# embedding_metadata

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the	2022	Stock	Split.	Additionally,	during	the	year	ended	December	31,	2022,	we	fully	settled	the	warrants	entered	into	in	connection	with	the	issuance
	
of	the	2022	Notes,	resulting	in	the	issuance	of	
37.0
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.
2024	Notes,	Bond	Hedges	and	Warrant	Transactions
In	May	2019,	we	issued	$
1.84
	billion	in	aggregate	principal	amount	of	our	2024	Notes	in	a	public	offering.	The	net	proceeds	from	the	issuance,
	
after	deducting	transaction	costs,	were	$
1.82
	billion.
72


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As	adjusted	to	give	effect	to	the	2022	Stock	Split,	each	$
1,000
	of	principal	of	the	2024	Notes	is	now	convertible	into	
48.4140
	shares	of	our
	
common	stock,	which	is	equivalent	to	a	conversion	price	of	approximately	$
20.66
	per	share,	subject	to	adjustment	upon	the	occurrence	of	specified
	
events.	Holders	of	the	2024	Notes	may	convert,	at	their	option,	on	or	after	February	15,	2024.	Further,	holders	of	the	2024	Notes	may	convert,	at	their
	
option,	prior	to	February	15,	2024	only	under	the	following	circumstances:	(1)	during	any	calendar	quarter	commencing	after	September	30,	2019	(and
	
only	during	such	calendar	quarter),	if	the	last	reported	sale	price	of	our	common	stock	for	at	least	
20
	trading	days	(whether	or	not	consecutive)	during	a
	
period	of	
30
	consecutive	trading	days	ending	on	the	last	trading	day	of	immediately	preceding	calendar	quarter	is	greater	than	or	equal	to	
130
%	of	the
	
conversion	price	on	each	trading	day;	(2)	during	the	
five
-business	day	period	after	any	five-consecutive	trading	day	period	in	which	the	trading	price	per
	
$1,000	principal	amount	of	the	2024	Notes	for	each	trading	day	of	such	period	is	less	than	
98
%	of	the	product	of	the	last	reported	sale	price	of	our
	
common	stock	and	the	conversion	rate	on	each	such	trading	day,	or	(3)	if	specified	corporate	events	occur.	Upon	conversion,	the	2024	Notes	will	be


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settled	in	cash,	shares	of	our	common	stock	or	a	combination	thereof,	at	our	election.	If	a	fundamental	change	occurs	prior	to	the	maturity	date,	holders
	
of	the	2024	Notes	may	require	us	to	repurchase	all	or	a	portion	of	their	2024	Notes	for	cash	at	a	repurchase	price	equal	to	
100
%	of	the	principal
	
amount	plus	any	accrued	and	unpaid	interest.	In	addition,	if	specific	corporate	events	occur	prior	to	the	maturity	date,	we	would	increase	the
	
conversion	rate	for	a	holder	who	elects	to	convert	its	2024	Notes	in	connection	with	such	an	event	in	certain	circumstances.	Early	conversion	of	notes
	
which	are	scheduled	to	settle	in	the	following	quarter	are	classified	as	current	in	our	consolidated	balance	sheets.
In	connection	with	the	offering	of	the	2024	Notes,	we	entered	into	convertible	note	hedge	transactions	whereby	we	had	the	option	to	purchase
	
89.1
	million	shares	of	our	common	stock	at	a	price	of	approximately	$
20.66
	per	share,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.	The	cost	of	the
	
convertible	note	hedge	transactions	was	$
476
	million.	In	addition,	we	sold	warrants	whereby	the	holders	of	the	warrants	had	the	option	to	purchase
	
89.1
	million	shares	of	our	common	stock	at	a	price	of	approximately	$
40.50
	per	share,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.	We	received
	
$
174
	million	in	cash	proceeds	from	the	sale	of	these	warrants.	Taken	together,	the	purchase	of	the	convertible	note	hedges	and	the	sale	of	the	warrants
	
were	intended	to	effectively	increase	the	overall	conversion	price	from	approximately	$
20.66


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20.66
	to	approximately	$
40.50
	per	share.	As	these	transactions
	
meet	certain	accounting	criteria,	the	convertible	note	hedges	and	warrants	were	recorded	in	stockholders’	equity	and	were	not	accounted	for	as
	
derivatives.	The	net	cost	incurred	in	connection	with	the	convertible	note	hedge	and	warrant	transactions	was	recorded	as	a	reduction	to	additional
	
paid-in	capital	on	the	consolidated	balance	sheet.
	
The	closing	price	of	our	common	stock	exceeded	130%	of	the	applicable	conversion	price	on	at	least	20	of	the	last	30	consecutive	trading	days	of
	
each	quarter	in	2022,	causing	the	2024	Notes	to	be	convertible	by	their	holders	in	the	subsequent	quarter.	
During	the	year	ended	December	31,	2022,
	
$
54
	million	in	aggregate	principal	amount	of	the	2024	Notes	was	converted	and	settled	in	cash	for	their	par	amount,	and	
2.4
	million	shares	of	our
	
common	stock	were	issued	for	the	applicable	conversion	premium,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.	The	note	hedges	we	entered	into	in
	
connection	with	the	issuance	of	the	2024	Notes	were	automatically	settled	with	the	respective	conversions	of	the	2024	Notes,	resulting	in	the	receipt	of
	
2.4
	million	shares	of	our	common	stock	during	the	same	period,	as	adjusted	to	give	effect	to	the	2022	Stock	Split
.	
As	of	December	31,	2022,	the	if-
converted	value	of	the	notes	exceeds	the	outstanding	principal	amount	by	$
186
	million.
Credit	Agreement


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186
	million.
Credit	Agreement
In	June	2015,	we	entered	into	a	senior	asset-based	revolving	credit	agreement	(as	amended	from	time	to	time,	the	“Credit	Agreement”)	with	a
	
syndicate	of	banks.	Borrowed	funds	bear	interest,	at	our	option,	at	an	annual	rate	of	(a)	
1
%	plus	LIBOR	or	(b)	the	highest	of	(i)	the	federal	funds	rate
	
plus	
0.50
%,	(ii)	the	lenders’	“prime	rate”	or	(iii)	1%	plus	LIBOR.	The	fee	for	undrawn	amounts	is	
0.25
%	per	annum.	The	Credit	Agreement	is	secured	by
	
certain	of	our	accounts	receivable,	inventory	and	equipment.	Availability	under	the	Credit	Agreement	is	based	on	the	value	of	such	assets,	as	reduced
	
by	certain	reserves.
In	January	2023,	we	entered	into	a	
5
-year	senior	unsecured	revolving	credit	facility	(the	“RCF	Credit	Agreement”)	with	a	syndicate	of	banks	to
	
replace	the	existing	Credit	Agreement,	which	was	terminated.	The	RCF	Credit	Agreement	contains	two	optional	one-year	extensions	and	has	a	total
	
commitment	of	up	to	$
5.00
	billion,	which	could	be	increased	up	to	$
7.00
	billion	under	certain	circumstances.	The	underlying	borrowings	may	be	used
	
for	general	corporate	purposes.	Borrowed	funds	accrue	interest	at	a	variable	rate	equal	to:	(i)	for	dollar-denominated	loans,	at	our	election,	(a)	Term
	
SOFR	(the	forward-looking	secured	overnight	financing	rate)	plus	
0.10


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0.10
%,	or	(b)	an	alternate	base	rate;	(ii)	for	loans	denominated	in	pounds	sterling,
	
SONIA	(the	sterling	overnight	index	average	reference	rate);	or	(iii)	for	loans	denominated	in	euros,	an	adjusted	EURIBOR	(euro	interbank	offered	rate);
	
in	each	case,	plus	an	applicable	margin.	The	applicable	margin	will	be	based	on	the	rating	assigned	to	our	senior,	unsecured	long-term	indebtedness
	
(the	“Credit	Rating”)	from	time	to	time.	The	fee	for	undrawn	amounts	is	variable	based	on	the	Credit	Rating	and	is	currently	
0.15
%	per	annum.
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Automotive	Asset-backed	Notes
From	time	to	time,	we	transfer	receivables	or	beneficial	interests	related	to	certain	leased	vehicles	into	special	purpose	entities	(“SPEs”)	and
	
issue	Automotive	Asset-backed	Notes,	backed	by	these	automotive	assets	to	investors.	The	SPEs	are	consolidated	in	the	financial	statements.	The	cash
	
flows	generated	by	these	automotive	assets	are	used	to	service	the	principal	and	interest	payments	on	the	Automotive	Asset-backed	Notes	and	satisfy
	
the	SPEs’	expenses,	and	any	remaining	cash	is	distributed	to	the	owners	of	the	SPEs.	We	recognize	revenue	earned	from	the	associated	customer	lease
	
contracts	in	accordance	with	our	revenue	recognition	policy.	The	SPEs’	assets	and	cash	flows	are	not	available	to	our	other	creditors,	and	the	creditors
	
of	the	SPEs,	including	the	Automotive	Asset-backed	Note	holders,	have	no	recourse	to	our	other	assets.
	
Solar	Asset	and	Loan-backed	Notes
Our	subsidiaries	pooled	and	transferred	qualifying	solar	energy	systems	and	the	associated	customer	contracts,	our	interests	in	certain	financing
	
funds	or	certain	MyPower	customer	notes	receivable	into	SPEs	and	issued	Solar	Asset	and	Loan-backed	Notes	backed	by	these	solar	assets,	interests	to
	
investors	or	MyPower	customer	notes	receivable
.	The	SPEs	are	wholly	owned	by	us	and	are	consolidated	in	the	financial	statements.	The	cash	flows
	
generated	by	these	solar	assets	and	notes	receivable,	or	distributed	by	the	underlying	financing	funds	to	certain	SPEs	are	used	to	service	the	principal


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and	interest	payments	on	the	Solar	Asset	and	Loan-backed	Notes	and	satisfy	the	SPEs’	expenses,	and	any	remaining	cash	is	distributed	to	us.	The	SPEs’
	
assets	and	cash	flows	are	not	available	to	our	other	creditors,	and	the	creditors	of	the	SPEs,	including	the	Solar	Asset	and	Loan-backed	Note	holders,
	
have	no	recourse	to	our	other	assets.	We	contracted	with	certain	SPEs	to	provide	operations	&	maintenance	and	administrative	services	for	the	solar
	
energy	systems.	As	of	December	31,	2022,	solar	assets	pledged	as	collateral	for	Solar	Asset	and	Loan-backed	Notes	had	a	carrying	value	of	$
69
	million
	
and	are	included	within	Solar	energy	systems,	net,	on	the	consolidated	balance	sheet.
During	the	year	ended	December	31,	2022,	
we	early	repaid	$
819
	million	in	aggregate	principal	of	the	Solar	Asset	and	Loan-backed	Notes	and
	
recorded	an	extinguishment	of	debt	charge	of	$
24
	million	related	to	the	early	repayments	in	Interest	expense	in	the	consolidated	statement	of
	
operations.
Cash	Equity	Debt
	
In	connection	with	the	cash	equity	financing	deals	closed	in	2016,	our	subsidiaries	issued	$
502
	million	in	aggregate	principal	amount	of	debt	that
	
bears	interest	at	fixed	rates.	This	debt	is	secured	by,	among	other	things,	our	interests	in	certain	financing	funds	and	is	non-recourse	to	our	other
	
assets.
Automotive	Lease-backed	Credit	Facilities
	
Our	subsidiaries	have	entered	into	various	credit	agreements	for	borrowings	secured	by	our	interests	in	certain	vehicle	leases.	These	facilities


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are	non-recourse	to	our	other	assets.
Pledged	Assets
As	of	December	31,	2022	and	2021,	we	had	pledged	or	restricted	$
2.02
	billion	and	$
5.25
	billion	of	our	assets	(consisting	principally	of	restricted
	
cash,	receivables,	inventory,	solar	energy	systems,	operating	lease	vehicles,	property	and	equipment	and	equity	interests	in	certain	SPEs)	as	collateral
	
for	our	outstanding	debt.
Schedule	of	Principal	Maturities	of	Debt
The	future	scheduled	principal	maturities	of	debt	as	of	December	31,	2022	were	as	follows	(in	millions):
	
	
		
Recourse	debt
	
	
Non-recourse	debt
	
	
Total
	
2023
		
$
0
	
	
$
1,020
	
	
$
1,020
	
2024
		
	
37
	
	
	
648
	
	
	
685
	
2025
		
	
4
	
	
	
35
	
	
	
39
	
2026
		
	
0
	
	
	
35
	
	
	
35
	
2027
	
	
—
	
	
	
25
	
	
	
25
	
Thereafter
	
	
3
	
	
	
254
	
	
	
257
	
Total
		
$
44
	
	
$
2,017
	
	
$
2,061
	
	
Note	12	–	Leases
We	have	entered	into	various	operating	and	finance	lease	agreements	for	certain	of	our	offices,	manufacturing	and	warehouse	facilities,	retail


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and	service	locations,	equipment,	vehicles,	and	solar	energy	systems,	worldwide.	We	determine	if	an	arrangement	is	a	lease,	or	contains	a	lease,	at
	
inception	and	record	the	leases	in	our	financial	statements	upon	lease	commencement,	which	is	the	date	when	the	underlying	asset	is	made	available
	
for	use	by	the	lessor.
	
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We	have	lease	agreements	with	lease	and	non-lease	components,	and	have	elected	to	utilize	the	practical	expedient	to	account	for	lease	and	non-
lease	components	together	as	a	single	combined	lease	component,	from	both	a	lessee	and	lessor	perspective	with	the	exception	of	direct	sales-type
	
leases	and	production	equipment	classes	embedded	in	supply	agreements.	From	a	lessor	perspective,	the	timing	and	pattern	of	transfer	are	the	same
	
for	the	non-lease	components	and	associated	lease	component	and,	the	lease	component,	if	accounted	for	separately,	would	be	classified	as	an
	
operating	lease.
We	have	elected	not	to	present	short-term	leases	on	the	consolidated	balance	sheet	as	these	leases	have	a	lease	term	of	12	months	or	less	at
	
lease	inception	and	do	not	contain	purchase	options	or	renewal	terms	that	we	are	reasonably	certain	to	exercise.	All	other	lease	assets	and	lease
	
liabilities	are	recognized	based	on	the	present	value	of	lease	payments	over	the	lease	term	at	commencement	date.	Because	most	of	our	leases	do	not
	
provide	an	implicit	rate	of	return,	we	used	our	incremental	borrowing	rate	based	on	the	information	available	at	lease	commencement	date	in
	
determining	the	present	value	of	lease	payments.
Our	leases,	where	we	are	the	lessee,	often	include	options	to	extend	the	lease	term	for	up	to	
10	years
.	Some	of	our	leases	also	include	options	to
	
terminate	the	lease	prior	to	the	end	of	the	agreed	upon	lease	term.	For	purposes	of	calculating	lease	liabilities,	lease	terms	include	options	to	extend	or
	
terminate	the	lease	when	it	is	reasonably	certain	that	we	will	exercise	such	options.


