	
if
	
it
	
had
	
done
	
so
	
at
	
the
	
time
	
when
	
it
	
received
	
or
	
was
	
deemed	to	have
received	such
	
notice.
	
	
(b)
As
	
from
	
that
	
time
	
all
	
payments
	
made
	
to
	
the
	
Collateral
	
Agent
	
or
	
such
	
other
	
Secured
	
Creditor	will	be	credited	or	be
treated	as	having	been	credited	to	the	new	account	and	will	not	operate	to	reduce	any	amount	of	the	Secured
Obligations.
	
	
26.2
Tacking


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26.2
Tacking
	
	
(a)
Each
	
Secured
	
Creditor
	
shall
	
perform
	
its
	
obligations
	
under
	
the
	
Credit
	
Documents
	
(including	any	obligation	to	make
available	further
	
advances).
	
	
(b)
This
	
Deed
	
secures
	
advances
	
already
	
made
	
and
	
further
	
advances
	
to
	
be
	
made
	
under
	
the
	
Credit	Agreement	that
constitute	Secured
	
Obligations.
	
	
26.3
Protective
	
clause
	
Each	Chargor	is	deemed	to	be	a	principal	debtor	in	relation	to	this	Deed.	The	obligations	of	each	Chargor	under,	and	the	security	intended
to	be	created	by,	this	Deed	shall	not	be	impaired	by	any	forbearance,
	
neglect,
	
indulgence,
	
extension
	
of
	
time,
	
release,
	
surrender
	
or
	
loss
	
of
securities,
	
dealing,	amendment
	
or
	
arrangement
	
by
	
any
	
Secured
	
Creditor
	
which
	
would
	
otherwise
	
have
	
reduced,
	
released	or	prejudiced	the
Security	created	by	or	pursuant	to	this	Deed	or	any	surety	liability	of	a	Chargor	(whether	or	not	known	to	it	or	to	any	Secured
	
Creditor).
	
	
27.
CALCULATIONS	AND
	
CERTIFICATES
	
Any	certificate	of	or	determination	by	a	Secured	Creditor,	or	the	Collateral	Agent	specifying	the	amount	of	any	Secured	Obligation	due


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from	the	Chargors	(including	details	of	any	relevant	calculation	thereof)	is,	in	the	absence	of	manifest	error,	prima	facie	evidence	against
the	Chargors	of	the	matters	to	which	it	relates.
	
28.
PARTIAL
	
INVALIDITY
	
All	the	provisions	of	this	Deed	are	severable	and	distinct	from	one	another	and	if	at	any	time	any	provision	is	or	becomes	illegal,	invalid	or
unenforceable	in	any	respect	under	any	law	of	any	jurisdiction,	neither	the	legality,	validity	or	enforceability	of	any	of	the	remaining
provisions	nor	the
	
legality,
	
validity
	
or
	
enforceability
	
of
	
such
	
provision
	
under
	
the
	
law
	
of
	
any
	
other
	
jurisdiction
	
will	in	any	way	be	affected	or
impaired.
	
	
29.
REMEDIES	AND
	
WAIVERS


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No
	
failure
	
to
	
exercise,
	
nor
	
any
	
delay
	
in
	
exercising,
	
on
	
the
	
part
	
of
	
the
	
Collateral
	
Agent
	
(or
	
any
	
other	Secured	Creditor),	any	right	or	remedy
under	this	Deed	shall	operate	as	a	waiver,	nor	shall	any	single
	
or
	
partial
	
exercise
	
of
	
any
	
right
	
or
	
remedy
	
prevent
	
any
	
further
	
or
	
other
exercise,
	
or
	
the
	
exercise	of	any	other	right	or	remedy.	The	rights	and	remedies	provided	are	cumulative	and	not	exclusive	of	any	rights	or
remedies	provided	by
	
law.
	
	
30.
AMENDMENTS
	
Any
	
provision
	
of
	
this
	
Deed
	
may
	
be
	
amended
	
only
	
if
	
the
	
Collateral
	
Agent
	
and
	
each
	
Chargor
	
so
	
agree	in
	
writing
	
and
	
any
	
breach
	
of
	
this
	
Deed
may
	
be
	
waived
	
before
	
or
	
after
	
it
	
occurs
	
only
	
if
	
the
	
Collateral	Agent	so	agrees	in	writing.	A	waiver	given	or	consent	granted	by	the
Collateral	Agent	under	this	Deed
	
will
	
be
	
effective
	
only
	
if
	
given
	
in
	
writing
	
and
	
then
	
only
	
in
	
the
	
instance
	
and
	
for
	
the


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instance
	
and
	
for
	
the
	
purpose
	
for	which	it	is
given.
	
	
31.
COUNTERPARTS
	
This	Deed	may	be	executed	in	any	number	of	counterparts,	and	this	has	the	same	effect	as	if	the	signatures	(and	seals,	if	any)	on	the
counterparts	were	on	a	single	copy	of	this	Deed.
	
	
32.
RELEASE
	
	
32.1
Release
	
Upon
	
the
	
expiry
	
of
	
the
	
Security
	
Period
	
or
	
where
	
otherwise
	
contemplated
	
by
	
the
	
Credit
	
Agreement,	the	Collateral	Agent	shall,	at	the
request	and	cost	of	the	Chargors,	take	whatever	action,	including	preparing
	
and
	
delivering
	
all
	
documents
	
and
	
instruments
	
(including
	
any
termination
	
or
	
release
	
letter	or	deed),	revoking	any	powers	of	attorney	and	performing	all	acts	or	deeds	(including	returning	any
	
document
belonging
	
to
	
the
	
Chargors)
	
which
	
are,
	
in
	
each
	
case,
	
necessary
	
to
	
release
	
or
	
re-assign	(without	recourse	or	warranty)	the	Security	Assets
(or	part	thereof)	from	the
	
Security.
	
	
32.2
Reinstatement
	
Where
	
any
	
discharge
	
(whether
	
in
	
respect
	
of
	
the
	
obligations
	
of
	
any
	
Chargor
	
or
	
any
	
security
	
for
	
those	obligations	or	otherwise)	is	made	in


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those	obligations	or	otherwise)	is	made	in
whole	or	in	part	or	any	arrangement	is	made	on	the	faith	of	any	payment,	security	or	other	disposition	which	is	avoided	or	must	be
restored	on	insolvency,	liquidation	or	otherwise	(without	limitation),	the	liability	of	the	Chargors	under	this	Deed	shall	continue	as	if	the
discharge	or	arrangement	had	not	occurred.	The	Collateral	Agent	may	concede	or	compromise	any	claim	that	any	payment,	security	or
other	disposition	is	liable	to	avoidance	or	restoration.
	
33.
PERPETUITY
	
PERIOD
	
The	Perpetuity	period	under	the	rule	against	perpetuities,	if	applicable	to	this	Deed,	shall	be	the	period	of	one	hundred	and	twenty	five
years	from	the	date	of	this	Deed.
	
	
34.
GOVERNING
	
LAW
	
This
	
Deed
	
and
	
any
	
dispute,
	
proceedings
	
or
	
claims
	
of
	
whatever
	
nature
	
arising
	
out
	
of
	
or
	
in
	
connection	with
	
it
	
and
	
any
	
non-contractual
obligations
	
arising
	
out
	
of
	
or
	
in
	
connection
	
with
	
it
	
shall
	
be
	
governed	by	and	construed	in	accordance	with	English
	
law.
	
	
35.
JURISDICTION
	
	
35.1
English
	
Courts


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The	courts	of	England	have	exclusive	jurisdiction	to	settle	any	dispute	arising	out	of	or	in	connection	with	this	Deed	(including	a	dispute
regarding	the	existence,	validity	or	termination	of	this	Deed	or	any	non-contractual	obligations	arising	out	of	or	in	connection	with	this
Deed)	(a	“
Dispute
”).
	
	
35.2
Convenient	Forum
	
The	parties	to	this	Deed	agree	that	the	courts	of	England	are	the	most	appropriate	and	convenient	forum	to	settle	Disputes	between	them
and,	accordingly,	that	they	will	not	argue	to	the	contrary.
	