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Lease	expense	for	operating	leases	is	recognized	on	a	straight-line	basis	over	the	lease	term	as	cost	of	revenues	or	operating	expenses	depending
	
on	the	nature	of	the	leased	asset.	Certain	operating	leases	provide	for	annual	increases	to	lease	payments	based	on	an	index	or	rate.	We	calculate	the
	
present	value	of	future	lease	payments	based	on	the	index	or	rate	at	the	lease	commencement	date	for	new	leases.	Differences	between	the	calculated
	
lease	payment	and	actual	payment	are	expensed	as	incurred.	Amortization	of	finance	lease	assets	is	recognized	over	the	lease	term	as	cost	of	revenues
	
or	operating	expenses	depending	on	the	nature	of	the	leased	asset.	Interest	expense	on	finance	lease	liabilities	is	recognized	over	the	lease	term	within
	
Interest	expense	in	the	consolidated	statements	of	operations.
	
The	balances	for	the	operating	and	finance	leases	where	we	are	the	lessee	are	presented	as	follows	(in	millions)	within	our	consolidated	balance
	
sheets:
	
	
	
December	31,	2022
	
	
December	31,	2021
	
Operating	leases:
	
	
	
	
	
	
Operating	lease	right-of-use	assets
	
$
2,563
	
	
$
2,016
	
	
	
	
	
	
	
	
Accrued	liabilities	and	other
	
$
485
	
	
$
368
	
Other	long-term	liabilities
	
	
2,164
	
	
	
1,671
	
Total	operating	lease	liabilities
	
$
2,649
	
	
$
2,039
	
	
	
	
	
	
	
	
Finance	leases:
	
	
	
	
	
	
Solar	energy	systems,	net


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Solar	energy	systems,	net
	
$
25
	
	
$
27
	
Property,	plant	and	equipment,	net
	
	
1,094
	
	
	
1,536
	
Total	finance	lease	assets
	
$
1,119
	
	
$
1,563
	
	
	
	
	
	
	
	
Current	portion	of	long-term	debt	and	finance	leases
	
$
486
	
	
$
501
	
Long-term	debt	and	finance	leases,	net	of	current	portion
	
	
568
	
	
	
991
	
Total	finance	lease	liabilities
	
$
1,054
	
	
$
1,492
	
	
The	components	of	lease	expense	are	as	follows	(in	millions)	within	our	consolidated	statements	of	operations:
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Operating	lease	expense:
	
	
	
	
	
	
	
	
	
Operating	lease	expense	(1)
	
$
798
	
	
$
627
	
	
$
451
	
	
	
	
	
	
	
	
	
	
	
Finance	lease	expense:
	
	
	
	
	
	
	
	
	
Amortization	of	leased	assets
	
$
493
	
	
$
415
	
	
$
348
	
Interest	on	lease	liabilities
	
	
72
	
	
	
89
	
	
	
100
	
Total	finance	lease	expense
	
$
565
	
	
$
504
	
	
$
448
	
	
	
	
	
	
	
	
	
	
	
Total	lease	expense
	
$
1,363
	
	
$


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$
1,363
	
	
$
1,131
	
	
$
899
	
(1)
Includes	short-term	leases	and	variable	lease	costs,	which	are	immaterial.
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Other	information	related	to	leases	where	we	are	the	lessee	is	as	follows:
	
	
	
December	31,	2022
	
	
December	31,	2021
	
Weighted-average	remaining	lease	term:
	
	
	
	
	
	
Operating	leases
	
6.4
	years
	
	
6.5
	years
	
Finance	leases
	
3.1
	years
	
	
4.2
	years
	
	
	
	
	
	
	
	
Weighted-average	discount	rate:
	
	
	
	
	
	
Operating	leases
	
	
5.3
%
	
	
5.0
%
Finance	leases
	
	
5.7
%
	
	
5.8
%
	
Supplemental	cash	flow	information	related	to	leases	where	we	are	the	lessee	is	as	follows	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Cash	paid	for	amounts	included	in	the	measurement	of	lease	liabilities:
	
	
	
	
	
	
	
	
	
Operating	cash	outflows	from	operating	leases
	
$
754
	
	
$
616
	
	
$
456
	
Operating	cash	outflows	from	finance	leases	(interest	payments)
	
$
75
	
	
$
89
	
	
$
100
	
Financing	cash	outflows	from	finance	leases
	
$
502
	
	
$
439
	
	
$
338
	
Leased	assets	obtained	in	exchange	for	finance	lease	liabilities
	
$
58
	
	
$
486
	
	
$
188
	
Leased	assets	obtained	in	exchange	for	operating	lease	liabilities
	
$
1,059


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$
1,059
	
	
$
818
	
	
$
553
	
	
As	of	
December	31,	2022,	the	maturities	of	our	operating	and	finance	lease	liabilities	(excluding	short-term	leases)	are	as	follows	(in	millions):
	
	
	
Operating
	
	
Finance
	
	
	
Leases
	
	
Leases
	
2023
	
$
610
	
	
$
534
	
2024
	
	
558
	
	
	
387
	
2025
	
	
490
	
	
	
122
	
2026
	
	
383
	
	
	
52
	
2027
	
	
300
	
	
	
31
	
Thereafter
	
	
805
	
	
	
4
	
Total	minimum	lease	payments
	
	
3,146
	
	
	
1,130
	
Less:	Interest
	
	
497
	
	
	
76
	
Present	value	of	lease	obligations
	
	
2,649
	
	
	
1,054
	
Less:	Current	portion
	
	
485
	
	
	
486
	
Long-term	portion	of	lease	obligations
	
$
2,164
	
	
$
568
	
	
As	of	December	31,	2022,	we	have	excluded	from	the	table	above	additional	operating	leases	that	have	not	yet	commenced	with	aggregate	rent
	
payments	of	$
901
	million.	These	operating	leases	will	commence	between	fiscal	year	2023	and	2024	with	lease	terms	of	
2	
years	to	
15	
years.
	
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Operating	Lease	and	Sales-type	Lease	Receivables
We	are	the	lessor	of	certain	vehicle	and	solar	energy	system	arrangements	as	described	in	Note	2,	
Summary	of	Significant	Accounting	Policies
.
	
As	of	December	31,	2022,	maturities	of	our	operating	lease	and	sales-type	lease	receivables	from	customers	for	each	of	the	next	five	years	and
	
thereafter	were	as	follows	(in	millions):
	
	
	
Operating
	
	
Sales-type
	
	
	
Leases
	
	
Leases
	
2023
	
$
1,212
	
	
$
202
	
2024
	
	
900
	
	
	
208
	
2025
	
	
463
	
	
	
192
	
2026
	
	
215
	
	
	
174
	
2027
	
	
194
	
	
	
49
	
Thereafter
	
	
1,697
	
	
	
12
	
Gross	lease	receivables
	
$
4,681
	
	
$
837
	
	
The	above	table	does	not	include	vehicle	sales	to	customers	or	leasing	partners	with	a	resale	value	guarantee	as	the	cash	payments	were
	
received	upfront.	For	our	solar	PPA	arrangements,	customers	are	charged	solely	based	on	actual	power	produced	by	the	installed	solar	energy	system
	
at	a	predefined	rate	per	kilowatt-hour	of	power	produced.	The	future	payments	from	such	arrangements	are	not	included	in	the	above	table	as	they	are
	
a	function	of	the	power	generated	by	the	related	solar	energy	systems	in	the	future.
	
	
Net	Investment	in	Sales-type	Leases


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Net	Investment	in	Sales-type	Leases
Net	investment	in	sales-type	leases,	which	is	the	sum	of	the	present	value	of	the	future	contractual	lease	payments,	is	presented	on	the
	
consolidated	balance	sheets	as	a	component	of	Prepaid	expenses	and	other	current	assets	for	the	current	portion	and	as	Other	non-current	assets	for
	
the	long-term	portion.	Lease	receivables	relating	to	sales-type	leases	are	presented	on	the	consolidated	balance	sheets	as	follows	(in	millions):
	
	
		
December	31,	2022
	
	
December	31,	2021
	
Gross	lease	receivables
		
$
837
	
	
$
427
	
Unearned	interest	income
		
	
(
95
)
	
	
(
50
)
Allowance	for	expected	credit	losses
	
	
(
4
)
	
	
(
1
)
Net	investment	in	sales-type	leases
		
$
738
	
	
$
376
	
	
	
	
	
	
	
	
Reported	as:
		
	
	
	
	
	
Prepaid	expenses	and	other	current	assets
	
$
164
	
	
$
73
	
Other	non-current	assets
	
	
574
	
	
	
303
	
Net	investment	in	sales-type	leases
		
$
738
	
	
$
376
	
	
Lease	Pass-Through	Financing	Obligation
As	of	December	31,	2022
,	we	have	
six
	transactions	referred	to	as	“lease	pass-through	fund	arrangements.”	Under	these	arrangements,	our
	
wholly	owned	subsidiaries	finance	the	cost	of	solar	energy	systems	with	investors	through	arrangements	contractually	structured	as	master	leases	for
	
an	initial	term	ranging	between	
10
	and


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an	initial	term	ranging	between	
10
	and	
25	years
.	These	solar	energy	systems	are	subject	to	lease	or	PPAs	with	customers	with	an	initial	term	not
	
exceeding	
25	years
.
Under	a	lease	pass-through	fund	arrangement,	the	investor	makes	a	large	upfront	payment	to	the	lessor,	which	is	one	of	our	subsidiaries,	and	in
	
some	cases,	subsequent	periodic	payments.	
As	of	
December	31,	2022,	the	future	minimum	master	lease	payments	to	be	received	from	investors,	for
	
each	of	the	next	five	years	and	thereafter,	were	as	follows	(in	millions):
	
2023
	
$
26
	
2024
	
	
18
	
2025
	
	
27
	
2026
	
	
28
	
2027
	
	
29
	
Thereafter
	
	
366
	
Total
	
$
494
	
	
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Note	13	–	Equity	Incentive	Plans
In	June	2019,	we	adopted	the	2019	Equity	Incentive	Plan	(the	“2019	Plan”).	The	2019	Plan	provides	for	the	grant	of	stock	options,	restricted
	
stock,	RSUs,	stock	appreciation	rights,	performance	units	and	performance	shares	to	our	employees,	directors	and	consultants.	Stock	options	granted
	
under	the	2019	Plan	may	be	either	incentive	stock	options	or	nonstatutory	stock	options.	Incentive	stock	options	may	only	be	granted	to	our	employees.
	
Nonstatutory	stock	options	may	be	granted	to	our	employees,	directors	and	consultants.	Generally,	our	stock	options	and	RSUs	vest	over	
four	years
	and
	
our	stock	options	are	exercisable	over	a	maximum	period	of	
10	years
	from	their	grant	dates.	Vesting	typically	terminates	when	the	employment	or
	
consulting	relationship	ends.
As	of	December	31,	2022,	
148.0
	million	shares	were	reserved	and	available	for	issuance	under	the	2019	Plan,	as	adjusted	to	give	effect	to	the
	
2022	Stock	Split.
The	following	table	summarizes	our	stock	option	and	RSU	activity	for	the	year	ended	December	31,	2022:
	
	
	
Stock	Options
	
	
RSUs
	
	
	
	
	
	
	
	
	
Weighted-
	
	
	
	
	
	
	
	
Weighted-
	
	
	
	
	
	
Weighted-
	
	
Average
	
	
Aggregate
	
	
	
	
	
Average
	
	
	
Number	of
	
	
Average
	
	
Remaining
	
	
Intrinsic
	
	
Number
	
	
Grant


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Number
	
	
Grant
	
	
	
Options
	
	
Exercise
	
	
Contractual
	
	
Value
	
	
of	RSUs
	
	
Date	Fair
	
	
	
(in
	
thousands)
	
	
Price
	
	
Life	(years)
	
	
(in
	
billions)
	
	
(in
	
thousands)
	
	
Value
	
Beginning	of	period	(1)
	
	
357,120
	
	
$
28.15
	
	
	
	
	
	
	
	
	
34,312
	
	
$
88.23
	
Granted
	
	
4,120
	
	
$
226.53
	
	
	
	
	
	
	
	
	
8,714
	
	
$
239.85
	
Exercised	or	released
	
	
(
7,971
)
	
$
27.96
	
	
	
	
	
	
	
	
	
(
17,702
)
	
$
61.74
	
Cancelled
	
	
(
9,705
)
	
$
24.25
	
	
	
	
	
	
	
	
	
(
3,991
)
	
$
140.68
	
End	of	period
	
	
343,564
	
	
$
30.65
	
	
5.19
	
	
$
32.79
	
	
	
21,333
	
	
$
162.32
	
Vested	and	expected	
			to	vest,	December	31,	2022
	
	
343,105
	
	
$
30.61
	
	
	
5.19
	
	
$
32.75
	
	
	
21,323
	
	
$
162.33
	
Exercisable	and	vested,


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$
162.33
	
Exercisable	and	vested,
			December	31,	2022	(2)
	
	
304,862
	
	
$
25.68
	
	
	
5.08
	
	
$
29.93
	
	
	
	
	
	
	
	
(1)
Prior	period	results	have	been	adjusted	to	give	effect	to	the	2022	Stock	Split.	See	Note	1,	
Overview
,	for	details.
(2)
Tranche	12	of	the	2018	CEO	Performance	Award,	which	represents	
25.3
	million	stock	options,	was	achieved	in	the	fourth	quarter	of	2022	and
	
will	vest	upon	expected	certification	following	the	filing	of	this	Annual	Report	on	Form	10-K.
	
The	weighted-average	grant	date	fair	value	of	RSUs	granted	in	the	years	ended	December	31,	2022,	2021	and	2020	was	$
239.85
,	$
261.33
	and
	
$
100.17
,	respectively,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.	The	aggregate	release	date	fair	value	of	RSUs	in	the	years	ended	December	31,
	
2022,	2021	and	2020	was	$
4.32
	billion,	$
5.70
	billion	and	$
3.25
	billion,	respectively.
The	aggregate	intrinsic	value	of	options	exercised	in	the	years	ended	December	31,	2022,	2021,	and	2020	was	$
1.90
	billion,	$
26.88
	billion	and
	
$
1.55
	billion,	respectively.	During	the	year	ended	December	31,	2021,	our	CEO	exercised	all	of	the	remaining	vested	options	from	the	2012	CEO
	
Performance	Award,	which	amounted	to	an	intrinsic	value	of	$
23.45


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23.45
	billion.
ESPP
Our	employees	are	eligible	to	purchase	our	common	stock	through	payroll	deductions	of	up	to	
15
%	of	their	eligible	compensation,	subject	to	any
	
plan	limitations.	The	purchase	price	would	be	
85
%	of	the	lower	of	the	fair	market	value	on	the	first	and	last	trading	days	of	each	six-month	offering
	
period.	During	the	years	ended	December	31,	2022,	2021	and	2020,	under	the	ESPP	we	issued	
1.4
	million,	
1.5
	million	and	
5.5
	million	shares,
	
respectively,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.	As	of	December	31,	2022,	there	were	
99.9
	million	shares	available	for	issuance	under	the
	
ESPP,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.
78


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Fair	Value	Assumptions
We	use	the	fair	value	method	in	recognizing	stock-based	compensation	expense.	Under	the	fair	value	method,	we	estimate	the	fair	value	of	each
	
stock	option	award	with	service	or	service	and	performance	conditions	and	the	ESPP	on	the	grant	date	generally	using	the	Black-Scholes	option	pricing
	
model.	
The	weighted-average	assumptions	used	in	the	Black-Scholes	model	for	stock	options	are	as	follows:
	
		
		
Year	Ended	December	31,
	
		
		
2022
	
	
2021
	
	
2020
	
Risk-free	interest	rate
		
	
3.11
%
	
	
0.66
%
	
	
0.26
%
Expected	term	(in	years)
		
	
4.1
	
	
	
4.3
	
	
	
3.9
	
Expected	volatility
		
	
63
%
	
	
59
%
	
	
69
%
Dividend	yield
		
	
0.0
%
	
	
0.0
%
	
	
0.0
%
Grant	date	fair	value	per	share	(1)
	
$
114.51
	
	
$
128.02
	
	
$
72.05
	
	
(1)
Prior	period	results	have	been	adjusted	to	give	effect	to	the	2022	Stock	Split.	See	Note	1,	
Overview
,	for	details.
	