	
35.3
Non-exclusive
	
Jurisdiction
	
This	Clause	35	(
Jurisdiction
)	is	for	the	benefit	of	the	Collateral	Agent	only.	As	a	result	and	notwithstanding
	
Clause
	
35.1
	
(
English
	
Courts
),
	
it
does
	
not
	
prevent
	
the
	
Collateral
	
Agent
	
from
	
taking	proceedings
	
relating
	
to
	
a
	
Dispute
	
in
	
any
	
other
	
court
	
of
	
competent
	
jurisdiction.
	
To
	
the
extent
	
allowed	by	law	the	Collateral	Agent	may	take	concurrent	proceedings	in	any	number	of
	
jurisdictions.
	
IN	WITNESS	
of	which	this	Deed	has	been	duly	executed	by	the	Original	Chargor	as	a	deed	and	duly	executed
	
by
	
the
	
Collateral
	
Agent
	
and
has
	
been
	
delivered
	
on
	
the
	
first
	
date
	
specified
	
on
	
page
	
1
	
of
	
this
	
Deed	by	the	Original	Chargor.


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SCHEDULE	2
	
FORM	OF	NOTICE	TO	AND	ACKNOWLEDGEMENT	BY	INSURERS
	
To:
[
Insert	name	and	address	of
	
insurer
]
	
Dated:	[●]
	
Dear	Sirs
	
SECURITY	AGREEMENT	DATED	[
●
]	BETWEEN	(1)	[COLLATERAL	AGENT]	AND	(2)	[
●
]	(THE	“CHARGOR”)
	
	
1.
We	give	notice	that,	by	a	security	agreement	dated	[●]	(the	“
Security	Agreement
”),	we	have	assigned	to	[
the	Collateral
Agent
]	(the	“
Collateral	Agent
”)	as	Collateral	Agent	for	certain	banks,	financial
	
institutions
	
and
	
others
	
(as
	
referred
	
to
	
in
	
the
Security
	
Agreement)
	
all
	
our
	
present
	
and
	
future	right,
	
title
	
and
	
interest
	
in
	
and
	
to
	
the
	
[
DESCRIBE
	
INSURANCE
	
POLICIES
]
(together
	
with
	
any
	
other	agreement	supplementing	or	amending	the	same,	the	“
Policies
”)	including	all	rights	and	remedies
in	connection	with	the	Policies	and	all	proceeds	and	claims	arising	from	the
	
Policies.
	
	
2.
We	irrevocably	authorise	and	instruct	you	following	receipt	by	you	of	a	notice	from	the	Collateral	Agent	stating	that	an
“Event	of	Default”	has	occurred	and	is	continuing	under	the	Security	Agreement	to:
	
	
(a)
disclose	to	the	Collateral	Agent	at	our	expense	(without	any	reference	to	or	further	authority
	
from
	
us
	
and
	
without


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from
	
us
	
and
	
without
any
	
enquiry
	
by
	
you
	
as
	
to
	
the
	
justification
	
for
	
such
	
disclosure)	such	information	relating	to	the	Policies	as	the
Collateral	Agent	may	from	time	to	time	request;
	
	
(b)
comply
	
with
	
any
	
written
	
notice
	
or
	
instructions
	
in
	
any
	
way
	
relating
	
to
	
(or
	
purporting
	
to
	
relate	to)
	
the
	
Security
Agreement,
	
the
	
sums
	
payable
	
to
	
us
	
from
	
time
	
to
	
time
	
under
	
the
	
Policies
	
or	the	debts	represented	by	them	which
you	may	receive	from	the	Collateral	Agent	(without	any	reference	to	or	further	authority	from	us	and	without	any
enquiry	by	you	as	to	the	justification	for	or	validity	of	such	notice	or
	
instruction);
	
	
(c)
make	all	payments	under	or	arising	from	the	Policies	only	in	accordance	with	the	written	instructions	of	the
Collateral	Agent;
	
and
	
	
(d)
send
	
copies
	
of
	
all
	
notices
	
and
	
other
	
information
	
given
	
or
	
received
	
under
	
the
	
Policies
	
to
	
the	Collateral	Agent.
	
	
3.
This
	
notice
	
may
	
only
	
be
	
revoked
	
or
	
amended
	
with
	
the
	
prior
	
written
	
consent
	
of
	
the
	
Collateral
	
Agent	and	the


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the
	
Collateral
	
Agent	and	the
	
Chargors.
	
	
4.
Please	confirm	by	completing	and	signing	the	enclosed	copy	of	this	notice	and	returning	it	to	the	Collateral	Agent	(with	a
copy	to	us)	that	you	agree	to	the	above	and
	
that:
	
	
(a)
you	accept	the	instructions	and	authorisations	contained	in	this	notice	and	you	undertake	to	comply	with	this
notice;
	
and


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(b)
you	have	not,	at	the	date	this	notice	is	returned	to	the	Collateral	Agent,	received	notice	of	the	assignment	or
charge,	the	grant	of	any	security	or	the	existence	of	any	other	interest
	
of	
any	third	party	in	or	to	the	Policies	or
any	proceeds	of	them	or	any	breach	of	the	terms	of	any
	
Policy
	
and
	
you
	
will
	
notify
	
the
	
Collateral
	
Agent
	
promptly
	
if
you
	
should
	
do
	
so
	
in
	
future.
	
	
5.
This	notice,	and	any	acknowledgement	in	connection	with	it,	and	any	non-contractual	obligations	arising	out	of	or	in
connection	with	any	of	them,	shall	be	governed	by	English
	
law.
	
Yours	faithfully
	
	
	
for	and	on	behalf
	
of
[
Name	of
	
Chargor
]


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[
On	acknowledgment	copy
]
	
To:
[●]
as	Collateral	Agent	[
ADDRESS
]
	
Copy
	
to:
[
NAME	OF
	
CHARGOR
]
	
Dear	Sirs
	
We	acknowledge	receipt	of	the	above	notice	and	consent	and	agree	to	its	terms.	We	confirm	and	agree	to	the	matters	referred	to	in	it.
	
	
	
for	and	on	behalf	of
[●]
	
Dated:	[●]


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SCHEDULE	3
	
FORM	OF	NOTICE	AND	ACKNOWLEDGEMENT	OF	ASSIGNMENT
	
To:
[
Insert	name	and	address	of
	
counterparty
]
	
Dated:	[●]
	
Dear	Sirs
	
SECURITY	AGREEMENT	DATED	[
●
]	BETWEEN	(1)	[COLLATERAL	AGENT]	AND	(2)	[
●
]	(THE	“CHARGOR”)
	
	
1.
We	give	notice	that,	by	a	security	agreement	dated	[●]	(the	“
Security	Agreement
”),	we	have	assigned	to	[
the	Collateral
Agent
]	(the	“
Collateral	Agent
”)	as	Collateral	Agent	for	certain	banks,	financial
	
institutions
	
and
	
others
	
(as
	
referred
	
to
	
in
	
the
Security
	
Agreement)
	
all
	
our
	
present
	
and
	
future	right,	title	and	interest	in	and	to	[identify	receivables	or	other	Assigned	Asset]
(together	with	any	other	agreement	supplementing	or	amending	the	same,	the	“
Agreement
”)	including	all	rights	and
remedies	in	connection	with	the	Agreement	and	all	proceeds	and	claims	arising	from	the	Agreement.
	