The	fair	value	of	RSUs	with	service	or	service	and	performance	conditions	is	measured	on	the	grant	date	based	on	the	closing	fair	market	value
	
of	our	common	stock.	The	risk-free	interest	rate	is	based	on	the	U.S.	Treasury	yield	for	zero-coupon	U.S.	Treasury	notes	with	maturities	approximating


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each	grant’s	expected	life.	We	use	our	historical	data	in	estimating	the	expected	term	of	our	employee	grants.	The	expected	volatility	is	based	on	the
	
average	of	the	implied	volatility	of	publicly	traded	options	for	our	common	stock	and	the	historical	volatility	of	our	common	stock.
2018	CEO	Performance	Award
In	March	2018,	our	stockholders	approved	the	Board	of	Directors’	grant	of	
304.0
	million	stock	option	awards,	as	adjusted	to	give	effect	to	the
	
2020	Stock	Split	and	the	2022	Stock	Split,	to	our	CEO	(the	“2018	CEO	Performance	Award”).	The	2018	CEO	Performance	Award	consists	of	
12
	vesting
	
tranches	with	a	vesting	schedule	based	entirely	on	the	attainment	of	both	operational	milestones	(performance	conditions)	and	market	conditions,
	
assuming	continued	employment	either	as	the	CEO	or	as	both	Executive	Chairman	and	Chief	Product	Officer	and	service	through	each	vesting	date.
	
Each	of	the	12	vesting	tranches	of	the	2018	CEO	Performance	Award	will	vest	upon	certification	by	the	Board	of	Directors	that	both	(i)	the	market
	
capitalization	milestone	for	such	tranche,	which	began	at	$
100.0
	billion	for	the	first	tranche	and	increases	by	increments	of	$
50.0
	billion	thereafter
	
(based	on	both	a	six	calendar	month	trailing	average	and	a	30	calendar	day	trailing	average,	counting	only	trading	days),	has	been	achieved,	and	(ii)	any
	
one	of	the	following	
eight
	operational	milestones	focused	on	total	revenue	or	any	one	of	the	
eight
	operational	milestones	focused	on	Adjusted	EBITDA


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have	been	achieved	for	the	four	consecutive	fiscal	quarters	on	an	annualized	basis	and	subsequently	reported	by	us	in	our	consolidated	financial
	
statements	filed	with	our	Forms	10-Q	and/or	10-K.
	Adjusted	EBITDA	is	defined	as	net	income	(loss)	attributable	to	common	stockholders	before	interest
	
expense,	provision	(benefit)	for	income	taxes,	depreciation	and	amortization	and	stock-based	compensation.	Upon	vesting	and	exercise,	including	the
	
payment	of	the	exercise	price	of	$
23.34
	per	share	as	adjusted	to	give	effect	to	the	2020	Stock	Split	and	the	2022	Stock	Split,	our	CEO	must	hold	shares
	
that	he	acquires	for	
five	years
	post-exercise,	other	than	a	cashless	exercise	where	shares	are	simultaneously	sold	to	pay	for	the	exercise	price	and	any
	
required	tax	withholding.
	
The	achievement	status	of	the	operational	milestones	as	of	
December	31,	2022	is	provided	below.	Although	an	operational	milestone	is	deemed
	
achieved	in	the	last	quarter	of	the	relevant	annualized	period,	it	may	be	certified	only	after	the	financial	statements	supporting	its	achievement	have
	
been	filed	with	our	Forms	10-Q	and/or	10-K.
	
	
Total	Annualized	Revenue
	
Annualized	Adjusted	EBITDA
Milestone
(in	billions)
	
	
Achievement	Status
	
Milestone
(in	billions)
	
	
Achievement	Status
$
20.0
	
	
Achieved
	
$
1.5
	
	
Achieved
$
35.0
	
	
Achieved
	
$
3.0
	
	
Achieved
$
55.0
	
	
Achieved
	
$
4.5
	
	
Achieved
$
75.0


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Achieved
$
75.0
	
	
Achieved
	(1)
	
$
6.0
	
	
Achieved
$
100.0
	
	
-
	
$
8.0
	
	
Achieved
$
125.0
	
	
-
	
$
10.0
	
	
Achieved
$
150.0
	
	
-
	
$
12.0
	
	
Achieved
$
175.0
	
	
-
	
$
14.0
	
	
Achieved
	
(1)
Achieved	in	the	fourth	quarter	of	2022	and	expected	to	be	certified	following	the	filing	of	this	Annual	Report	on	Form	10-K.
	
79


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Stock-based	compensation	under	the	2018	CEO	Performance	Award	represents	a	non-cash	expense	and	is	recorded	as	a	Selling,	general,	and
	
administrative	operating	expense	in	our	consolidated	statements	of	operations.	In	each	quarter	since	the	grant	of	the	2018	CEO	Performance	Award,	we
	
have	recognized	expense,	generally	on	a	pro-rated	basis,	for	only	the	number	of	tranches	(up	to	the	maximum	of	
12
	tranches)	that	corresponds	to	the
	
number	of	operational	milestones	that	have	been	achieved	or	have	been	determined	probable	of	being	achieved	in	the	future,	in	accordance	with	the
	
following	principles.
On	the	grant	date,	a	Monte	Carlo	simulation	was	used	to	determine	for	each	tranche	(i)	a	fixed	amount	of	expense	for	such	tranche	and	(ii)	the
	
future	time	when	the	market	capitalization	milestone	for	such	tranche	was	expected	to	be	achieved,	or	its	“expected	market	capitalization	milestone
	
achievement	time.”	Separately,	based	on	a	subjective	assessment	of	our	future	financial	performance,	each	quarter	we	determine	whether	it	is	probable
	
that	we	will	achieve	each	operational	milestone	that	has	not	previously	been	achieved	or	deemed	probable	of	achievement	and	if	so,	the	future	time
	
when	we	expect	to	achieve	that	operational	milestone,	or	its	“expected	operational	milestone	achievement	time.”
During	the	first	quarter	of	2022,	
three
	operational	milestones	were	achieved	and	consequently,	we	recognized	an	aggregate	catch-up	expense	of
	
$
11
	million.
As	of	December	31,	2022
,	all	remaining	unrecognized	stock-based	compensation	expense	under	the	2018	CEO	Performance	Award	has	been


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recognized.	For	the	years	ended	December	31,	2022,	2021	and	2020,	we	recorded	stock-based	compensation	expense	of	$
66
	million,	$
910
	million	and
	
$
838
	million,	respectively,	related	to	the	2018	CEO	Performance	Award.
Other	Performance-Based	Grants
2021	Performance-Based	Stock	Option	&	RSU	Awards
During	the	fourth	quarter	of	2021,	the	Compensation	Committee	of	our	Board	of	Directors	granted	to	certain	employees	performance-based
	
RSUs	and	stock	options	to	purchase	an	aggregate	
2.2
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	2022	Stock	Split.	We	begin
	
recording	stock-based	compensation	expense	when	the	performance	milestones	become	probable	of	achievement.	Following	achievement,	vesting
	
occurs	over	a	two-year	period	with	continued	employment.	As	of	
December	31,	2022,	we	had	unrecognized	stock-based	compensation	expense	of	
$
204
	
million,	which	will	be	recognized	over	a	weighted-average	period	of	
3.2
	years.	For	the	year	ended	December	31,	2022,	we	recorded	
$
159
	million	of
	
stock-based	compensation	expense	related	to	this	grant,	net	of	forfeitures.
Summary	Stock-Based	Compensation	Information
The	following	table	summarizes	our	stock-based	compensation	expense	by	line	item	in	the	consolidated	statements	of	operations	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Cost	of	revenues
	
$
594
	
	
$
421
	
	
$
281
	
Research	and	development
	
	
536
	
	
	
448


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536
	
	
	
448
	
	
	
346
	
Selling,	general	and	administrative
	
	
430
	
	
	
1,252
	
	
	
1,107
	
Total
	
$
1,560
	
	
$
2,121
	
	
$
1,734
	
	
Our	income	tax	benefits	recognized	from	stock-based	compensation	arrangements	in	each	of	the	periods	presented	were	immaterial	due	to
	
cumulative	losses	and	valuation	allowances.	During	the	years	ended	December	31,	2022,	2021	and	2020,	stock-based	compensation	expense	capitalized
	
to	our	consolidated	balance	sheets	was	$
245
	million,	$
182
	million	and	$
89
	million,	respectively.	As	of	December	31,	2022,	we	had	$
3.94
	billion	of	total
	
unrecognized	stock-based	compensation	expense	related	to	non-performance	awards,	which	will	be	recognized	over	a	weighted-average	period	of	
2.26
	
years.
	
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Note	14	–	Income	Taxes
A	provision	for	income	taxes	of	$
1.13
	billion,	$
699
	million	and	$
292
	million	has	been	recognized	for	the	
years	ended	December	31,	2022,	2021
	
and	2020,	respectively,	related	primarily	to	our	subsidiaries	located	outside	of	the	U.S.	Our	income	before	provision	for	income	taxes	for	the	years
	
ended	December	31,	2022,	2021	and	2020	was	as	follows	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Domestic
	
$
5,524
	
	
$
(
130
)
	
$
(
198
)
Noncontrolling	interest	and	redeemable	
			noncontrolling	interest
	
	
31
	
	
	
125
	
	
	
141
	
Foreign
	
	
8,164
	
	
	
6,348
	
	
	
1,211
	
Income	before	income	taxes
	
$
13,719
	
	
$
6,343
	
	
$
1,154
	
	
The	components	of	the	provision	for	income	taxes	for	the	
years	ended	December	31,	2022,	2021	and	2020	consisted	of	the	following	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Current:
	
	
	
	
	
	
	
	
	
Federal
	
$
—
	
	
$
—
	
	
$
—
	
State
	
	
62
	
	
	
9
	
	
	
4
	
Foreign


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4
	
Foreign
	
	
1,266
	
	
	
839
	
	
	
248
	
Total	current
	
	
1,328
	
	
	
848
	
	
	
252
	
Deferred:
	
	
	
	
	
	
	
	
	
Federal
	
	
26
	
	
	
—
	
	
	
—
	
State
	
	
1
	
	
	
—
	
	
	
—
	
Foreign
	
	
(
223
)
	
	
(
149
)
	
	
40
	
Total	deferred
	
	
(
196
)
	
	
(
149
)
	
	
40
	
Total	provision	for	income	taxes
	
$
1,132
	
	
$
699
	
	
$
292
	
	
Deferred	tax	assets	(liabilities)	as	of	
December	31,	2022	and	2021	consisted	of	the	following	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Deferred	tax	assets:
	
	
	
	
	
	
Net	operating	loss	carry-forwards
	
$
4,486
	
	
$
7,607
	
Research	and	development	credits
	
	
1,184
	
	
	
923
	
Other	tax	credits	and	attributes
	
	
217
	
	
	
335
	
Deferred	revenue
	
	
751
	
	
	
546
	
Inventory	and	warranty	reserves
	
	
819
	
	
	
377
	
Stock-based	compensation
	
	
185
	
	
	
115
	
Operating	lease	right-of-use	liabilities
	
	
554
	
	
	
430


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554
	
	
	
430
	
Capitalized	research	and	development	costs
	
	
693
	
	
	
—
	
Deferred	GILTI	tax	assets
	
	
466
	
	
	
556
	
Accruals	and	others
	
	
178
	
	
	
191
	
Total	deferred	tax	assets
	
	
9,533
	
	
	
11,080
	
Valuation	allowance
	
	
(
7,349
)
	
	
(
9,074
)
Deferred	tax	assets,	net	of	valuation	allowance
	
	
2,184
	
	
	
2,006
	
Deferred	tax	liabilities:
	
	
	
	
	
	
Depreciation	and	amortization
	
	
(
1,178
)
	
	
(
1,279
)
Investment	in	certain	financing	funds
	
	
(
238
)
	
	
(
209
)
Operating	lease	right-of-use	assets
	
	
(
506
)
	
	
(
391
)
Deferred	revenue
	
	
—
	
	
	
(
49
)
Other
	
	
(
15
)
	
	
(
13
)
Total	deferred	tax	liabilities
	
	
(
1,937
)
	
	
(
1,941
)
Deferred	tax	assets	(liabilities),	net	of	valuation	allowance
	
$
247
	
	
$
65
	
	
81


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As	of	December	31,	2022
,	we	recorded	a	valuation	allowance	of	$
7.35
	billion	for	the	portion	of	the	deferred	tax	asset	that	we	do	not	expect	to	be
	
realized.	The	valuation	allowance	on	our	net	deferred	taxes	decreased	by	$
1.73
	billion	in	the	year	ended	December	31,	2022,	and	increased	by	$
6.14
	
billion	and	$
974
	million	during	the	
years	ended	December	31,	2021	and	2020
,	respectively.	The	changes	in	valuation	allowance	are	primarily	due	to
	
changes	in	U.S.	deferred	tax	assets	and	liabilities	incurred	in	the	respective	year.	The	decrease	in	the	year	ended	December	31,	2022	included
	
utilization	of	$
13.57
	billion	net	operating	loss	carry	forwards	to	offset	our	2022	U.S.	taxable	income.	We	have	$
532
	million	of	deferred	tax	assets	in
	
foreign	jurisdictions,	which	management	believes	are	more-likely-than-not	to	be	realized	given	the	expectation	of	future	earnings	in	these	jurisdictions.
	