	
2.
We	irrevocably	authorise	and	instruct	you	following	receipt	by	you	of	a	notice	from	the	Collateral	Agent	stating	that	an
“Event	of	Default”	has	occurred	under	the	Security	Agreement,
	
to:
	
	
(a)
disclose	to	the	Collateral	Agent	at	our	expense	(without	any	reference	to	or	further	authority
	
from
	
us
	
and
	
without
any
	
enquiry
	
by
	
you
	
as
	
to
	
the
	
justification
	
for
	
such


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the
	
justification
	
for
	
such
	
disclosure)	such	information	relating	to	the	Agreement	as	the
Collateral	Agent	may	from	time	to	time	request;
	
	
(b)
comply
	
with
	
any
	
written
	
notice
	
or
	
instructions
	
in
	
any
	
way
	
relating
	
to
	
(or
	
purporting
	
to
	
relate	to)
	
the
	
Security
Agreement,
	
the
	
sums
	
payable
	
to
	
us
	
from
	
time
	
to
	
time
	
under
	
the
	
Agreement	or
	
the
	
debts
	
represented
	
by
	
them
	
which
you
	
may
	
receive
	
from
	
the
	
Collateral
	
Agent
	
(without	any	reference	to	or	further	authority	from	us	and	without	any
enquiry	by	you	as	to	the	justification	for	or	validity	of	such	notice	or
	
instruction);
	
	
(c)
make
	
all
	
payments
	
under
	
or
	
arising
	
from
	
the
	
Agreement
	
only
	
in
	
accordance
	
with
	
the
	
written	instructions	of	the
Collateral	Agent;
	
and
	
	
(d)
send	copies	of	all	notices	and	other	information	given	or	received	under	the	Agreement	to	the	Collateral	Agent.
	
	
3.
This
	
notice
	
may
	
only
	
be
	
revoked
	
or
	
amended
	
with
	
the
	
prior
	
written
	
consent
	
of
	
the
	
Collateral
	
Agent	and	the
	
Chargors.
	
	
4.


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Chargors.
	
	
4.
Please	confirm	by	completing	and	signing	the	enclosed	copy	of	this	notice	and	returning	it	to	the	Collateral	Agent	(with	a
copy	to	us)	that	you	agree	to	the	above	and
	
that:
	
	
(a)
you	accept	the	instructions	and	authorisations	contained	in	this	notice	and	you	undertake	to	comply	with	this
notice;
	
and
	
(b)
you	have	not,	at	the	date	this	notice	is	returned	to	the	Collateral	Agent,	received	notice	of	the	assignment	or
charge,	the	grant	of	any	security	or	the	existence	of	any	other	interest
	
of	
any	third	party	in	or	to	the	Agreement	or
any	proceeds	of	them	and	you	will	notify	the	Collateral	Agent	promptly	if	you	should	do	so	in
	
future.
	
	
5.
This	notice,	and	any	acknowledgement	in	connection	with	it,	and	any	non-contractual	obligations	arising	out	of	or	in
connection	with	any	of	them,	shall	be	governed	by	English
	
law.


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SCHEDULE	4
	
FORM	OF	NOTICE	TO	AND	ACKNOWLEDGEMENT	FROM	ACCOUNT	BANK
	
To
[
insert	name	and	address	of	Account	Bank
]	(the	“
Account	Bank
”)
	
Dated:	[●]
	
	
Dear	Sirs
	
Re:
[Chargor]	-	Security	over	Bank
	
Accounts
	
We	notify	you	that	each	of	[
insert	names	of	Chargors
]	(the	“
Chargors
”)	has	charged	to	[
the	Collateral	Agent
]	(the	“
Collateral	Agent
”)	for
the	benefit	of	itself	and	certain	other	banks	and	financial	institutions	all	their	right,	title	and	interest	in	and	to	the	monies	from	time	to
time	standing	to	the	credit	of	the	accounts	identified	in	the	schedule	to	this	notice	(the	“
Charged	Accounts
”)	and	to	all	interest	(if	any)
accruing	on	the	Charged	Accounts	by	way	of	a	security	agreement	dated	[●]	(the	“
Security	Agreement
”).
	
	
1
Prior	to	the	receipt	by	you	of	a	notice	from	the	Collateral	Agent	specifying	that	an	Account	Control	Event	is	continuing,	the
Chargors	will	have	the	sole	right:	(i)	to	operate	and	transact	business	in	relation	to	the	Charged	Accounts	(including	making
withdrawals	from	and	effecting	closures	of	the	Charged	Accounts),	and	(ii)	to	deal	with	you	in	relation	to	the	Charged
Accounts.
	
	
2
Following	receipt	by	you	of	a	written	notice	from	the	Collateral	Agent	specifying	that	an	Account	Control	Event	is	continuing,
the	Chargors	irrevocably	authorise
	
you:
	
	
(a)
to	hold	all	monies	from	time	to	time	standing	to	the	credit	of	the	Charged	Accounts	to	the	order	of	the	Collateral


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Agent	and	to	pay	all	or	any	part	of	those	monies	to	the	Collateral	Agent	(or	as	it	may	direct)	promptly	following
receipt	of	written	instructions	from	the	Collateral	Agent	to	that	effect;	and
	
	
(b)
subject	to	the	requirements	of	applicable	law,	to	disclose	to	the	Collateral	Agent	any	information	relating	to	the
Chargors	and	the	Charged	Accounts	which	the	Collateral	Agent	may	from	time	to	time	request	you	to
	
provide.
	
	
3
This	notice	may	only	be	revoked	or	varied	with	the	prior	written	consent	of	the	Collateral	Agent	and	the
	
Chargors.
	
	
4
Please	sign	and	return	the	enclosed	copy	of	this	notice	to	the	Collateral	Agent	(with	a	copy	to	the	Chargors)	by	way	of	your
confirmation
	
that:
	
	
(a)
you	agree	to	act	in	accordance	with	the	provisions	of	this
	
notice;
	
	
(b)
you	have	not	previously	received	notice	(other	than	notices	which	were	subsequently	irrevocably	and
unconditionally	withdrawn)	that	any	Chargor	has	assigned	its	rights	to	the	monies	standing	to	the	credit	of	the
Charged	Accounts	or	otherwise	granted	any	security	or	other	interest	over	those	monies	in	favour	of	any	third
party;


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(c)
you	will	not	exercise	any	right	to	combine	accounts	or	any	rights	of	set-off	or	lien	or	any	similar	rights	in	relation
to	the	monies	standing	to	the	credit	of	the	Charged	Accounts;	and
	
	
(d)
you	have	not	claimed	or	exercised,	nor	do	you	have	outstanding	any	right	to	claim	or	exercise	against	any
Chargor,	any	right	of	set-off,	counter-claim	or	other	right	relating	to	the	Charged	Accounts,	except	prior	security
interests	in	favour	of	you	created	or	arising	by	operation	of	law	or	in	your	standard	terms	and	conditions
(including,	as	applicable,	for	the	netting	of	credit	and	debit	balances	pursuant	to	current	account	netting
arrangements).
	
	
5
This	notice	shall	take	effect	as	a	Cash	Management	Control	Agreement	for	the	purposes	of	the	Credit	Agreement.
	
	
6.
This	notice,	and	any	acknowledgements	in	connection	with	it,	and	any	non-contractual	obligations	arising	out	of	or	in
connection	with	any	of	them,	shall	be	governed	by	English
	
law.
	
	
SCHEDULE
	
Customer
Account	Number
Sort	Code
Status
[●]
[●]
[●]
Not	blocked
	
	
Yours	faithfully
	
	
	
............................................................
for	and	on	behalf	of	[
Name	of	Chargor
]


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[
On	acknowledgement	copy
]
	
To:
[●]
as	Collateral	Agent	[
ADDRESS
]
	
Copy
	
to:
[
NAME	OF	EACH
	
CHARGOR
]
	
We	acknowledge	receipt	of	the	above	notice.	We	confirm	and	agree	to	the	matters	referred	to	in	it.
	
	
	
for	and	on	behalf	of
[
Name	of	Account	Bank
]
	
Dated:	[●]


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SCHEDULE	5
	
FORM	OF	ACCESSION	DEED	THIS	ACCESSION	DEED	
is
	
made
	
on
20[●]
BETWEEN
	
	
(1)
EACH	COMPANY	LISTED	IN	SCHEDULE	1	
(each	an	“
Acceding	Company
”);
	
and
	
	
(2)
[●]	
(as	Collateral	Agent	for	the	Secured	Creditors	(as	defined	below))	(the	“
Collateral
	
Agent
”).
	
BACKGROUND
	
This	Accession	Deed	is	supplemental	to	a	security	agreement	dated	[●]	and	made	between	(1)	the	Chargors
named	in	it	and	(2)	the	Collateral	Agent	(the	“
Security	Agreement
”).	
IT	IS	AGREED:
	
1.
DEFINITIONS	AND
	
INTERPRETATION
	
	
(a)
Definitions
	
Terms	defined	in,	or	construed	for	the	purposes	of,	the	Security	Agreement	have	the	same	meanings	when	used	in	this	Accession	Deed
including	the	recital	to	this	Accession	Deed	(unless	otherwise	defined	in	this	Accession	Deed).
	
	
(b)
Construction
	
Clause	1.2	(
Interpretation
)	of	the	Security	Agreement	applies	with	any	necessary	changes	to	this	Accession	Deed	as	if	it	were	set	out	in
full	in	this	Accession	Deed.
	
	
2.
ACCESSION	OF	THE	ACCEDING
	
COMPANY
	
	
(a)
Accession
	
[The/Each]	Acceding	Company:
	
	
(i)
unconditionally	and	irrevocably	undertakes	to	and	agrees	with	the	Collateral	Agent	to	observe	and	be
bound	by	the	Security	Agreement;
	
and
	
	
(ii)


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and
	
	
(ii)
creates	and	grants	[at	the	date	of	this	Deed]	the	charges,	mortgages,	assignments	and	other	security
which	are	stated	to	be	created	or	granted	by	the	Security	Agreement,	as	if	it	had	been	an	original	party
to	the	Security	Agreement	as	one	of	the	Chargors.
	
	
(b)
Covenant	to
	
pay
	
Without	prejudice	to	the	generality	of	clause	2(a)	(
Accession
),	[the/each]	Acceding	Company	(jointly	and	severally	with	the	other	Chargors
[and	each	other	Acceding	Company]),	covenants	in	the	terms	set	out	in	clause	2	(
Covenant	to	Pay
)	of	the	Security	Agreement.


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(c)
Charge	and
	
assignment
	
Subject	to	clause	8	(
Excluded	
Assets)	of	the	Security	Agreement	and	without	prejudice	to	the	generality	of	clause	2(a)	(
Accession
),
[the/each]	Acceding	Company	with	full	title	guarantee,	charges	and	assigns	(and	agrees	to	charge	and	assign)	to	the	Collateral	Agent	for
the	payment	and	discharge	of	the	Secured	Obligations,	all	its	right,	title	and	interest	in	and	to	the	property,	assets	and	undertaking	owned
by	it	or	in	which	it	has	an	interest,	on	the	terms	set	out	in	clauses	1.7	(
Obligations	secured	by	this	Deed)
,	3	(
Grant	of	Security
),	4
	
(
Fixed
Security
),
	
5
	
(
Floating
	
Charge
)
	
and
	
6
	
(
Grant
	
of
	
license
)
	
of
	
the
	
Security
	
Agreement	including	(without	limiting	the	generality	of	the
foregoing):
	
	
(i)
by	way	of	first	fixed	charge	all	Inventory	the	benefit	of	all	contracts,	licences	and	warranties	relating	to
the
	
same;
	
	
(ii)
by	way	of	first	fixed	charge	all	Charged	Accounts	of	the	Acceding	Company	(including,
	
without
limitation,
	
those
	
specified
	
[against
	
its
	
name]
	
in
	
Part
	
1
	
(
Charged	Accounts
)	of	Schedule	2	(
Details	of
Security	Assets	owned	by	Acceding	Companies
))	and	all	monies	at	any	time	standing	to	the	credit	of
such	Charged	Accounts,	together	with	all	interest	from	time	to	time	accrued	or	accruing	on
	
such	monies,


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such	monies,
any	investment	made	out	of	such	monies	or	account	and	all	rights	to	repayment	of	any	of	the
	
foregoing;
	
	
(iii)
by	way	of	assignment	and,	to	the	extent	not	effectively	assigned,	by	way	of	first	fixed	charge	all	its	right,
title	and	interest	in,	proceeds	of	(and	claims	under)	each	Assigned
	
Asset;
	
	
(iv)
by	way	of	first	fixed	charge	(to	the	extent	not	otherwise	charged	or	assigned	in	this	Deed)	the	benefit	of
all	licences,	consents,	agreements	and	authorisations	held	or	used	in	connection	with	the	use	of	any	of
the	Security	Assets;
	
and
	
	
(v)
by	way	of	first	floating	charge	all	of	its	present	and	future	Security
	
Assets.
	
	
(d)
Security
	
Assignment
	
Subject	to	clause	8	(
Excluded	Assets
)	of	the	Security	Agreement,	[the/each	Acceding	Company]	assigns	and	agrees	to	assign	absolutely	as
continuing	security	for	the	payment	and	discharge	of	the	Secured	Obligations	(subject	to	a	proviso	for	reassignment	on	redemption)	all	of
its	present	and	future	right,	title	and	interest	in	and	to:
	
	
(i)
all	Insurances	and	all	claims	under	the	Insurances	and	all	proceeds	of	the	Insurances;
	
and
	
	
(ii)
all	Receivables.
	
To	the	extent	that	any	Assigned	Asset	is	not	assignable,	the	assignment	which	that	clause	purports
	
to
	
effect
	
shall
	
operate
	
instead
	
as
	
an
assignment
	
of
	
all
	
present
	
and
	
future
	
rights
	
and	claims	of	such	Chargor	to	any	proceeds	of	such	Insurances	and


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Receivables.
	
3.
REPRESENTATIONS
	
[The	/	Each]	Acceding	Company	makes	the	representations	and	warranties	set	out	in	clause	10	of	the	Security	Agreement	as	at	the	date	of
this	Deed.


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4.
CONSTRUCTION	OF	SECURITY
	
AGREEMENT
	
This
	
Accession
	
Deed
	
shall
	
be
	
read
	
as
	
one
	
with
	
the
	
Security
	
Agreement
	
so
	
that
	
all
	
references
	
in
	
the	Security	Agreement	to	“
this	Deed
”	and
similar	expressions	shall	include	references	to	this	Accession
	
Deed.
	
	
5.
THIRD	PARTY
	
RIGHTS
	
A	person	who	is	not	a	party	to	this	Accession	Deed	has	no	right	under	the	Contracts	(Rights	of	Third	Parties)	Act	1999	to	enforce	or	enjoy
the	benefit	of	any	term	of	this	Accession	Deed.
	
	
6.
NOTICE
	
DETAILS
	
Notice	details	for	[the/each]	Acceding	Company	are	those	identified	with	its	name	below.
	
	
7.
COUNTERPARTS
	
This	Accession	Deed	may	be	executed	in	any	number	of	counterparts,	and	this	has	the	same	effect	as	if	the	signatures	(and	seals,	if	any)
on	the	counterparts	were	on	a	single	copy	of	this	Accession	Deed.
	
	
8.
GOVERNING
	
LAW
	
This	Accession	Deed	and	any	non-contractual	obligations	arising	out	of	or	in	connection	with	it	shall	be	governed	by	English	law.
	
IN	WITNESS	
of	which	this	Accession	Deed	has	been	duly	executed	by	[the/each]	Acceding	Company	as	a
	
deed
	
and
	
duly
	
executed
	
by
	
the
Collateral
	
Agent
	
and
	
has
	
been
	
delivered
	
on
	
the
	
first
	
date
	
specified


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the
	
first
	
date
	
specified
	
on
	
page	1	of	this	Accession	Deed][by	[the/each]	Acceding	Company.