We	did	not	have	any	material	releases	of	valuation	allowance	for	the	
years	ended	December	31,	2022,	2021	and	2020.	We	continue	to	monitor	the
	
realizability	of	the	U.S.	deferred	tax	assets	taking	into	account	multiple	factors.	In	completing	this	assessment,	we	considered	both	objective	and
	
subjective	factors.	These	factors	included,	but	were	not	limited	to,	a	history	of	losses	in	prior	years,	excess	tax	benefits	related	to	stock-based


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compensation,	future	reversal	of	existing	temporary	differences	and	tax	planning	strategies.	After	evaluating	all	available	evidence,	we	intend	to
	
continue	maintaining	a	full	valuation	allowance	on	our	U.S.	deferred	tax	assets	until	there	is	sufficient	evidence	to	support	the	reversal	of	all	or	some
	
portion	of	these	allowances.	Given	the	improvement	in	our	operating	results	and	depending	on	the	amount	of	stock-based	compensation	tax	deductions
	
available	in	the	future,	we	may	release	the	valuation	allowance	associated	with	the	U.S.	deferred	tax	assets	in	the	next	few	years.	Release	of	all,	or	a
	
portion,	of	the	valuation	allowance	would	result	in	the	recognition	of	certain	deferred	tax	assets	and	a	decrease	to	income	tax	expense	for	the	period	the
	
release	is	recorded.
The	reconciliation	of	taxes	at	the	federal	statutory	rate	to	our	provision	for	income	taxes	for	the	
years	ended	December	31,	2022,	2021	and	2020
	
was	as	follows	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Tax	at	statutory	federal	rate
	
$
2,881
	
	
$
1,332
	
	
$
242
	
State	tax,	net	of	federal	benefit
	
	
51
	
	
	
6
	
	
	
4
	
Nondeductible	executive	compensations
	
	
14
	
	
	
201
	
	
	
184
	
Other	nondeductible	expenses
	
	
89
	
	
	
67
	
	
	
52
	
Excess	tax	benefits	related	to	stock	based	
			compensation
	
	
(
745
)
	
	
(


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(
745
)
	
	
(
7,123
)
	
	
(
666
)
Foreign	income	rate	differential
	
	
(
923
)
	
	
(
668
)
	
	
33
	
U.S.	tax	credits
	
	
(
276
)
	
	
(
328
)
	
	
(
181
)
Noncontrolling	interests	and	redeemable	
			noncontrolling	interests	adjustment
	
	
42
	
	
	
11
	
	
	
5
	
GILTI	inclusion
	
	
1,279
	
	
	
1,008
	
	
	
133
	
Unrecognized	tax	benefits
	
	
252
	
	
	
28
	
	
	
1
	
Change	in	valuation	allowance
	
	
(
1,532
)
	
	
6,165
	
	
	
485
	
Provision	for	income	taxes
	
$
1,132
	
	
$
699
	
	
$
292
	
	
As	of	December	31,	2022
,	we	had	$
18.0
	billion	of	federal	and	$
14.0
	billion	of	state	net	operating	loss	carry-forwards	available	to	offset	future
	
taxable	income,	some	of	which,	if	not	utilized,	will	begin	to	expire	in	2023	for	federal	and	state	purposes.	A	portion	of	these	losses	were	generated	by
	
our	acquisition	of	SolarCity	Corporation	(“SolarCity”)	and	some	of	the	other	companies	we	acquired,	and	therefore	are	subject	to	change	of	control
	
provisions,	which	limit	the	amount	of	acquired	tax	attributes	that	can	be	utilized	in	a	given	tax	year.	We	do	not	expect	the	change	of	control	limitations


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or	expiration	dates	to	significantly	impact	our	ability	to	utilize	these	attributes.
As	of	December	31,	2022
,	we	had	research	and	development	tax	credits	of	$
969
	million	and	$
734
	million	for	federal	and	state	income	tax
	
purposes,	respectively.	If	not	utilized,	the	federal	research	and	development	tax	credits	will	expire	in	various	amounts	beginning	in	
2024
.	However,	the
	
state	of	California	research	and	development	tax	credits	can	be	carried	forward	indefinitely.	In	addition,	we	have	other	general	business	tax	credits	of
	
$
197
	million	for	federal	income	tax	purposes,	which	will	not	begin	to	significantly	expire	until	
2033
.
Federal	and	state	laws	can	impose	substantial	restrictions	on	the	utilization	of	net	operating	loss	and	tax	credit	carry-forwards	in	the	event	of	an
	
“ownership	change,”	as	defined	in	Section	382	of	the	Internal	Revenue	Code.	We	have	determined	that	no	significant	limitation	would	be	placed	on	the
	
utilization	of	our	net	operating	loss	and	tax	credit	carry-forwards	due	to	prior	ownership	changes.
The	local	government	of	Shanghai	granted	a	beneficial	corporate	income	tax	rate	of	
15
%	to	certain	eligible	enterprises,	compared	to	the	
25
%
	
statutory	corporate	income	tax	rate	in	China.	Our	Gigafactory	Shanghai	subsidiary	was	granted	this	beneficial	income	tax	rate	of	
15
%	for	2019	through
	
2023.
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As	of	December	31,	2022
,	we	intend	to	indefinitely	reinvest	our	foreign	earnings	and	cash	unless	such	repatriation	results	in	no	or	minimal	tax
	
costs.	We	have	recorded	the	taxes	associated	with	the	earnings	we	intend	to	repatriate	in	the	future.	For	the	earnings	we	intend	to	indefinitely	reinvest,
	
no
	deferred	tax	liabilities	for	foreign	withholding	or	other	taxes	have	been	recorded.	The	estimated	amount	of	such	unrecognized	deferred	tax	liability
	
associated	with	the	indefinitely	reinvested	earnings	is	approximately	$
168
	million.
Uncertain	Tax	Positions
The	changes	to	our	gross	unrecognized	tax	benefits	were	as	follows	(in	millions):
	
	
	
	
	
December	31,	2019
	
$
273
	
Increases	in	balances	related	to	prior	year	tax	positions
	
	
66
	
Increases	in	balances	related	to	current	year	tax
			positions
	
	
41
	
December	31,	2020
		
	
380
	
Increases	in	balances	related	to	prior	year	tax	positions
		
	
117
	
Decreases	in	balances	related	to	prior	year	tax	positions
	
	
(
90
)
Increases	in	balances	related	to	current	year	tax	
			positions
		
	
124
	
December	31,	2021
		
	
531
	
Increases	in	balances	related	to	prior	year	tax	positions
		
	
136
	
Decreases	in	balances	related	to	prior	year	tax	positions
	
	
(
12
)
Increases	in	balances	related	to	current	year	tax	positions
	
	
222
	
Decreases	in	balances	related	to	expiration	of	the	statute	of	limitations
		
	
(
7
)


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(
7
)
December	31,	2022
	
$
870
	
	
As	of	December	31,	2022
,	accrued	interest	and	penalties	related	to	unrecognized	tax	benefits	are	classified	as	income	tax	expense	and	amounted
	
to	$
31
	million.	Unrecognized	tax	benefits	of	$
572
	million,	if	recognized,	would	not	affect	our	effective	tax	rate	since	the	tax	benefits	would	increase	a
	
deferred	tax	asset	that	is	currently	fully	offset	by	a	valuation	allowance.
	
We	file	income	tax	returns	in	the	U.S.	and	various	state	and	foreign	jurisdictions.	We	are	currently	under	examination	by	the	Internal	Revenue
	
Service	(“IRS”)	for	the	years	
2015
	to	
2018
.	Additional	tax	years	within	the	periods	
2004
	to	
2014
	and	
2019
	to	
2021
	remain	subject	to	examination	for
	
federal	income	tax	purposes.	All	net	operating	losses	and	tax	credits	generated	to	date	are	subject	to	adjustment	for	U.S.	federal	and	state	income	tax
	
purposes.	Our	returns	for	
2004
	and	subsequent	tax	years	remain	subject	to	examination	in	U.S.	state	and	foreign	jurisdictions.
Given	the	uncertainty	in	timing	and	outcome	of	our	tax	examinations,	an	estimate	of	the	range	of	the	reasonably	possible	change	in	gross
	
unrecognized	tax	benefits	within	twelve	months	cannot	be	made	at	this	time.
	
Note	15	–	Commitments	and	Contingencies
Operating	Lease	Arrangement	in	Buffalo,	New	York
We	have	an	operating	lease	through	the	Research	Foundation	for	the	SUNY	Foundation	with	respect	to	Gigafactory	New	York.	Under	the	lease


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and	a	related	research	and	development	agreement,	we	are	continuing	to	further	develop	the	facility.
	
Under	this	agreement,	we	are	obligated	to,	among	other	things,	meet	employment	targets	as	well	as	specified	minimum	numbers	of	personnel	in
	
the	State	of	New	York	and	in	Buffalo,	New	York	and	spend	or	incur	$
5.00
	billion	in	combined	capital,	operational	expenses,	costs	of	goods	sold	and
	
other	costs	in	the	State	of	New	York	during	the	
10-year
	period	beginning	April	30,	2018.	On	an	annual	basis	during	the	initial	lease	term,	as	measured
	
on	each	anniversary	of	such	date,	if	we	fail	to	meet	these	specified	investment	and	job	creation	requirements,	then	we	would	be	obligated	to	pay	a	$
41
	
million	“program	payment”	to	the	SUNY	Foundation	for	each	year	that	we	fail	to	meet	these	requirements.	Furthermore,	if	the	arrangement	is
	
terminated	due	to	a	material	breach	by	us,	then	additional	amounts	may	become	payable	by	us.
In	2021,	an	amendment	was	executed	to	extend	our	overall	agreement	to	spend	or	incur	$
5.00
	billion	in	combined	capital,	operational	expenses,
	
costs	of	goods	sold	and	other	costs	in	the	State	of	New	York	through	December	31,	2029.	On	February	1,	2022,	we	reported	to	the	State	of	New	York
	
that	we	had	met	and	exceeded	our	annual	requirements	for	jobs	and	investment	in	Buffalo	and	New	York	State.	As	of	December	31,	2022,	we	are


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currently	in	excess	of	such	targets	relating	to	investments	and	personnel	in	the	State	of	New	York	and	Buffalo	and	do	not	currently	expect	any	issues
	
meeting	our	applicable	obligations	in	the	years	beyond.	However,	if	our	expectations	as	to	the	costs	and	timelines	of	our	investment	and	operations	at
	
Buffalo	or	our	production	ramp	of	the	Solar	Roof	prove	incorrect,	we	may	incur	additional	expenses	or	be	required	to	make	substantial	payments	to	the
	
SUNY	Foundation.
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Operating	Lease	Arrangement	in	Shanghai,	China
We	have	an	operating	lease	arrangement	for	an	initial	term	of	
50	years
	with	the	local	government	of	Shanghai	for	land	use	rights	where	we	have
	
been	constructing	Gigafactory	Shanghai.	Under	the	terms	of	the	arrangement,	we	are	required	to	spend	RMB	
14.08
	billion	in	capital	expenditures	by
	
the	end	of	2023	and	to	generate	RMB	
2.23
	billion	of	annual	tax	revenues	starting	at	the	end	of	2023.	If	we	are	unwilling	or	unable	to	meet	such	target
	
or	obtain	periodic	project	approvals,	in	accordance	with	the	Chinese	government’s	standard	terms	for	such	arrangements,	we	would	be	required	to
	
revert	the	site	to	the	local	government	and	receive	compensation	for	the	remaining	value	of	the	land	lease,	buildings	and	fixtures.	We	expect	to	meet
	
the	capital	expenditure	and	tax	revenue	requirements	based	on	our	current	level	of	spend	and	sales.
Legal	Proceedings
Litigation	Relating	to	the	SolarCity	Acquisition
Between	September	1,	2016	and	October	5,	2016,	
seven
	lawsuits	were	filed	in	the	Delaware	Court	of	Chancery	by	purported	stockholders	of
	
Tesla	challenging	our	acquisition	of	SolarCity.	Following	consolidation,	the	lawsuit	names	as	defendants	the	members	of	Tesla’s	board	of	directors	as
	
then	constituted	and	alleges,	among	other	things,	that	board	members	breached	their	fiduciary	duties	in	connection	with	the	acquisition.	The	complaint
	
asserts	both	derivative	claims	and	direct	claims	on	behalf	of	a	purported	class	and	seeks,	among	other	relief,	unspecified	monetary	damages,	attorneys’


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fees	and	costs.	On	January	22,	2020,	all	of	the	director	defendants	except	Elon	Musk	reached	a	settlement	to	resolve	the	lawsuit	against	them	for	an
	
amount	to	be	paid	entirely	under	the	applicable	insurance	policy.	The	settlement,	which	does	not	involve	an	admission	of	any	wrongdoing	by	any	party,
	
was	approved	by	the	Court	on	August	17,	2020.	Tesla	received	payment	of	approximately	$
43
	million	on	September	16,	2020,	which	has	been
	
recognized	in	our	consolidated	statements	of	operations	as	a	reduction	to	Selling,	general	and	administrative	operating	expenses	for	costs	previously
	
incurred	related	to	the	acquisition	of	SolarCity.	On	February	4,	2020,	the	Court	issued	a	ruling	that	denied	plaintiffs’	previously-filed	motion	for
	
summary	judgment	and	granted	in	part	and	denied	in	part	defendants’	previously-filed	motion	for	summary	judgment.	The	case	was	set	for	trial	in
	
March	2020	until	it	was	postponed	by	the	Court	due	to	safety	precautions	concerning	COVID-19.	The	trial	was	held	from	July	12	to	July	23,	2021	and	on
	
August	16,	2021.	
On	October	22,	2021,	the	Court	approved	the	parties’	joint	stipulation	that	(a)	the	class	is	decertified	and	the	action	shall	continue
	
exclusively	as	a	derivative	action	under	Court	of	Chancery	Rule	23.1	and	(b)	the	direct	claims	against	Elon	Musk	are	dismissed	with	prejudice.
	
Following	post-trial	briefing,	post-trial	argument	was	held	on	January	18,	2022.


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On	April	27,	2022,	the	Court	entered	judgment	in	favor	of	Mr.	Musk	on	all	counts.	On	May	26,	2022,	the	plaintiff	filed	a	notice	of	appeal.	The
	
parties	have	completed	briefing	and	argument	will	be	held	before	the	Supreme	Court	of	Delaware	on	March	29,	2023.
These	plaintiffs	and	others	filed	parallel	actions	in	the	U.S.	District	Court	for	the	District	of	Delaware	on	or	about	April	21,	2017.	They	include
	
claims	for	violations	of	the	federal	securities	laws	and	breach	of	fiduciary	duties	by	Tesla’s	board	of	directors.	Those	actions	have	been	consolidated	and
	
stayed	pending	the	above-referenced	Chancery	Court	litigation.
Litigation	Relating	to	2018	CEO	Performance	Award
On	June	4,	2018,	a	purported	Tesla	stockholder	filed	a	putative	class	and	derivative	action	in	the	Delaware	Court	of	Chancery	against	Elon	Musk
	
and	the	members	of	Tesla’s	board	of	directors	as	then	constituted,	alleging	corporate	waste,	unjust	enrichment	and	that	such	board	members	breached
	
their	fiduciary	duties	by	approving	the	stock-based	compensation	plan	awarded	to	Elon	Musk	in	2018.	The	complaint	seeks,	among	other	things,
	
monetary	damages	and	rescission	or	reformation	of	the	stock-based	compensation	plan.	On	August	31,	2018,	defendants	filed	a	motion	to	dismiss	the
	
complaint;	plaintiff	filed	its	opposition	brief	on	November	1,	2018;	and	defendants	filed	a	reply	brief	on	December	13,	2018.	The	hearing	on	the	motion


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to	dismiss	was	held	on	May	9,	2019.	On	September	20,	2019,	the	Court	granted	the	motion	to	dismiss	as	to	the	corporate	waste	claim	but	denied	the
	
motion	as	to	the	breach	of	fiduciary	duty	and	unjust	enrichment	claims.	Defendants’	answer	was	filed	on	December	3,	2019.
On	January	25,	2021,	the	Court	conditionally	certified	certain	claims	and	a	class	of	Tesla	stockholders	as	a	class	action.	On	September	30,	2021,
	
plaintiff	filed	a	motion	for	leave	to	file	a	verified	amended	derivative	complaint.	On	October	1,	2021,	defendants	Kimbal	Musk	and	Steve	Jurvetson
	
moved	for	summary	judgment	as	to	the	claims	against	them.	Following	the	motion,	plaintiff	agreed	to	voluntarily	dismiss	the	claims	against	Kimbal
	
Musk	and	Steve	Jurvetson.	Plaintiff	also	moved	for	summary	judgment	on	October	1,	2021.	On	October	27,	2021,	the	Court	approved	the	parties’	joint
	
stipulation	that,	among	other	things,	(a)	all	claims	against	Kimbal	Musk	and	Steve	Jurvetson	in	the	Complaint	are	dismissed	with	prejudice;	(b)	the	class
	
is	decertified	and	the	action	shall	continue	exclusively	as	a	derivative	action	under	Court	of	Chancery	Rule	23.1;	and	(c)	the	direct	claims	against	the
	
remaining	defendants	are	dismissed	with	prejudice.	On	November	18,	2021,	the	remaining	defendants	(a)	moved	for	partial	summary	judgment,	(b)


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opposed	plaintiff’s	summary	judgment	motion	and	(c)	opposed	the	plaintiff’s	motion	to	amend	his	complaint.	In	January	2022,	the	case	was	assigned	to	a
	
different	judge.	On	February	24,	2022,	the	court	(i)	granted	plaintiff’s	motion	to	amend	his	complaint,	and	(ii)	canceled	oral	argument	on	the	summary
	
judgment	motions,	stating	that	the	court	is	“skeptical	that	this	litigation	can	be	resolved	based	on	the	undisputed	facts”	and	the	“case	is	going	to	trial,”
	
but	that	the	“parties	may	reassert	their	arguments	made	in	support	of	summary	judgment	in	their	pre-trial	and	post-trial	briefs.”	Trial	was	held
	
November	14-18,	2022.	Post-trial	briefing	is	underway	and	post-trial	argument	is	scheduled	for	February	21,	2023.
	