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SCHEDULE	1	TO	THE	ACCESSION	DEED
	
The	Acceding	Companies
	
Acceding	Company
Jurisdiction	of
incorporation
Registration
number
Registered
office
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
	
	
SCHEDULE	2	TO	THE	ACCESSION	DEED
	
Details	of	Security	Assets	owned	by	the	Acceding	Companies
	
Core	UK	Deposit	Accounts
	
Accounts
	
	
	
Account	holder
Account
Bank
Account
number
Swift
code
Sort
code
IBAN
Currency
[	●	]
[•]
[	●	]
[	●	]
[	●	]
[	●	]
[	●	]
	
EXECUTION	PAGES	OF	THE	ACCESSION	DEED	THE	ACCEDING	COMPAN[Y][IES]
EITHER	one	director	in	the	presence	of	a	witness
	
EXECUTED	AS
	
A
	
DEED
)
	
	
	
	
By:
	
[●]
)
	
	
	
	
as
	
Acceding
	
Company
)
	
Signature
	
	
	
Director	name:
	
	
	
	
	
Witness	signature	:
	
	
	
	
	
Witness	name:
	
	
	
	
	
Witness	address:
	
	
	
Notice	details:
	
Address:
[	●	]
Telephone	No:
[	●	]
Email:
[	●	]
Attention:
[	●	]


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OR	where	executing	by	an	individual	attorney	in	the	presence	of	a	witness
	
EXECUTED	AS
	
A
	
DEED
)
	
	
	
	
By:
	
[●]
)
	
	
	
	
as	Acceding	Company	by
	
its
	
attorney
)
	
	
	
	
																																
[acting	pursuant
	
to	a
)
	
	
	
	
power	of	attorney	dated
	
[●]]	in
)
	
	
	
	
the	presence
	
of
)
	
Signature
	
	
	
as	attorney	for	[●]
	
Witness	signature	:
	
	
	
	
	
Witness	name:
	
	
	
	
	
Witness	address:
	
	
	
	
	
	
	
	
Notice	details:
	
	
	
	
	
Address:
	
[	●	]
	
	
	
Telephone	No:
	
[	●	]
	
	
	
Email:
	
[	●	]
	
	
	
Attention:
	
[	●	]
	
THE	COLLATERAL	AGENT
	
By:
	
[●]
)
	
	
	
	
as
	
Collateral	Agent
)
	
	
	
	
)
)
	
Signature
	
	
	
Name:
	
Notice	details:
	
Address:
[	●	]
Telephone	No:
[	●	]
Email:
[	●	]
Attention:
[	●	]


key: chroma:document
string_value:
SIGNATURE	PAGES
	
The	Original	Charging	Companies
	
EXECUTED	as	a	DEED	by
	
TESLA	MOTORS	LIMITED
acting	by:
	
	
Signature	of	Director
	
Name	of	Director
	
	
Witnessed	by:
	
	
Signature	of	Witness
	
Name
	
of
	
Witness:
	
	
	
	
	
Occupation
	
of	Witness:
	
	
	
	
	
Address
	
of
	
Witness:
	
	
	
	
	
Notice	details:
	
	
	
	
	
Address:
	
	
	
	
	
Telephone	No:
	
	
	
	
	
Email:
	
	
	
	
	
Attention:


key: chroma:document
string_value:
The	Collateral	Agent
	
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH
	
as	Collateral	Agent
	
By:
	
	
	
By:
	
	
Name:
	
	
	
Name:
	
	
Title:
	
	
	
Title:
	
	
	
	
Notice	details:
Address:
Telephone	No
Email:
Attention:


key: chroma:document
string_value:
Schedule	1.01(a)
	
Lenders;	Commitments
Revolving	Loan	Commitments
	
Lender
Revolving	Loan	Commitment
DTTP	Passport	Scheme	Reference
Number
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH
$275,000,000.00
07/D/70006/DTTP
BANK	OF	AMERICA,	N.A.
$272,000,000.00
13/B/7418
BARCLAYS	BANK	PLC
$272,000,000.00
N/A
CITIBANK,	N.A.
$272,000,000.00
13/C/62301/DTTP
GOLDMAN	SACHS	BANK	USA
$272,000,000.00
13/G/351779/DTTP
MORGAN	STANLEY	SENIOR	FUNDING,	INC.
$272,000,00.00
13/M/227953/DTTP
CREDIT	SUISSE	AG,	CAYMAN	ISLANDS	BRANCH
$197,500,000.00
N/A
SOCIETE	GENERALE	S.A.	–	NEW	YORK	BRANCH
$197,500,000.00
5/S/70085/DTTP
WELLS	FARGO	BANK,	NATIONAL	ASSOCIATION
$197,500,000.00
13/W/61173/DTTP
BANK	OF	THE	WEST
$100,000,000.00
13/B/359711/DTTP
TOTAL	COMMITMENTS
$2,327,500,000.00
	
	
	
Exhibit	21.1
SUBSIDIARIES	OF	TESLA,	INC.
	
Name	of	Subsidiary
	
Jurisdiction	of
Incorporation	or	Organization
Allegheny	Solar	1,	LLC
	
Delaware
Allegheny	Solar	Manager	1,	LLC
	
Delaware
Ancon	Holdings	II,	LLC
	
Delaware
Ancon	Holdings	III,	LLC
	
Delaware
Ancon	Holdings,	LLC
	
Delaware


key: chroma:document
string_value:
Ancon	Holdings,	LLC
	
Delaware
Ancon	Solar	Corporation
	
Delaware
Ancon	Solar	I,	LLC
	
Delaware
Ancon	Solar	II	Lessee	Manager,	LLC
	
Delaware
Ancon	Solar	II	Lessee,	LLC
	
Delaware
Ancon	Solar	II	Lessor,	LLC
	
Delaware
Ancon	Solar	III	Lessee	Manager,	LLC
	
Delaware
Ancon	Solar	III	Lessee,	LLC
	
Delaware
Ancon	Solar	III	Lessor,	LLC
	
Delaware
Ancon	Solar	Managing	Member	I,	LLC
	
Delaware
Arpad	Solar	Borrower,	LLC
	
Delaware
Arpad	Solar	I,	LLC
	
Delaware
Arpad	Solar	Manager	I,	LLC
	
Delaware
AU	Solar	1,	LLC
	
Delaware
AU	Solar	2,	LLC
	
Delaware
Banyan	SolarCity	Manager	2010,	LLC
	
Delaware
Banyan	SolarCity	Owner	2010,	LLC
	
Delaware
Basking	Solar	I,	LLC
	
Delaware
Basking	Solar	II,	LLC
	
Delaware
Basking	Solar	Manager	II,	LLC
	
Delaware
Beatrix	Solar	I,	LLC
	
Delaware
Bernese	Solar	Manager	I,	LLC
	
Delaware
Blue	Skies	Solar	I,	LLC
	
Delaware
Blue	Skies	Solar	II,	LLC
	
Delaware
Caballero	Solar	Managing	Member	I,	LLC
	
Delaware
Caballero	Solar	Managing	Member	II,	LLC
	
Delaware
Caballero	Solar	Managing	Member	III,	LLC
	
Delaware
Cardinal	Blue	Solar,	LLC
	
Delaware
Castello	Solar	I,	LLC
	
Delaware
Castello	Solar	II,	LLC
	
Delaware
Castello	Solar	III,	LLC
	
Delaware


key: chroma:document
string_value:
Castello	Solar	III,	LLC
	
Delaware
Chaparral	SREC	Borrower,	LLC
	
Delaware
Chaparral	SREC	Holdings,	LLC
	
Delaware
Chompie	Solar	I,	LLC
	
Delaware
Chompie	Solar	II,	LLC
	
Delaware
Chompie	Solar	Manager	I,	LLC
	
Delaware
Chompie	Solar	Manager	II,	LLC
	
Delaware
Clydesdale	SC	Solar	I,	LLC
	
Delaware
Colorado	River	Project,	LLC
	
Delaware
Community	Solar	Partners,	LLC
	
Delaware
Compass	Automation	Incorporated
	
Illinois
Dom	Solar	General	Partner	I,	LLC
	
Delaware
Dom	Solar	Lessor	I,	LP
	
Cayman	Islands
Dom	Solar	Ltd.
	
Cayman	Islands
Dom	Solar	Limited	Partner	I,	LLC
	
Delaware
Eiger	Lease	Co,	LLC
	
Delaware


key: chroma:document
string_value:
Falconer	Solar	Manager	I,	LLC
	
Delaware
Firehorn	Solar	I,	LLC
	
Cayman	Islands
Firehorn	Solar	Manager	I,	LLC
	
Delaware
FocalPoint	Solar	Borrower,	LLC
	
Delaware
FocalPoint	Solar	I,	LLC
	
Delaware
FocalPoint	Solar	Manager	I,	LLC
	
Delaware


key: chroma:document
string_value:
Fontane	Solar	I,	LLC
	
Delaware
Fotovoltaica	GI	4,	S.	de	R.L.	de	C.V.
	
Mexico
Fotovoltaica	GI	5,	S.	de	R.L.	de	C.V.
	
Mexico
FP	System	Owner,	LLC
	
Delaware
FTE	Solar	I,	LLC
	
Delaware
Gambit	Energy	Storage,	LLC
	
Delaware
Grohmann	Engineering	Trading	(Shanghai)	Co.	Ltd.
	
China
Grohmann	USA,	Inc.
	
Delaware
Guilder	Solar,	LLC
	
Delaware
Hamilton	Solar,	LLC
	
Delaware
Hangzhou	Silevo	Electric	Power	Co.,	Ltd.
	
China
Harpoon	Solar	I,	LLC
	
Delaware
Harpoon	Solar	Manager	I,	LLC
	
Delaware
Haymarket	Holdings,	LLC
	
Delaware
Haymarket	Manager	1,	LLC
	
Delaware
Haymarket	Solar	1,	LLC
	
Delaware
Hibar	China	Co.	Ltd.
	
China
Hibar	Systems	Europe	GmbH
	
Germany
Hive	Battery	Inc.
	
Delaware
Ikehu	Manager	I,	LLC
	
Delaware
IL	Buono	Solar	I,	LLC
	
Delaware
Iliosson,	S.A.	de	C.V.
	
Mexico
Industrial	Maintenance	Technologies,	Inc.
	
California
Klamath	Falls	Solar	1,	LLC
	
Delaware
Knight	Solar	Managing	Member	I,	LLC
	
Delaware
Knight	Solar	Managing	Member	II,	LLC
	
Delaware
Knight	Solar	Managing	Member	III,	LLC
	
Delaware
Landlord	2008-A,	LLC
	
Delaware
Louis	Solar	II,	LLC
	
Delaware
Louis	Solar	III,	LLC
	
Delaware
Louis	Solar	Manager	II,	LLC
	
Delaware
Louis	Solar	Manager	III,	LLC


key: chroma:document
string_value:
Delaware
Louis	Solar	Manager	III,	LLC
	
Delaware
Louis	Solar	Master	Tenant	I,	LLC
	
Delaware
Louis	Solar	MT	Manager	I,	LLC
	
Delaware
Louis	Solar	Owner	I,	LLC
	
Delaware
Louis	Solar	Owner	Manager	I,	LLC
	
Delaware
Mako	GB	SPV	Holdings,	LLC
	
Delaware
Mako	GB	SPV,	LLC
	
Delaware
Mako	Solar	Holdings,	LLC
	
Delaware
Mako	Solar,	LLC
	
Delaware
Master	Tenant	2008-A,	LLC
	
Delaware
Matterhorn	Solar	I,	LLC
	
Delaware
Maxwell	Holding	GmbH
	
Germany
Maxwell	Sequoia,	Inc.
	
Delware
Maxwell	Technologies	GmbH
	
Germany
Maxwell	Technologies	Hong	Kong	Limited
	
Hong	Kong
Maxwell	Technologies,	Inc.
	
Delaware
Maxwell	Technologies	Korea	Co.,	Ltd.
	
Republic	of	Korea
Maxwell	Technologies	Shanghai	Trading	Co.,	Ltd.
	
China
Maxwell	Technologies	Shenzhen	Trading	Co.,	Ltd.
	
China
Megalodon	Solar,	LLC
	
Delaware
MML	Acquisition	Corp.
	
Delaware
Monte	Rosa	Solar	I,	LLC
	
Delaware
Mound	Solar	Manager	V,	LLC
	
Delaware
Mound	Solar	Manager	VI,	LLC
	
Delaware
Mound	Solar	Manager	X,	LLC
	
Delaware
Mound	Solar	Manager	XI,	LLC
	
Delaware
Mound	Solar	Manager	XII,	LLC
	
Delaware
Mound	Solar	Master	Tenant	IX,	LLC
	
Delaware
Mound	Solar	Master	Tenant	V,	LLC
	
California
Mound	Solar	Master	Tenant	VI,	LLC
	
Delaware
Mound	Solar	Master	Tenant	VII,	LLC


key: chroma:document
string_value:
Mound	Solar	Master	Tenant	VIII,	LLC
	
Delaware
Mound	Solar	MT	Manager	IX,	LLC
	
Delaware
Mound	Solar	MT	Manager	VII,	LLC
	
Delaware
Mound	Solar	MT	Manager	VIII,	LLC
	
Delaware
Mound	Solar	Owner	IX,	LLC
	
Delaware
Mound	Solar	Owner	Manager	IX,	LLC
	
Delaware
Mound	Solar	Owner	Manager	VII,	LLC
	
Delaware
Mound	Solar	Owner	Manager	VIII,	LLC
	
Delaware
Mound	Solar	Owner	V,	LLC
	
California
Mound	Solar	Owner	VI,	LLC
	
Delaware
Mound	Solar	Owner	VII,	LLC
	
Delaware
Mound	Solar	Owner	VIII,	LLC
	
Delaware
Mound	Solar	Partnership	X,	LLC
	
Delaware
Mound	Solar	Partnership	XI,	LLC
	
Delaware
Mound	Solar	Partnership	XII,	LLC
	
Delaware
MS	SolarCity	2008,	LLC
	
Delaware
MS	SolarCity	Commercial	2008,	LLC
	
Delaware
MS	SolarCity	Residential	2008,	LLC
	
Delaware
NBA	SolarCity	AFB,	LLC
	
California
NBA	SolarCity	Commercial	I,	LLC
	
California
NBA	SolarCity	Solar	Phoenix,	LLC
	
California
Northern	Nevada	Research	Co.,	LLC
	
Nevada
Oranje	Solar	I,	LLC
	
Delaware
Oranje	Solar	Manager	I,	LLC
	
Delaware
Paramount	Energy	Fund	I	Lessee,	LLC
	
Delaware
Paramount	Energy	Fund	I	Lessor,	LLC
	
Delaware
PEF	I	MM,	LLC
	
Delaware
Perbix	Machine	Company,	Inc.
	
Minnesota
Presidio	Solar	I,	LLC
	
Delaware


key: chroma:document
string_value:
Presidio	Solar	I,	LLC
	
Delaware
Presidio	Solar	II,	LLC
	
Delaware
Presidio	Solar	III,	LLC
	
Delaware
Pukana	La	Solar	I,	LLC
	
Delaware
R9	Solar	1,	LLC
	
Delaware
Roadster	Automobile	Sales	and	Service	(Beijing)	Co.,	Ltd.
	
China
Roadster	Finland	Oy
	
Finland
SA	VPP	Holding	Trust
	
Australia
SA	VPP	Project	Trust
	
Australia
Sequoia	Pacific	Holdings,	LLC
	
Delaware
Sequoia	Pacific	Manager	I,	LLC
	
Delaware
Sequoia	Pacific	Solar	I,	LLC
	
Delaware
Sequoia	SolarCity	Owner	I,	LLC
	
Delaware
Servicios	de	Technología	Y	Admninstración	Ilioss,	S.A.	de	C.V.
	
Mexico
Sierra	Solar	Power	(Hong	Kong)	Limited
	
Hong	Kong
SiiLion,	Inc.
	