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Litigation	Related	to	Directors’	Compensation
On	June	17,	2020,	a	purported	Tesla	stockholder	filed	a	derivative	action	in	the	Delaware	Court	of	Chancery,	purportedly	on	behalf	of	Tesla,
	
against	certain	of	Tesla’s	current	and	former	directors	regarding	compensation	awards	granted	to	Tesla’s	directors,	other	than	Elon	Musk,	between
	
2017	and	2020.	The	suit	asserts	claims	for	breach	of	fiduciary	duty	and	unjust	enrichment	and	seeks	declaratory	and	injunctive	relief,	unspecified
	
damages	and	other	relief.	Defendants	filed	their	answer	on	September	17,	2020.	Trial	is	currently	set	for	November	27,	2023,	to	December	1,	2023.
Litigation	Relating	to	Potential	Going	Private	Transaction
Between	August	10,	2018	and	September	6,	2018,	
nine
	purported	stockholder	class	actions	were	filed	against	Tesla	and	Elon	Musk	in	connection
	
with	Mr.	Musk’s	August	7,	2018	Twitter	post	that	he	was	considering	taking	Tesla	private.	All	of	the	suits	are	now	pending	in	the	U.S.	District	Court	for
	
the	Northern	District	of	California.	Although	the	complaints	vary	in	certain	respects,	they	each	purport	to	assert	claims	for	violations	of	federal
	
securities	laws	related	to	Mr.	Musk’s	statement	and	seek	unspecified	compensatory	damages	and	other	relief	on	behalf	of	a	purported	class	of
	
purchasers	of	Tesla’s	securities.	Plaintiffs	filed	their	consolidated	complaint	on	January	16,	2019	and	added	as	defendants	the	members	of	Tesla’s	board


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of	directors.	The	now-consolidated	purported	stockholder	class	action	was	stayed	while	the	issue	of	selection	of	lead	counsel	was	briefed	and	argued
	
before	the	Ninth	Circuit.	The	Ninth	Circuit	ruled	regarding	lead	counsel.	Defendants	filed	a	motion	to	dismiss	the	complaint	on	November	22,	2019.	The
	
hearing	on	the	motion	was	held	on	March	6,	2020.	On	April	15,	2020,	the	Court	denied	defendants’	motion	to	dismiss.	The	parties	stipulated	to
	
certification	of	a	class	of	stockholders,	which	the	court	granted	on	November	25,	2020.	On	January	11,	2022,	plaintiff
	filed	a	motion	for	partial	summary
	
judgment.	On	April	1,	2022,	the	Court	granted	in	part	plaintiffs’	motion	for	partial	summary	judgment.	The	Company	disagrees	with	the	ruling	and
	
accordingly,	on	April	22,	2022,	asked	the	Court	for	reconsideration	or,	in	the	alternative,	certification	to	file	an	interlocutory	appeal.	On	June	16,	2022,
	
in	response	to	Tesla’s	motions,	the	Court	denied	certification	to	appeal	and	declined	to	reconsider	its	opinion	but	clarified	its	summary	judgment	ruling
	
to	make	clear	that	it	had	not	ruled	that	any	misstatements	it	identified	met	the	required	materiality	element	under	the	securities	statute.	The	issue	of
	
materiality	and	reliance	will	both	be	questions	for	the	jury	to	decide	at	trial,	which	started	on	January	17,	2023.
Between	October	17,	2018	and	March	8,	2021,	
seven
	derivative	lawsuits	were	filed	in	the	Delaware	Court	of	Chancery,	purportedly	on	behalf	of


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Tesla,	against	Mr.	Musk	and	the	members	of	Tesla’s	board	of	directors,	as	constituted	at	relevant	times,	in	relation	to	statements	made	and	actions
	
connected	to	a	potential	going	private	transaction,	with	certain	of	the	lawsuits	challenging	additional	Twitter	posts	by	Mr.	Musk,	among	other	things.
	
Five
	of	those	actions	were	consolidated,	and	all	
seven
	actions	have	been	stayed	pending	resolution	of	the	above-referenced	consolidated	purported
	
stockholder	class	action.	In	addition	to	these	cases,	
two
	derivative	lawsuits	were	filed	on	October	25,	2018	and	February	11,	2019	in	the	U.S.	District
	
Court	for	the	District	of	Delaware,	purportedly	on	behalf	of	Tesla,	against	Mr.	Musk	and	the	members	of	the	Tesla	board	of	directors	as	then
	
constituted.	Those	cases	have	also	been	consolidated	and	stayed	pending	resolution	of	the	above-referenced	consolidated	purported	stockholder	class
	
action.
On	October	21,	2022,	a	lawsuit	was	filed	in	the	Delaware	Court	of	Chancery	by	a	purported	shareholder	of	Tesla	alleging,	among	other	things,
	
that	board	members	breached	their	fiduciary	duties	in	connection	with	their	oversight	of	the	Company’s	2018	settlement	with	the	SEC,	as	amended.
	
Among	other	things,	the	plaintiff	seeks	reforms	to	the	Company’s	corporate	governance	and	internal	procedures,	unspecified	damages,	and	attorneys’
	
fees.	The	parties	reached	an	agreement	to	stay	the	case	until	March	7,	2023.


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Unless	otherwise	stated,	the	individual	defendants	named	in	the	stockholder	proceedings	described	above	and	the	Company	with	respect	to	the
	
stockholder	class	action	proceedings	described	above	believe	that	the	claims	in	such	proceedings	have	no	merit	and	intend	to	defend	against	them
	
vigorously.	We	are	unable	to	reasonably	estimate	the	possible	loss	or	range	of	loss,	if	any,	associated	with	these	claims.
On	November	15,	2021,	JPMorgan	Chase	Bank	(“JP	Morgan”)	filed	a	lawsuit	against	Tesla	in	the	Southern	District	of	New	York	alleging	breach	of
	
a	stock	warrant	agreement	that	was	entered	into	as	part	of	a	convertible	notes	offering	in	2014.	In	2018,	JP	Morgan	informed	Tesla	that	it	had	adjusted
	
the	strike	price	based	upon	Mr.	Musk’s	August	7,	2018	Twitter	post	that	he	was	considering	taking	Tesla	private.	Tesla	disputed	JP	Morgan’s
	
adjustment	as	a	violation	of	the	parties’	agreement.	In	2021,	Tesla	delivered	shares	to	JP	Morgan	per	the	agreement,	which	they	duly	accepted.	JP
	
Morgan	now	alleges	that	it	is	owed	approximately	$
162
	million	as	the	value	of	additional	shares	that	it	claims	should	have	been	delivered	as	a	result	of
	
the	adjustment	to	the	strike	price	in	2018.	On	January	24,	2022,	Tesla	filed	multiple	counterclaims	as	part	of	its	answer	to	the	underlying	lawsuit,
	
asserting	among	other	points	that	JP	Morgan	should	have	terminated	the	stock	warrant	agreement	in	2018	rather	than	make	an	adjustment	to	the	strike


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price	that	it	should	have	known	would	lead	to	a	commercially	unreasonable	result.	Tesla	believes	that	the	adjustments	made	by	JP	Morgan	were	neither
	
proper	nor	commercially	reasonable,	as	required	under	the	stock	warrant	agreements.	
JP	Morgan	filed	a	motion	for	judgment	on	the	pleadings,	which
	
Tesla	opposed,	and	that	motion	is	currently	pending	before	the	Court.
	
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Litigation	and	Investigations	Relating	to	Alleged	Discrimination	and	Harassment
On	October	4,	2021,	in	a	case	captioned	
Diaz	v.	Tesla
,	a	jury	in	the	Northern	District	of	California	returned	a	verdict	of	$
136.9
	million	against
	
Tesla	on	claims	by	a	former	contingent	worker	that	he	was	subjected	to	race	discrimination	while	assigned	to	work	at	Tesla’s	Fremont	Factory	from
	
2015-2016.	On	November	16,	2021,	Tesla	filed	a	post-trial	motion	for	relief	that	included	a	request	for	a	new	trial	or	reduction	of	the	jury’s	damages.
	
The	Court	held	a	hearing	on	Tesla’s	motion	on	January	19,	2022.	
On	April	13,	2022,	the	Court	granted	Tesla’s	motion	in	part,	reducing	the	total
	
damages	to	$
15
	million	and	conditionally	denied	the	motion	for	a	new	trial	subject	to	the	plaintiff’s	acceptance	of	the	reduced	award.	
On	June	21,	2022,
	
the	plaintiff	rejected	the	reduced	award	and,	as	a	result,	on	June	27,	2022,	the	Court	ordered	a	new	trial	on	damages	only,	to	commence	on	March	27,
	
2023.	Tesla	continues	to	believe	that	the	facts	and	law	do	not	justify	the	damages	awarded	and	is	assessing	its	next	steps.
	
On	February	9,	2022,	shortly	after	the	
Diaz
	jury	verdict,	the	California	Civil	Rights	Department	(”CRD,”	formerly	“DFEH”)	filed	a	civil	complaint
	
against	Tesla	in	Alameda	County,	California	Superior	Court,	alleging	systemic	race	discrimination,	hostile	work	environment	and	pay	equity	claims,


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among	others.	CRD’s	amended	complaint	seeks	monetary	damages	and	injunctive	relief.	On	September	22,	2022,	Tesla	filed	a	cross	complaint	against
	
CRD,	alleging	that	it	violated	the	Administrative	Procedures	Act	by	failing	to	follow	statutory	pre-requisites	prior	to	filing	suit	and	that	cross	complaint
	
was	subject	to	a	sustained	demurrer.	Tesla	has	until	February	3,	2023	to	amend	its	cross	complaint.	The	case	is	now	in	discovery.
	
Additionally,	on	June	1,	2022	the	Equal	Employment	Opportunity	Commission	(“EEOC”)	issued	a	cause	finding	against	Tesla	that	closely	parallels
	
the	CRD’s	allegations.	Tesla	is	in	the	process	of	setting	up	a	mandatory	mediation	with	the	EEOC.
	
On	June	16,	2022,	
two
	Tesla	stockholders	filed	separate	derivative	actions	in	the	U.S.	District	Court	for	the	Western	District	of	Texas,
	
purportedly	on	behalf	of	Tesla,	against	certain	of	Tesla’s	current	and	former	directors.	Both	suits	assert	claims	for	breach	of	fiduciary	duty,	unjust
	
enrichment,	and	violation	of	the	federal	securities	laws	in	connection	with	alleged	race	and	gender	discrimination	and	sexual	harassment.	Among	other
	
things,	plaintiffs	seek	declaratory	and	injunctive	relief,	unspecified	damages	payable	to	Tesla,	and	attorneys’	fees.	On	July	22,	2022,	the	Court
	
consolidated	the	
two
	cases	and	on	September	6,	2022,	plaintiffs	filed	a	consolidated	complaint.	On	November	7,	2022,	the	defendants	filed	a	motion	to


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dismiss	the	case.	Plaintiffs	filed	a	response	of	January	13,	2023,	and	the	defendants’	reply	is	due	February	17,	2023.
	
Certain	Investigations	and	Other	Matters
We	receive	requests	for	information	from	regulators	and	governmental	authorities,	such	as	the	National	Highway	Traffic	Safety	Administration,
	
the	National	Transportation	Safety	Board,	the	SEC,	the	Department	of	Justice	(“DOJ”)	and	various	state,	federal,	and	international	agencies.	We
	
routinely	cooperate	with	such	regulatory	and	governmental	requests,	including	subpoenas,	formal	and	informal	requests	and	other	investigations	and
	
inquiries.
For	example,	the	SEC	had	issued	subpoenas	to	Tesla	in	connection	with	Elon	Musk’s	prior	statement	that	he	was	considering	taking	Tesla
	
private.	The	take-private	investigation	was	resolved	and	closed	with	a	settlement	entered	into	with	the	SEC	in	September	2018	and	as	further	clarified
	
in	April	2019	in	an	amendment.	The	SEC	also	has	periodically	issued	subpoenas	to	us	seeking	information	on	our	governance	processes	around
	
compliance	with	the	SEC	settlement,	as	amended.
	
Separately,	the	company	has	received	requests	from	the	DOJ	for	documents	related	to	Tesla’s	Autopilot	and	FSD	features.	To	our	knowledge	no
	
government	agency	in	any	ongoing	investigation	has	concluded	that	any	wrongdoing	occurred.	We	cannot	predict	the	outcome	or	impact	of	any	ongoing
	
matters.	Should	the	government	decide	to	pursue	an	enforcement	action,	there	exists	the	possibility	of	a	material	adverse	impact	on	our	business,
	
results	of	operation,	prospects,	cash	flows	and	financial	position.


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We	are	also	subject	to	various	other	legal	proceedings	and	claims	that	arise	from	the	normal	course	of	business	activities.	If	an	unfavorable
	
ruling	or	development	were	to	occur,	there	exists	the	possibility	of	a	material	adverse	impact	on	our	business,	results	of	operations,	prospects,	cash
	
flows,	financial	position	and	brand.
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Letters	of	Credit
As	of	December	31,	2022
,	we	had	$
318
	million	of	unused	letters	of	credit	outstanding.
Note	16	–	Variable	Interest	Entity	Arrangements
We	have	entered	into	various	arrangements	with	investors	to	facilitate	the	funding	and	monetization	of	our	solar	energy	systems	and	vehicles.	In
	
particular,	our	wholly	owned	subsidiaries	and	fund	investors	have	formed	and	contributed	cash	and	assets	into	various	financing	funds	and	entered	into
	
related	agreements.	We	have	determined	that	the	funds	are	VIEs	and	we	are	the	primary	beneficiary	of	these	VIEs	by	reference	to	the	power	and
	
benefits	criterion	under	ASC	810.	We	have	considered	the	provisions	within	the	agreements,	which	grant	us	the	power	to	manage	and	make	decisions
	
that	affect	the	operation	of	these	VIEs,	including	determining	the	solar	energy	systems	and	the	associated	customer	contracts	to	be	sold	or	contributed
	
to	these	VIEs,	redeploying	solar	energy	systems	and	managing	customer	receivables.	We	consider	that	the	rights	granted	to	the	fund	investors	under
	
the	agreements	are	more	protective	in	nature	rather	than	participating.
As	the	primary	beneficiary	of	these	VIEs,	we	consolidate	in	the	financial	statements	the	financial	position,	results	of	operations	and	cash	flows	of
	
these	VIEs,	and	all	intercompany	balances	and	transactions	between	us	and	these	VIEs	are	eliminated	in	the	consolidated	financial	statements.	Cash
	
distributions	of	income	and	other	receipts	by	a	fund,	net	of	agreed	upon	expenses,	estimated	expenses,	tax	benefits	and	detriments	of	income	and	loss


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and	tax	credits,	are	allocated	to	the	fund	investor	and	our	subsidiary	as	specified	in	the	agreements.
Generally,	our	subsidiary	has	the	option	to	acquire	the	fund	investor’s	interest	in	the	fund	for	an	amount	based	on	the	market	value	of	the	fund	or
	
the	formula	specified	in	the	agreements.
Upon	the	sale	or	liquidation	of	a	fund,	distributions	would	occur	in	the	order	and	priority	specified	in	the	agreements.
Pursuant	to	management	services,	maintenance	and	warranty	arrangements,	we	have	been	contracted	to	provide	services	to	the	funds,	such	as
	
operations	and	maintenance	support,	accounting,	lease	servicing	and	performance	reporting.	In	some	instances,	we	have	guaranteed	payments	to	the
	
fund	investors	as	specified	in	the	agreements.	A	fund’s	creditors	have	no	recourse	to	our	general	credit	or	to	that	of	other	funds.	Certain	assets	of	the
	
funds	have	been	pledged	as	collateral	for	their	obligations.
The	aggregate	carrying	values	of	the	VIEs’	assets	and	liabilities,	after	elimination	of	any	intercompany	transactions	and	balances,	in	the
	
consolidated	balance	sheets	were	as	follows	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Assets
	
	
	
	
	
	
Current	assets
	
	
	
	
	
	
Cash	and	cash	equivalents
	
$
68
	
	
$
87
	
Accounts	receivable,	net
	
	
22
	
	
	
24
	
Prepaid	expenses	and	other	current	assets
	
	
274
	
	
	
152
	
Total	current	assets
	
	
364
	
	
	
263


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364
	
	
	
263
	
Solar	energy	systems,	net
	
	
4,060
	
	
	
4,515
	
Other	non-current	assets
	
	
404
	
	
	
276
	
Total	assets
	
$
4,828
	
	
$
5,054
	
Liabilities
	
	
	
	
	
	
Current	liabilities
	
	
	
	
	
	
Accrued	liabilities	and	other
	
$
69
	
	
$
74
	
Deferred	revenue
	
	
10
	
	
	
11
	
Current	portion	of	debt	and	finance	leases
	
	
1,013
	
	
	
1,031
	
Total	current	liabilities
	
	
1,092
	
	
	
1,116
	
Deferred	revenue,	net	of	current	portion
	
	
149
	
	
	
161
	
Debt	and	finance	leases,	net	of	current	portion
	
	
971
	
	
	
2,093
	
Other	long-term	liabilities
	
	
3
	
	
	
11
	
Total	liabilities
	
$
2,215
	
	
$
3,381
	
	
Note	17	–	Related	Party	Transactions
In	February	2020,	our	CEO	and	a	member	of	our	Board	of	Directors	purchased	from	us	
195,555
	and	
18,750
	shares,	respectively,	as	adjusted	to
	
give	effect	to	the	2022	Stock	Split,	of	our	common	stock	in	a	public	offering	at	the	public	offering	price	for	an	aggregate	$
10
	million	and	$
1
	million,
	
respectively.
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In	June	2020,	our	CEO	entered	into	an	indemnification	agreement	with	us	for	an	interim	term	of	
90
	days.	During	the	interim	term,	we	resumed
	
our	annual	evaluation	of	all	available	options	for	providing	directors’	and	officers’	indemnity	coverage,	which	we	had	suspended	during	the	height	of
	
shelter-in-place	requirements	related	to	the	COVID-19	pandemic.	As	part	of	such	process,	we	obtained	a	binding	market	quote	for	a	directors’	and
	
officers’	liability	insurance	policy	with	an	aggregate	coverage	limit	of	$
100
	million.
Pursuant	to	the	indemnification	agreement,	our	CEO	provided,	from	his	personal	funds,	directors’	and	officers’	indemnity	coverage	to	us	during
	
the	interim	term	in	the	event	such	coverage	is	not	indemnifiable	by	us,	up	to	a	total	of	$
100
	million.	In	return,	we	paid	our	CEO	a	total	of	$
3
	million,
	
which	represents	the	market-based	premium	for	the	market	quote	described	above	as	prorated	for	90	days	and	further	discounted	by	
50
%.	Following
	
the	lapse	of	the	90-day	period,	we	did	not	extend	the	term	of	the	indemnification	agreement	with	our	CEO	and	instead	bound	a	customary	directors’	and
	
officers’	liability	insurance	policy	with	third-party	carriers.
In	relation	to	our	CEO’s	exercise	of	stock	options	and	sale	of	common	stock	from	the	2012	CEO	Performance	Award,	Tesla	withheld	the
	
appropriate	amount	of	taxes.	However,	given	the	significant	amounts	involved,	our	CEO	entered	into	an	indemnification	agreement	with	us	in


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November	2021	for	additional	taxes	owed,	if	any.
	
Tesla	periodically	does	business	with	certain	entities	with	which	its	CEO	and	directors	are	affiliated,	such	as	SpaceX	and	Twitter,	Inc.,	in
	
accordance	with	our	Related	Person	Transactions	Policy.	Such	transactions	have	not	had	to	date,	and	are	not	currently	expected	to	have,	a	material
	
impact	on	our	consolidated	financial	statements.
	
Note	18	–	Segment	Reporting	and	Information	about	Geographic	Areas
We	have	
two
	operating	and	reportable	segments:	(i)	automotive	and	(ii)	energy	generation	and	storage.	The	automotive	segment	includes	the
	
design,	development,	manufacturing,	sales	and	leasing	of	electric	vehicles	as	well	as	sales	of	automotive	regulatory	credits.	Additionally,	the	automotive
	
segment	is	also	comprised	of	services	and	other,	which	includes	non-warranty	after-sales	vehicle	services	and	parts,	paid	Supercharging,	sales	of	used
	
vehicles,	retail	merchandise	and	vehicle	insurance	revenue.	The	energy	generation	and	storage	segment	includes	the	design,	manufacture,	installation,
	
sales	and	leasing	of	solar	energy	generation	and	energy	storage	products	and	related	services	and	sales	of	solar	energy	systems	incentives.	Our	CODM
	
does	not	evaluate	operating	segments	using	asset	or	liability	information.	
The	following	table	presents	revenues	and	gross	profit	by	reportable	segment
	
(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Automotive	segment
	
	
	
	
	
	
	
	
	
Revenues
	
$
77,553
	
	
$
51,034
	
	
$


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$
51,034
	
	
$
29,542
	
Gross	profit
	
$
20,565
	
	
$
13,735
	
	
$
6,612
	
Energy	generation	and	storage	segment
	
	
	
	
	
	
	
	
	
Revenues
	
$
3,909
	
	
$
2,789
	
	
$
1,994
	
Gross	profit
	
$
288
	
	
$
(
129
)
	
$
18
	
	
The	following	table	presents	revenues	by	geographic	area	based	on	the	sales	location	of	our	products	(in	millions):
	
			
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
United	States
	
$
40,553
	
	
$
23,973
	
	
$
15,207
	
China
	
	
18,145
	
	
	
13,844
	
	
	
6,662
	
Other
	
	
22,764
	
	
	
16,006
	
	
	
9,667
	
Total
	
$
81,462
	
	
$
53,823
	
	
$
31,536
	
The	following	table	presents	long-lived	assets	by	geographic	area	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
United	States
	
$
21,667
	
	
$
19,026
	
Germany
	
	
3,547
	
	
	
2,606
	
China
	
	
2,978
	
	
	
2,415
	
Other	international
	
	
845
	
	
	
602
	
Total
	
$
29,037


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The	following	table	presents	inventory	by	reportable	segment	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Automotive
	
$
10,996
	
	
$
4,978
	
Energy	generation	and	storage
	
	
1,843
	
	
	
779
	
Total
	
$
12,839
	
	
$
5,757
	
	
Note	19	–	Restructuring	and	Other
During	the	years	ended	December	31,	2022	and	2021
,	we	
recorded
	$
204
	million	and	$
101
	million,	respectively,	of	impairment	losses	on	digital
	
assets.	During	the	
years	ended	December	31,	2022	and	2021
,	we	also	realized	gains	of	$
64
	million	and	$
128
	million,	respectively,	in	connection	with
	
converting	our	holdings	of	digital	assets	into	fiat	currency.	Additionally,	we	recorded	other	expenses	of	$
36
	million	in	the	second	quarter	during	the
	
year	ended	December	31,	2022
.
	
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ITEM	9.	
CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE
None.
ITEM	9A.	
CONTROLS	AND	PROCEDURES
Evaluation	of	Disclosure	Controls	and	Procedures
Our	management,	with	the	participation	of	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer,	evaluated	the	effectiveness	of	our
	
disclosure	controls	and	procedures	pursuant	to	Rule	13a-15	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	“Exchange	Act”).	In	designing
	
and	evaluating	the	disclosure	controls	and	procedures,	our	management	recognizes	that	any	controls	and	procedures,	no	matter	how	well	designed	and
	
operated,	can	provide	only	reasonable	assurance	of	achieving	the	desired	control	objectives.	In	addition,	the	design	of	disclosure	controls	and
	
procedures	must	reflect	the	fact	that	there	are	resource	constraints	and	that	our	management	is	required	to	apply	its	judgment	in	evaluating	the
	
benefits	of	possible	controls	and	procedures	relative	to	their	costs.
Based	on	this	evaluation,	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer	concluded	that,	as	of	December	31,	2022,	our	disclosure
	
controls	and	procedures	were	designed	at	a	reasonable	assurance	level	and	were	effective	to	provide	reasonable	assurance	that	the	information	we	are
	
required	to	disclose	in	reports	that	we	file	or	submit	under	the	Exchange	Act	is	recorded,	processed,	summarized	and	reported	within	the	time	periods
	
specified	in	the	SEC	rules	and	forms,	and	that	such	information	is	accumulated	and	communicated	to	our	management,	including	our	Chief	Executive


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Officer	and	our	Chief	Financial	Officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosures.
Management’s	Report	on	Internal	Control	over	Financial	Reporting
Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting.	Internal	control	over
	
financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	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	and	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that	in	reasonable	detail
	
accurately	and	fairly	reflect	the	transactions	and	dispositions	of	our	assets;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as
	
necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	our	receipts	and
	
expenditures	are	being	made	only	in	accordance	with	authorizations	of	our	management	and	directors	and	(3)	provide	reasonable	assurance	regarding
	
prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition	of	our	assets	that	could	have	a	material	effect	on	the	financial	statements.
Under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	we
	
conducted	an	evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	criteria	established	in	Internal	Control	–
	
Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(“COSO”).	Our	management


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concluded	that	our	internal	control	over	financial	reporting	was	effective	as	of	December	31,	2022.
Our	independent	registered	public	accounting	firm,	PricewaterhouseCoopers	LLP,	has	audited	the	effectiveness	of	our	internal	control	over
	
financial	reporting	as	of	December	31,	2022,	as	stated	in	their	report	which	is	included	herein.
Limitations	on	the	Effectiveness	of	Controls
Because	of	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements	and	projections	of	any
	
evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the
	
degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.
Changes	in	Internal	Control	over	Financial	Reporting
There	was	no	change	in	our	internal	control	over	financial	reporting	that	occurred	during	the	quarter	ended	December	31,	2022,	which	has
	
materially	affected,	or	is	reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.
ITEM	9B.	
OTHER	INFORMATION
None.
ITEM	9C.	
DISCLOSURE	REGARDING	FOREIGN	JURISDICTIONS	THAT	PREVENT	INSPECTIONS
Not	applicable.
90


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PART	III
ITEM	10.	
DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE
The	information	required	by	this	Item	10	of	Form	10-K	will	be	included	in	our	2023	Proxy	Statement	to	be	filed	with	the	Securities	and	Exchange
	
Commission	in	connection	with	the	solicitation	of	proxies	for	our	2023	Annual	Meeting	of	Stockholders	and	is	incorporated	herein	by	reference.	The
	
2023	Proxy	Statement	will	be	filed	with	the	Securities	and	Exchange	Commission	within	120	days	after	the	end	of	the	fiscal	year	to	which	this	report
	
relates.
ITEM	11.	
EXECUTIVE	COMPENSATION
The	information	required	by	this	Item	11	of	Form	10-K	will	be	included	in	our	2023	Proxy	Statement	and	is	incorporated	herein	by	reference.
ITEM	12.	
SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS
The	information	required	by	this	Item	12	of	Form	10-K	will	be	included	in	our	2023	Proxy	Statement	and	is	incorporated	herein	by	reference.
ITEM	13.	
CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS	AND	DIRECTOR	INDEPENDENCE
The	information	required	by	this	Item	13	of	Form	10-K	will	be	included	in	our	2023	Proxy	Statement	and	is	incorporated	herein	by	reference.
ITEM	14.	
PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES
The	information	required	by	this	Item	14	of	Form	10-K	will	be	included	in	our	2023	Proxy	Statement	and	is	incorporated	herein	by	reference.
91


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PART	IV
ITEM	15.	
EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES
1.	Financial	statements	(see	
Index	to	Consolidated	Financial	Statements
	in	Part	II,	Item	8	of	this	report)
2.	All	financial	statement	schedules	have	been	omitted	since	the	required	information	was	not	applicable	or	was	not	present	in	amounts	sufficient	to
	
require	submission	of	the	schedules,	or	because	the	information	required	is	included	in	the	consolidated	financial	statements	or	the
	
accompanying	notes
3.	The	exhibits	listed	in	the	following	
Index	to	Exhibits
	are	filed	or	incorporated	by	reference	as	part	of	this	report
	
	
	
92


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INDEX	TO	EXHIBITS
	
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.1
		
	
Amended	and	Restated	Certificate	of	Incorporation	of
	
the	Registrant.
		
	
10-K
		
	
001-34756
		
	
3.1
		
	
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.2
	
Certificate	of	Amendment	to	the	Amended	and
	
Restated	Certificate	of	Incorporation	of	the
	
Registrant.
	
10-K
	
001-34756
	
3.2
	
March	1,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.3
		
	
Amended	and	Restated	Bylaws	of	the	Registrant.
		
	
8-K
		
	
001-34756
		
	
3.2
		
	
February	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.1
		
	
Specimen	common	stock	certificate	of	the	Registrant.
		
	
10-K
		
	
001-34756
		
	
4.1
		
	
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.2
		
	
Fifth	Amended	and	Restated	Investors’	Rights


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string_value:
Agreement,	dated	as	of	August	31,	2009,	between
	
Registrant	and	certain	holders	of	the	Registrant’s
	
capital	stock	named	therein.
		