Delaware
Silevo,	LLC
	
Delaware
Solar	Aquarium	Holdings,	LLC
	
Delaware
Solar	Energy	of	America	1,	LLC
	
Delaware
Solar	Energy	of	America	Manager	1,	LLC
	
Delaware
Solar	Explorer,	LLC
	
Delaware
Solar	Gezellig	Holdings,	LLC
	
Delaware
Solar	House	I,	LLC
	
Delaware
Solar	House	II,	LLC
	
Delaware
Solar	House	III,	LLC
	
Delaware
Solar	House	IV,	LLC
	
Delaware
Solar	Integrated	Fund	I,	LLC
	
Delaware
Solar	Integrated	Fund	II,	LLC
	
Delaware
Solar	Integrated	Fund	III,	LLC
	
Delaware
Solar	Integrated	Fund	IV-A,	LLC
	
Delaware
Solar	Integrated	Fund	V,	LLC
	
Delaware
Solar	Integrated	Fund	VI,	LLC


key: chroma:document
string_value:
Delaware
Solar	Integrated	Fund	VI,	LLC
	
Delaware
Solar	Integrated	Manager	I,	LiLC
	
Delaware
Solar	Integrated	Manager	II,	LLC
	
Delaware


key: chroma:document
string_value:
Delaware
SolarCity	LMC	Series	II,	LLC
	
Delaware
SolarCity	LMC	Series	III,	LLC
	
Delaware
SolarCity	LMC	Series	IV,	LLC
	
Delaware
SolarCity	LMC	Series	V,	LLC
	
Delaware
SolarCity	Mid-Atlantic	Holdings,	LLC
	
Delaware
SolarCity	Nitro	Holdings,	LLC
	
Delaware
SolarCity	Orange	Holdings,	LLC
	
Delaware
SolarCity	Series	Holdings	I,	LLC
	
Delaware
SolarCity	Series	Holdings	II,	LLC
	
Delaware
SolarCity	Series	Holdings	IV,	LLC
	
Delaware
SolarCity	Steep	Holdings,	LLC
	
Delaware
SolarCity	Ulu	Holdings,	LLC
	
Delaware
SolarCity	Village	Holdings,	LLC
	
Delaware
SolarRock,	LLC
	
Delaware
SolarStrong,	LLC
	
Delaware
Sparrowhawk	Solar	I,	LLC
	
Delaware
SREC	Holdings,	LLC
	
Delaware
TALT	Holdings,	LLC
	
Delaware
TALT	TBM	Holdings,	LLC
	
Delaware
TBM	Partnership	II,	LLC
	
Delaware
TEO	Engineering,	Inc.
	
California
TES	2017-1,	LLC
	
Delaware
TES	2017-2,	LLC
	
Delaware
TES	2018-K2,	LLC
	
Delaware
TES	Holdings	2017-1,	LLC
	
Delaware
TES	Holdings	2018-K2,	LLC
	
Delaware
Tesla	2014	Warehouse	SPV	LLC
	
Delaware
Tesla	Auto	Lease	Trust	2018-B
	
Delaware
Tesla	Auto	Lease	Trust	2019-A
	
Delaware
Tesla	Auto	Lease	Trust	2020-A
	
Delaware
Tesla	Automation	GmbH
	
Germany


key: chroma:document
string_value:
Tesla	Automobile	Information	Service	(Dalian)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Beijing)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Changchun)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Changsha)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Chengdu)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Chongqing)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Dalian)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Fuzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Guangzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Guiyang)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Haerbin)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Haikou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Hangzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Hefei)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Jinan)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Kunming)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Nanchang)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Nanjing)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Nanning)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Ningbo)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Qingdao)	Co.,	Ltd.
	
China


key: chroma:document
string_value:
China
Tesla	Automobile	Sales	and	Service	(Shanghai)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Shenyang)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Shenzhen)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Shijiazhuang)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Suzhou)	Co.	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Taiyuan)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Tianjin)	Co.	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Wenzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Wuhan)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Xi'an)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Xiamen)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Zhengzhou)	Co.	Ltd.
	
China
Tesla	Automobiles	Sales	and	Service	Mexico,	S.	de	R.L.	de	C.V.
	
Mexico
Tesla	(Beijing)	New	Energy	R&D	Co.,	Ltd.
	
China
Tesla	Belgium	BV
	
Belgium
Tesla	Canada	GP	Inc.
	
Canada
Tesla	Canada	LP
	
Canada
Tesla	Charging,	LLC
	
Delaware
Tesla	Construction	(Shanghai)	Co.,	Ltd.
	
China
Tesla	Czech	Republic	s.r.o.
	
Czech	Republic
Tesla	Energia	Macau	Limitada
	
Macau
Tesla	Energy	d.o.o.
	
Slovenia
Tesla	Energy	Operations,	Inc.
	
Delaware
Tesla	Finance	LLC
	
Delaware
Tesla	Financial	Leasing	(China)	Co.,	Ltd.
	
China


key: chroma:document
string_value:
China
Tesla	Financial	Services	GmbH
	
Germany
Tesla	Financial	Services	Holdings	B.V.
	
Netherlands
Tesla	Financial	Services	Limited
	
United	Kingdom
Tesla	France	S.à	r.l.
	
France
Tesla	Germany	GmbH
	
Germany
Tesla	Greece	Single	Member	P.C.
	
Greece
Tesla	Hrvatska	d.o.o.
	
Croatia
Tesla	Hungary	Kft.
	
Hungary
Tesla	India	Motors	and	Energy	Private	Limited
	
India
Tesla	Insurance	Brokers	Co.,	Ltd.
	
China
Tesla	Insurance	Holdings,	LLC
	
Delaware
Tesla	Insurance,	Inc.
	
Delaware
Teesla	Insurance	Ltd.
	
Malta
Tesla	Insurance	Services,	Inc.
	
California
Tesla	Insurance	Services	of	Texas,	Inc.
	
Texas
Tesla	International	B.V.
	
Netherlands


key: chroma:document
string_value:
Tesla	Italy	S.r.l.
	
Italy
Tesla	Jordan	Car	Trading	LLC
	
Jordan
Tesla	Korea	Limited
	
Republic	of	Korea
Tesla	Lease	Trust
	
Delaware
Tesla	Manufacturing	Brandenburg	SE
	
Germany
Tesla	Michigan,	Inc.
	
Michigan
Tesla	Mississippi	LLC
	
Delaware
Tesla	Motors	Australia,	Pty	Ltd
	
Australia
Tesla	Motors	Austria	GmbH
	
Austria
Tesla	Motors	(Beijing)	Co.,	Ltd.
	
China
Tesla	Motors	Canada	ULC
	
Canada
Tesla	Motors	Coöperatief	U.A.
	
Netherlands
Tesla	Motors	Denmark	ApS
	
Denmark
Tesla	Motors	FL,	Inc.
	
Florida
Tesla	Motors	HK	Limited
	
Hong	Kong
Tesla	Motors	Iceland	ehf.
	
Iceland
Tesla	Motors	Ireland	Limited
	
Ireland
Tesla	Motors	Israel	Ltd.
	
Israel
Tesla	Motors	Japan	GK
	
Japan
Tesla	Motors	Limited
	
United	Kingdom
Tesla	Motors	Luxembourg	S.à	r.l.
	
Luxembourg
Tesla	Motors	MA,	Inc.
	
Massachusetts
Tesla	Motors	Netherlands	B.V.
	
Netherlands
Tesla	Motors	New	York	LLC
	
New	York
Tesla	Motors	NL	LLC
	
Delaware
Tesla	Motors	NV,	Inc.
	
Nevada
Tesla	Motors	PA,	Inc.
	
Pennsylvania
Tesla	Motors	Romania	S.R.L.
	
Romania
Tesla	Motors	Sales	and	Service	LLC
	
Turkey
Tesla	Motors	Singapore	Holdings	Pte.	Ltd.
	
Singapore
Tesla	Motors	Singapore	Private	Limited
	
Singapore
Tesla	Motors	Stichting
	
Netherlands
Tesla	Motors	Taiwan	Limited
	
Taiwan
Tesla	Motors	TN,	Inc.


key: chroma:document
string_value:
Taiwan
Tesla	Motors	TN,	Inc.
	