	
S-1
		
	
333-164593
		
	
4.2
		
	
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.3
		
	
Amendment	to	Fifth	Amended	and	Restated	Investors’
	
Rights	Agreement,	dated	as	of	May	20,	2010,	between
	
Registrant	and	certain	holders	of	the	Registrant’s
	
capital	stock	named	therein.
		
	
S-1/A
		
	
333-164593
		
	
4.2A
		
	
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.4
		
	
Amendment	to	Fifth	Amended	and	Restated	Investors’
	
Rights	Agreement	between	Registrant,	Toyota	Motor
	
Corporation	and	certain	holders	of	the	Registrant’s
	
capital	stock	named	therein.
		
	
S-1/A
		
	
333-164593
		
	
4.2B
		
	
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.5
		
	
Amendment	to	Fifth	Amended	and	Restated	Investor’s
	
Rights	Agreement,	dated	as	of	June	14,	2010,
	
between	Registrant	and	certain	holders	of	the
	
Registrant’s	capital	stock	named	therein.
		
	
S-1/A
		
	
333-164593


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string_value:
333-164593
		
	
4.2C
		
	
June	15,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.6
		
	
Amendment	to	Fifth	Amended	and	Restated	Investor’s
	
Rights	Agreement,	dated	as	of	November	2,	2010,
	
between	Registrant	and	certain	holders	of	the
	
Registrant’s	capital	stock	named	therein.
		
	
8-K
		
	
001-34756
		
	
4.1
		
	
November	4,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.7
		
	
Waiver	to	Fifth	Amended	and	Restated	Investor’s
	
Rights	Agreement,	dated	as	of	May	22,	2011,	between
	
Registrant	and	certain	holders	of	the	Registrant’s
	
capital	stock	named	therein.
		
	
S-1/A
		
	
333-174466
		
	
4.2E
		
	
June	2,	2011
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.8
		
	
Amendment	to	Fifth	Amended	and	Restated	Investor’s
	
Rights	Agreement,	dated	as	of	May	30,	2011,	between
	
Registrant	and	certain	holders	of	the	Registrant’s
	
capital	stock	named	therein.
		
	
8-K
		
	
001-34756
		
	
4.1
		
	
June	1,	2011
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.9


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string_value:
4.9
		
	
Sixth	Amendment	to	Fifth	Amended	and	Restated
	
Investors’	Rights	Agreement,	dated	as	of	May	15,
	
2013	among	the	Registrant,	the	Elon	Musk	Revocable
	
Trust	dated	July	22,	2003	and	certain	other	holders	of
	
the	capital	stock	of	the	Registrant	named	therein.
		
	
8-K
		
	
001-34756
		
	
4.1
		
	
May	20,	2013
		
	
	
	
93


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string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.10
		
	
Waiver	to	Fifth	Amended	and	Restated	Investor’s
	
Rights	Agreement,	dated	as	of	May	14,	2013,	between
	
the	Registrant	and	certain	holders	of	the	capital	stock
	
of	the	Registrant	named	therein.
		
	
8-K
		
	
001-34756
		
	
4.2
		
	
May	20,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.11
		
	
Waiver	to	Fifth	Amended	and	Restated	Investor’s
	
Rights	Agreement,	dated	as	of	August	13,	2015,
	
between	the	Registrant	and	certain	holders	of	the
	
capital	stock	of	the	Registrant	named	therein.
		
	
8-K
		
	
001-34756
		
	
4.1
		
	
August	19,	2015
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.12
		
	
Waiver	to	Fifth	Amended	and	Restated	Investors’
	
Rights	Agreement,	dated	as	of	May	18,	2016,	between
	
the	Registrant	and	certain	holders	of	the	capital	stock
	
of	the	Registrant	named	therein.
		
	
8-K
		
	
001-34756
		
	
4.1
		
	
May	24,	2016


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string_value:
May	24,	2016
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.13
	
Waiver	to	Fifth	Amended	and	Restated	Investors’
	
Rights	Agreement,	dated	as	of	March	15,	2017,
	
between	the	Registrant	and	certain	holders	of	the
	
capital	stock	of	the	Registrant	named	therein.
	
8-K
		
	
001-34756
		
	
4.1
		
	
March	17,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.14
	
Waiver	to	Fifth	Amended	and	Restated	Investors’
	
Rights	Agreement,	dated	as	of	May	1,	2019,	between
	
the	Registrant	and	certain	holders	of	the	capital	stock
	
of	the	Registrant	named	therein.
	
8-K
		
	
001-34756
		
	
4.1
		
	
May	3,	2019
		
	
	
				4.15
		
	
Indenture,	dated	as	of	May	22,	2013,	by	and	between
	
the	Registrant	and	U.S.	Bank	National	Association.
		
	
8-K
		
	
001-34756
		
	
4.1
		
	
May	22,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.16
	
Fourth	Supplemental	Indenture,	dated	as	of	March	22,
	
2017,	by	and	between	the	Registrant	and	U.S.	Bank
	
National	Association.
	
8-K
	
001-34756
	
4.2
	
March	22,	2017


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string_value:
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.17
	
Form	of	2.375%	Convertible	Senior	Note	Due	March
	
15,	2022	(included	in	Exhibit	4.18).
	
8-K
	
001-34756
	
4.2
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.18
	
Fifth	Supplemental	Indenture,	dated	as	of	May	7,
	
2019,	by	and	between	Registrant	and	U.S.	Bank
	
National	Association,	related	to	2.00%	Convertible
	
Senior	Notes	due	May	15,	2024.
	
8-K
	
001-34756
	
4.2
	
May	8,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.19
	
Form	of	2.00%	Convertible	Senior	Notes	due	May	15,
	
2024	(included	in	Exhibit	4.20).
	
8-K
	
001-34756
	
4.2
	
May	8,	2019
	
	
	
94


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string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.20
	
Indenture,	dated	as	of	October	15,	2014,	between
	
SolarCity	and	U.S.	Bank	National	Association,	as
	
trustee.
	
	
S-3ASR(1)
	
333-199321
	
4.1
	
October	15,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.21
	
Tenth	Supplemental	Indenture,	dated	as	of	March	9,
	
2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
	
2015/6-10.
	
8-K(1)
	
001-35758
	
4.3
	
March	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.22
	
Eleventh	Supplemental	Indenture,	dated	as	of	March
	
9,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
	
2015/7-15.
	
8-K(1)
	
001-35758
	
4.4
	
March	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.23
	
Fifteenth	Supplemental	Indenture,	dated	as	of	March


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string_value:
19,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C4-10.
	
8-K(1)
	
001-35758
	
4.5
	
March	19,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.24
	
Sixteenth	Supplemental	Indenture,	dated	as	of	March
	
19,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C5-15.
	
8-K(1)
	
001-35758
	
4.6
	
March	19,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.25
	
Twentieth	Supplemental	Indenture,	dated	as	of	March
	
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C9-10.
	
8-K(1)
	
001-35758
	
4.5
	
March	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.26
	
Twenty-First	Supplemental	Indenture,	dated	as	of
	
March	26,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
	
Series	2015/C10-15.
	
8-K(1)
	
001-35758
	
4.6
	
March	26,	2015


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string_value:
March	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.27
	
Twenty-Sixth	Supplemental	Indenture,	dated	as	of
	
April	2,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
	
Series	2015/C14-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	2,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.28
	
Thirtieth	Supplemental	Indenture,	dated	as	of	April	9,
	
2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C19-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.29
	
Thirty-First	Supplemental	Indenture,	dated	as	of	April
	
9,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C20-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.30
	
Thirty-Fifth	Supplemental	Indenture,	dated	as	of	April


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string_value:
14,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C24-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.31
	
Thirty-Sixth	Supplemental	Indenture,	dated	as	of	April
	
14,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C25-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	14,	2015
	
	
	
95


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string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.32
	
Thirty-Eighth	Supplemental	Indenture,	dated	as	of
	
April	21,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
	
Series	2015/C27-10.
	
8-K(1)
	
001-35758
	
4.3
	
April	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.33
	
Thirty-Ninth	Supplemental	Indenture,	dated	as	of
	
April	21,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
	
Series	2015/C28-15.
	
8-K(1)
	
001-35758
	
4.4
	
April	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.34
	
Forty-Third	Supplemental	Indenture,	dated	as	of	April
	
27,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C32-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	27,	2015


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string_value:
4.35
	
Forty-Fourth	Supplemental	Indenture,	dated	as	of
	
April	27,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
	
Series	2015/C33-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	27,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.36
	
Forty-Eighth	Supplemental	Indenture,	dated	as	of	May
	
1,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
	
2015/12-10.
	
8-K(1)
	
001-35758
	
4.5
	
May	1,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.37
	
Forty-Ninth	Supplemental	Indenture,	dated	as	of	May
	
1,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
	
2015/13-15.
	
8-K(1)
	
001-35758
	
4.6
	
May	1,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.38
	
Fifty-Second	Supplemental	Indenture,	dated	as	of	May
	
11,	2015,	by	and	between	SolarCity	and	the	Trustee,


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string_value:
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C36-10
.
	
8-K(1)
	
001-35758
	
4.4
	
May	11,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.39
	
Fifty-Third	Supplemental	Indenture,	dated	as	of	May
	
11,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C37-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	11,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.40
	
Fifty-Seventh	Supplemental	Indenture,	dated	as	of
	
May	18,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
	
Series	2015/C40-10.
	
8-K(1)
	
001-35758
	
4.4
	
May	18,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.41
	
Fifty-Eighth	Supplemental	Indenture,	dated	as	of	May
	
18,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C41-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	18,	2015


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string_value:
4.42
	
Sixty-First	Supplemental	Indenture,	dated	as	of	May
	
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C44-10.
	
8-K(1)
	
001-35758
	
4.4
	
May	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.43
	
Sixty-Second	Supplemental	Indenture,	dated	as	of
	
May	26,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
	
Series	2015/C45-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	26,	2015
	
	
	
96


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.44
	
Seventieth	Supplemental	Indenture,	dated	as	of	June
	
16,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C52-10.
	
8-K(1)
	
001-35758
	
4.4
	
June	16,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.45
	
Seventy-First	Supplemental	Indenture,	dated	as	of
	
June	16,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
	
Series	2015/C53-15.
	
8-K(1)
	
001-35758
	
4.5
	
June	16,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.46
	
Seventy-Fourth	Supplemental	Indenture,	dated	as	of
	
June	22,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
	
Series	2015/C56-10.
	
8-K(1)
	
001-35758
	
4.4
	
June	23,	2015


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string_value:
4.47
	
Seventy-Fifth	Supplemental	Indenture,	dated	as	of
	
June	22,	2015,	by	and	between	SolarCity	and	the
	
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
	
Series	2015/C57-15
.
	
8-K(1)
	
001-35758
	
4.5
	
June	23,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.48
	
Eightieth	Supplemental	Indenture,	dated	as	of	June
	
29,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C61-10.
	
8-K(1)
	
001-35758
	
4.5
	
June	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.49
	
Eighty-First	Supplemental	Indenture,	dated	as	of	June
	
29,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C62-15.
	
8-K(1)
	
001-35758
	
4.6
	
June	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.50
	
Ninetieth	Supplemental	Indenture,	dated	as	of	July	20,
	
2015,	by	and	between	SolarCity	and	the	Trustee,


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string_value:
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
	
2015/C71-10.
	
8-K(1)
	
001-35758
	
4.5
	
July	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.51
	
Ninety-First	Supplemental	Indenture,	dated	as	of	July
	
20,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
	
2015/C72-15.
	
8-K(1)
	
001-35758
	
4.6
	
July	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.52
	
Ninety-Fifth	Supplemental	Indenture,	dated	as	of	July
	
31,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
	
2015/20-10.
	
8-K(1)
	
001-35758
	
4.5
	
July	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.53
	
Ninety-Sixth	Supplemental	Indenture,	dated	as	of	July
	
31,	2015,	by	and	between	SolarCity	and	the	Trustee,
	
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
	
2015/21-15.
	
8-K(1)
	
001-35758
	
4.6
	
July	31,	2015


key: chroma:document
string_value:
4.54
	
One	Hundred-and-Fifth	Supplemental	Indenture,
	
dated	as	of	August	10,	2015,	by	and	between
	
SolarCity	and	the	Trustee,	related	to	SolarCity’s
	
4.70%	Solar	Bonds,	Series	2015/C81-10.
	
8-K(1)
	
001-35758
	
4.5
	
August	10,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.55
	
One	Hundred-and-Eleventh	Supplemental	Indenture,
	
dated	as	of	August	17,	2015,	by	and	between
	
SolarCity	and	the	Trustee,	related	to	SolarCity’s
	
5.45%	Solar	Bonds,	Series	2015/C87-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	17,	2015
	
	
	
97


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.56
	
One	Hundred-and-Sixteenth	Supplemental	Indenture,
	
dated	as	of	August	24,	2015,	by	and	between
	
SolarCity	and	the	Trustee,	related	to	SolarCity’s
	
5.45%	Solar	Bonds,	Series	2015/C92-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.57
	
One	Hundred-and-Twenty-First	Supplemental
	
Indenture,	dated	as	of	August	31,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C97-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.58
	
One	Hundred-and-Twenty-Eighth	Supplemental
	
Indenture,	dated	as	of	September	14,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C101-10.
	
8-K(1)
	
001-35758
	
4.5
	
September	15,
	
2015


key: chroma:document
string_value:
4.59
	
One	Hundred-and-Twenty-Ninth	Supplemental
	
Indenture,	dated	as	of	September	14,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C102-15.
	
8-K(1)
	
001-35758
	
4.6
	
September	15,
	
2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.60
	
One	Hundred-and-Thirty-Third	Supplemental
	
Indenture,	dated	as	of	September	28,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C106-10.
	
8-K(1)
	
001-35758
	
4.5
	
September	29,
	
2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.61
	
One	Hundred-and-Thirty-Fourth	Supplemental
	
Indenture,	dated	as	of	September	28,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C107-15.
	
8-K(1)
	
001-35758
	
4.6
	
September	29,
	
2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.62
	
One	Hundred-and-Thirty-Eighth	Supplemental


key: chroma:document
string_value:
One	Hundred-and-Thirty-Eighth	Supplemental
	
Indenture,	dated	as	of	October	13,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C111-10.
	
8-K(1)
	
001-35758
	
4.5
	
October	13,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.63
	
One	Hundred-and-Forty-Third	Supplemental
	
Indenture,	dated	as	of	October	30,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.00%	Solar	Bonds,	Series	2015/25-10.
	
8-K(1)
	
001-35758
	
4.5
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.64
	
One	Hundred-and-Forty-Fourth	Supplemental
	
Indenture,	dated	as	of	October	30,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.75%	Solar	Bonds,	Series	2015/26-15.
	
8-K(1)
	
001-35758
	
4.6
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.65
	
One	Hundred-and-Forty-Eighth	Supplemental
	
Indenture,	dated	as	of	November	4,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to


key: chroma:document
string_value:
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C116-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	4,	2015
	
	
	
98


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.66
	
One	Hundred-and-Fifty-Third	Supplemental	Indenture,
	
dated	as	of	November	16,	2015,	by	and	between
	
SolarCity	and	the	Trustee,	related	to	SolarCity’s
	
4.70%	Solar	Bonds,	Series	2015/C121-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.67
	
One	Hundred-and-Fifty-Fourth	Supplemental
	
Indenture,	dated	as	of	November	16,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C122-15.
	