Tennessee
Tesla	Motors	TX,	Inc.
	
Texas
Tesla	Motors	UT,	Inc.
	
Utah
Tesla	Nambe	LLC
	
Delaware
Tesla	New	Zealand	ULC
	
New	Zealand
Tesla	Norway	AS
	
Norway
Tesla	Poland	sp.	z	o.o.
	
Poland
Tesla	Portugal,	Sociedade	Unipessoal	LDA
	
Portugal
Tesla	Puerto	Rico	LLC
	
Puerto	Rico
Tesla	Pumps	Seoul	Ltd.
	
Republic	of	Korea
Tesla	Sales,	Inc.
	
Delaware
Tesla	Services	Sdn.	Bhd.
	
Malaysia
Tesla	Shanghai	Co.,	Ltd
	
China
Tesla	Spain,	S.L.	Unipersonal
	
Spain
Tesla	Switzerland	GmbH
	
Switzerland
Telsa	Toronto	Automation	ULC
	
Canada
Tesla	Toronto	International	Holdings	ULC
	
Canada
Tesla		Transport	B.V.
	
Netherlands
The	Big	Green	Solar	I,	LLC
	
Delaware
The	Big	Green	Solar	Manager	I,	LLC
	
Delaware
Three	Rivers	Solar	1,	LLC
	
Delaware
Three	Rivers	Solar	2,	LLC
	
Delaware
Three	Rivers	Solar	3,	LLC
	
Delaware
Three	Rivers	Solar	Manager	1,	LLC
	
Delaware
Three	Rivers	Solar	Manager	2,	LLC
	
Delaware
Three	Rivers	Solar	Manager	3,	LLC
	
Delaware
TM	International	C.V.
	
Netherlands
TM	Sweden	AB
	
Sweden
USB	SolarCity	Manager	IV,	LLC
	
Delaware


key: chroma:document
string_value:
USB	SolarCity	Master	Tenant	IV,	LLC
	
California
USB	SolarCity	Owner	2009,	LLC
	
California
USB	SolarCity	Owner	IV,	LLC
	
California
Visigoth	Solar	1,	LLC
	
Delaware
Visigoth	Solar	Holdings,	LLC
	
Delaware
Visigoth	Solar	Managing	Member	1,	LLC
	
Delaware
VPP	Project	1	(SA)	Pty	Ltd.
	
Australia
Weisshorn	Solar	I,	LLC
	
Delaware
Weisshorn	Solar	Manager	I,	LLC
	
Delaware
Zep	Solar	Hong	Kong	Limited
	
Hong	Kong
Zep	Solar	LLC
	
California
	
Exhibit	23.1
CONSENT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM
	
We	hereby	consent	to	the	incorporation	by	reference	in	the	Registration	Statements	on	Form	S-3	(Nos.	333-231168	and	333-230180)	and	S-8	(Nos.	333-232079,
333-223169,	333-216376,	333-209696,	333-198002,	333-187113,	333-183033,	and	333-167874)	of	Tesla,	Inc.	of	our	report	dated	February	8,	2021	relating	to
the	financial	statements
	
and	the	effectiveness	of	internal	control	over	financial	reporting,	which	appears	in	this	Form	10-K.
/s/	PricewaterhouseCoopers	LLP
San	Jose,	California
February	8,	2021
	
	
Exhibit	31.1
CERTIFICATIONS
I,	Elon	Musk,	certify	that:
1.
I	have	reviewed	this	Annual	Report	on	Form	10-K	of	Tesla,	Inc.;
2.
Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make	the


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statements	made,	in	light	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered	by	this
report;
3.
Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects	the
financial	condition,	results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;
4.
The	registrant’s	other	certifying	officer	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in
Exchange	Act	Rules	13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-15(f))	for
the	registrant	and	have:
	
(a)
Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our	supervision,	to
ensure	that	material	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us	by	others	within	those
entities,	particularly	during	the	period	in	which	this	report	is	being	prepared;
	
(b)
Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under	our
supervision,	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for
external	purposes	in	accordance	with	generally	accepted	accounting	principles;
	
(c)
Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about	the


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effectiveness	of	the	disclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;	and
	
(d)
Disclosed	in	this	report	any	change	in	the	registrant’s	internal	control	over	financial	reporting	that	occurred	during	the	registrant’s	most	recent
fiscal	quarter	(the	registrant’s	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is	reasonably	likely	to
materially	affect,	the	registrant’s	internal	control	over	financial	reporting;	and
5.
The	registrant’s	other	certifying	officer	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to	the
registrant’s	auditors	and	the	audit	committee	of	the	registrant’s	Board	of	Directors	(or	persons	performing	the	equivalent	functions):
	
(a)
All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are	reasonably
likely	to	adversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and
	
(b)
Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s	internal	control
over	financial	reporting.
	
Date:	February	8,	2021
	
	
/s/	Elon	Musk
	
	
	
Elon	Musk
	
	
	
Chief	Executive	Officer
	
	
	
(Principal	Executive	Officer)
	
	
	
Exhibit	31.2
CERTIFICATIONS
I,	Zachary	J.	Kirkhorn,	certify	that:
1.
I	have	reviewed	this	Annual	Report	on	Form	10-K	of	Tesla,	Inc.;
2.


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2.
Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make	the
statements	made,	in	light	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered	by	this
report;
3.
Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects	the
financial	condition,	results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;


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4.
The	registrant’s	other	certifying	officer	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in
Exchange	Act	Rules	13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-15(f))	for
the	registrant	and	have:
	
(a)
Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our	supervision,	to
ensure	that	material	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us	by	others	within	those
entities,	particularly	during	the	period	in	which	this	report	is	being	prepared;
	
(b)
Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under	our
supervision,	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for
external	purposes	in	accordance	with	generally	accepted	accounting	principles;
	
(c)
Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about	the
effectiveness	of	the	disclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;	and
	
(d)
Disclosed	in	this	report	any	change	in	the	registrant’s	internal	control	over	financial	reporting	that	occurred	during	the	registrant’s	most	recent
fiscal	quarter	(the	registrant’s	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is	reasonably	likely	to
materially	affect,	the	registrant’s	internal	control	over	financial	reporting;	and


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5.
The	registrant’s	other	certifying	officer	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to	the
registrant’s	auditors	and	the	audit	committee	of	the	registrant’s	Board	of	Directors	(or	persons	performing	the	equivalent	functions):
	
(a)
All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are	reasonably
likely	to	adversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and
	
(b)
Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s	internal	control
over	financial	reporting.
	
Date:	February	8,	2021
	
	
/s/	Zachary	J.	Kirkhorn
	
	
	
Zachary	J.	Kirkhorn
	
	
	
Chief	Financial	Officer
	
	
	
(Principal	Financial	Officer)
	
	
Exhibit	32.1
	
SECTION	1350	CERTIFICATIONS
I,	Elon	Musk,	certify,	pursuant	to	18	U.S.C.	Section	1350,	that,	to	my	knowledge,	the	Annual	Report	of	Tesla,	Inc.	on	Form	10-K	for	the	annual	period	ended
December	31,	2020,	(i)	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934	and	(ii)	that	the	information
contained	in	such	Form	10-K	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	Tesla,	Inc.
	
Date:	February	8,	2021
	
	
/s/	Elon	Musk	
	
	
	
Elon	Musk


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Elon	Musk
	
	
	
Chief	Executive	Officer
	
	
	
(Principal	Executive	Officer)
	
I,	Zachary	J.	Kirkhorn,	certify,	pursuant	to	18	U.S.C.	Section	1350,	that,	to	my	knowledge,	the	Annual	Report	of	Tesla,	Inc.	on	Form	10-K	for	the	annual	period
ended	December	31,	2020,	(i)	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934	and	(ii)	that	the	information
contained	in	such	Form	10-K	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	Tesla,	Inc.
	
Date:	February	8,	2021
	
	
/s/	Zachary	J.	Kirkhorn
	
	
	
Zachary	J.	Kirkhorn
	
	
	
Chief	Financial	Officer
	
	
	
(Principal	Financial	Officer)