8-K(1)
	
001-35758
	
4.6
	
November	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.68
	
One	Hundred-and-Fifty-Eighth	Supplemental
	
Indenture,	dated	as	of	November	30,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C126-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	30,	2015


key: chroma:document
string_value:
4.69
	
One	Hundred-and-Fifty-Ninth	Supplemental
	
Indenture,	dated	as	of	November	30,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C127-15.
	
8-K(1)
	
001-35758
	
4.6
	
November	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.70
	
One	Hundred-and-Sixty-Third	Supplemental
	
Indenture,	dated	as	of	December	14,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C131-10.
	
8-K(1)
	
001-35758
	
4.5
	
December	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.71
	
One	Hundred-and-Sixty-Fourth	Supplemental
	
Indenture,	dated	as	of	December	14,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C132-15.
	
8-K(1)
	
001-35758
	
4.6
	
December	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.72
	
One	Hundred-and-Sixty-Eighth	Supplemental


key: chroma:document
string_value:
One	Hundred-and-Sixty-Eighth	Supplemental
	
Indenture,	dated	as	of	December	28,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C136-10.
	
8-K(1)
	
001-35758
	
4.5
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.73
	
One	Hundred-and-Sixty-Ninth	Supplemental
	
Indenture,	dated	as	of	December	28,	2015,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C137-15.
	
8-K(1)
	
001-35758
	
4.6
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.74
	
One	Hundred-and-Seventy-Third	Supplemental
	
Indenture,	dated	as	of	January	29,	2016,	by	and
	
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.00%	Solar	Bonds,	Series	2016/4-10.
	
8-K(1)
	
001-35758
	
4.5
	
January	29,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.75
	
One	Hundred-and-Seventy-Fourth	Supplemental
	
Indenture,	dated	as	of	January	29,	2016,	by	and
	
between	SolarCity	and	the	Trustee,	related	to


key: chroma:document
string_value:
between	SolarCity	and	the	Trustee,	related	to
	
SolarCity’s	5.75%	Solar	Bonds,	Series	2016/5-15.
	
8-K(1)
	
001-35758
	
4.6
	
January	29,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.76
	
Description	of	Registrant’s	Securities
	
10-K
	
001-34756
	
4.119
	
February	13,	2020
	
	
	
99


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.1**
		
	
Form	of	Indemnification	Agreement	between	the
	
Registrant	and	its	directors	and	officers.
		
	
S-1/A
		
	
333-164593
		
	
10.1
		
	
June	15,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.2**
		
	
2003	Equity	Incentive	Plan.
		
	
S-1/A
		
	
333-164593
		
	
10.2
		
	
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.3**
		
	
Form	of	Stock	Option	Agreement	under	2003	Equity
	
Incentive	Plan.
		
	
S-1
		
	
333-164593
		
	
10.3
		
	
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.4**
		
	
Amended	and	Restated	2010	Equity	Incentive	Plan.
		
	
10-K
		
	
001-34756
		
	
10.4
	
February	23,	2018
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.5**


key: chroma:document
string_value:
10.5**
		
	
Form	of	Stock	Option	Agreement	under	2010	Equity
	
Incentive	Plan.
		
	
10-K
		
	
001-34756
		
	
10.6
		
	
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.6**
		
	
Form	of	Restricted	Stock	Unit	Award	Agreement
	
under	2010	Equity	Incentive	Plan.
		
	
10-K
		
	
001-34756
		
	
10.7
		
	
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.7**
		
	
Amended	and	Restated	2010	Employee	Stock
	
Purchase	Plan,	effective	as	of	February	1,	2017.
	
10-K
		
	
001-34756
		
	
10.8
		
	
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.8**
		
	
2019	Equity	Incentive	Plan.
		
	
S-8
		
	
333-232079
		
	
4.2
	
June	12,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.9**
		
	
Form	of	Stock	Option	Agreement	under	2019	Equity
	
Incentive	Plan.
		
	
S-8
		
	
333-232079
		
	
4.3
		
	
June	12,	2019


key: chroma:document
string_value:
10.10**
		
	
Form	of	Restricted	Stock	Unit	Award	Agreement
	
under	2019	Equity	Incentive	Plan.
		
	
S-8
		
	
333-232079
		
	
4.4
		
	
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.11**
		
	
Employee	Stock	Purchase	Plan,	effective	as	of	June
	
12,	2019.
		
	
S-8
		
	
333-232079
		
	
4.5
		
	
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.12**
	
2007	SolarCity	Stock	Plan	and	form	of	agreements
	
used	thereunder.
	
S-1(1)
	
333-184317
	
10.2
	
October	5,	2012
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.13**
	
2012	SolarCity	Equity	Incentive	Plan	and	form	of
	
agreements	used	thereunder.
	
S-1(1)
	
333-184317
	
10.3
	
October	5,	2012
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.14**
	
2010	Zep	Solar,	Inc.	Equity	Incentive	Plan	and	form	of
	
agreements	used	thereunder.
	
S-8(1)
	
333-192996
	
4.5


key: chroma:document
string_value:
333-192996
	
4.5
	
December	20,	2013
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.15**
		
	
Offer	Letter	between	the	Registrant	and	Elon	Musk
	
dated	October	13,	2008.
		
	
S-1
		
	
333-164593
		
	
10.9
		
	
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.16**
	
Performance	Stock	Option	Agreement	between	the
	
Registrant	and	Elon	Musk	dated	January	21,	2018.
	
DEF	14A
	
001-34756
	
Appendix	A
	
February	8,	2018
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.17**
	
Maxwell	Technologies,	Inc.	2005	Omnibus	Equity
	
Incentive	Plan,	as	amended	through	May	6,	2010
	
8-K(2)
	
001-15477
	
10.1
	
May	10,	2010
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.18**
	
Maxwell	Technologies,	Inc.	2013	Omnibus	Equity
	
Incentive	Plan
	
DEF	14A(2)
	
001-15477
	
Appendix	A
	
June	2,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.19
	
Indemnification	Agreement,	effective	as	of	June	23,


key: chroma:document
string_value:
2020,	between	Registrant	and	Elon	R.	Musk.
	
10-Q
	
001-34756
	
10.4
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.20
	
Indemnification	Agreement,	dated	as	of	February	27,
	
2014,	by	and	between	the	Registrant	and	J.P.	Morgan
	
Securities	LLC.
	
8-K
	
001-34756
	
10.1
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.21
	
Form	of	Call	Option	Confirmation	relating	to	1.25%
	
Convertible	Senior	Notes	Due	March	1,	2021.
	
8-K
	
001-34756
	
10.3
	
March	5,	2014
	
	
	
100


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.22
	
Form	of	Warrant	Confirmation	relating	to	1.25%
	
Convertible	Senior	Notes	Due	March	1,	2021.
	
8-K
	
001-34756
	
10.5
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.23
	
Form	of	Call	Option	Confirmation	relating	to	2.00%
	
Convertible	Senior	Notes	due	May	15,	2024
.
	
8-K
	
001-34756
	
10.1
	
May	3,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.24
	
Form	of	Warrant	Confirmation	relating	to	2.00%
	
Convertible	Senior	Notes	due	May	15,	2024.
	
8-K
	
001-34756
	
10.2
	
May	3,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.25​
		
	
Supply	Agreement	between	Panasonic	Corporation
	
and	the	Registrant	dated	October	5,	2011.
		
	
10-K
		
	
001-34756
		
	
10.50
		
	
February	27,	2012


key: chroma:document
string_value:
10.26​
		
	
Amendment	No.	1	to	Supply	Agreement	between
	
Panasonic	Corporation	and	the	Registrant	dated
	
October	29,	2013.
		
	
10-K
		
	
001-34756
		
	
10.35A
		
	
February	26,	2014
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.27
	
Agreement	between	Panasonic	Corporation	and	the
	
Registrant	dated	July	31,	2014.
	
10-Q
	
001-34756
	
10.1
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.28​
	
General	Terms	and	Conditions	between	Panasonic
	
Corporation	and	the	Registrant	dated	October	1,
	
2014.
	
8-K
	
001-34756
	
10.2
	
October	11,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.29
	
Letter	Agreement,	dated	as	of	February	24,	2015,
	
regarding	addition	of	co-party	to	General	Terms	and
	
Conditions,	Production	Pricing	Agreement	and
	
Investment	Letter	Agreement	between	Panasonic
	
Corporation	and	the	Registrant.
	
10-K
	
001-34756
	
10.25A
	
February	24,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.30​
	
Amendment	to	Gigafactory	General	Terms,	dated


key: chroma:document
string_value:
March	1,	2016,	by	and	among	the	Registrant,
	
Panasonic	Corporation	and	Panasonic	Energy
	
Corporation	of	North	America.
	
8-K
	
001-34756
	
10.1
	
October	11,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.31​​
	
Amended	and	Restated	General	Terms	and	Conditions
	
for	Gigafactory,	entered	into	on	June	10,	2020,	by	and
	
among	Registrant,	Tesla	Motors	Netherlands	B.V.,
	
Panasonic	Corporation	and	Panasonic	Corporation	of
	
North	America
.
	
	
10-Q
	
001-34756
	
10.2
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.32​
	
Production	Pricing	Agreement	between	Panasonic
	
Corporation	and	the	Registrant	dated	October	1,
	
2014.
	
	
10-Q
	
001-34756
	
10.3
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.33​
	
Investment	Letter	Agreement	between	Panasonic
	
Corporation	and	the	Registrant	dated	October	1,
	
2014.
	
10-Q
	
001-34756
	
10.4
	
November	7,	2014
	
	
	
101


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.34
	
Amendment	to	Gigafactory	Documents,	dated	April	5,
	
2016,	by	and	among	the	Registrant,	Panasonic
	
Corporation,	Panasonic	Corporation	of	North	America
	
and	Panasonic	Energy	Corporation	of	North	America.
	
10-Q
	
001-34756
	
10.2
	
May	10,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.35​​
	
2019	Pricing	Agreement	(Japan	Cells)	with	respect	to
	
2011	Supply	Agreement,	executed	September	20,
	
2019,	by	and	among	the	Registrant,	Tesla	Motors
	
Netherlands	B.V.,	Panasonic	Corporation	and	SANYO
	
Electric	Co.,	Ltd.
	
10-Q
	
001-34756
	
10.6
	
October	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.36​​
	
2020	Pricing	Agreement	(Gigafactory	2170	Cells),
	
entered	into	on	June	9,	2020,	by	and	among
	
Registrant,	Tesla	Motors	Netherlands	B.V.,	Panasonic
	
Corporation	and	Panasonic	Corporation	of	North
	
America
.
	
10-Q
	
001-34756
	
10.3
	
July	28,	2020


key: chroma:document
string_value:
10.37​​
	
2021	Pricing	Agreement	(Japan	Cells)	with	respect	to
	
2011	Supply	Agreement,	executed	December	29,
	
2020,	by	and	among	the	Registrant,	Tesla	Motors
	
Netherlands	B.V.,	Panasonic	Corporation	of	North
	
America	and	SANYO	Electric	Co.,	Ltd.
	
	10-K
		
	
	001-34756
		
	
	10.39
		
	
	February	8,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.38​​
	
Amended	and	Restated	Factory	Lease,	executed	as	of
	
March	26,	2019,	by	and	between	the	Registrant	and
	
Panasonic	Energy	North	America,	a	division	of
	
Panasonic	Corporation	of	North	America,	as	tenant.
	
10-Q
	
001-34756
	
10.3
	
July	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.39​​
	
Lease	Amendment,	executed	September	20,	2019,	by
	
and	among	the	Registrant,	Panasonic	Corporation	of
	
North	America,	on	behalf	of	its	division	Panasonic
	
Energy	of	North	America,	with	respect	to	the
	
Amended	and	Restated	Factory	Lease,	executed	as	of
	
March	26,	2019.
	
10-Q
	
001-34756
	
10.7
	
October	29,	2019


key: chroma:document
string_value:
10.40​​
	
Second	Lease	Amendment,	entered	into	on	June	9,
	
2020,	by	and	between	the	Registrant	and	Panasonic
	
Energy	of	North	America,	a	division	of	Panasonic
	
Corporation	of	North	America,	with	respect	to	the
	
Amended	and	Restated	Factory	Lease	dated	January
	
1,	2017
.
	
10-Q
	
001-34756
	
10.1
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.41
	
Amendment	and	Restatement	in	respect	of	ABL	Credit
	
Agreement,	dated	as	of	March	6,	2019,	by	and	among
	
certain	of	the	Registrant’s	and	Tesla	Motors
	
Netherlands	B.V.’s	direct	or	indirect	subsidiaries	from
	
time	to	time	party	thereto,	as	borrowers,	Wells	Fargo
	
Bank,	National	Association,	as	documentation	agent,
	
JPMorgan	Chase	Bank,	N.A.,	Goldman	Sachs	Bank
	
USA,	Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of
	
America,	N.A.,	as	syndication	agents,	the	lenders	from
	
time	to	time	party	thereto,	and	Deutsche	Bank	AG
	
New	York	Branch,	as	administrative	agent	and
	
collateral	agent.
	
S-4/A
	
333-229749
		
	
10.68
		
	
April	3,	2019
		
		
	
	
	
102


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.42
	
First	Amendment	to	Amended	and	Restated	ABL
	
Credit	Agreement,	dated	as	of	December	23,	2020,	in
	
respect	of	the	Amended	and	Restated	ABL	Credit
	
Agreement,	dated	as	of	March	6,	2019,	by	and	among
	
certain	of	the	Registrant’s	and	Tesla	Motors
	
Netherlands	B.V.’s	direct	or	indirect	subsidiaries	from
	
time	to	time	party	thereto,	as	borrowers,	Wells	Fargo
	
Bank,	National	Association,	as	documentation	agent,
	
JPMorgan	Chase	Bank,	N.A.,	Goldman	Sachs	Bank
	
USA,	Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of
	
America,	N.A.,	as	syndication	agents,	the	lenders	from
	
time	to	time	party	thereto,	and	Deutsche	Bank	AG
	
New	York	Branch,	as	administrative	agent	and
	
collateral	agent.
	
	10-K
		
	
	001-34756
		
	
	10.44
		
	
	February	8,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.43​
	
	
Agreement	for	Tax	Abatement	and	Incentives,	dated
	
as	of	May	7,	2015,	by	and	between	Tesla	Motors,	Inc.
	
and	the	State	of	Nevada,	acting	by	and	through	the


key: chroma:document
string_value:
Nevada	Governor’s	Office	of	Economic	Development.
	
10-Q
	
001-34756
	
10.1
	
August	7,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.44
	
Purchase	Agreement,	dated	as	of	August	11,	2017,	by
	
and	among	the	Registrant,	SolarCity	and	Goldman
	
Sachs	&	Co.	LLC	and	Morgan	Stanley	&	Co.	LLC	as
	
representatives	of	the	several	initial	purchasers
	
named	therein.
	
8-K
	
001-34756
	
10.1
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.45
	
Amended	and	Restated	Agreement	For	Research	&
	
Development	Alliance	on	Triex	Module	Technology,
	
effective	as	of	September	2,	2014,	by	and	between
	
The	Research	Foundation	For	The	State	University	of
	
New	York,	on	behalf	of	the	College	of	Nanoscale
	
Science	and	Engineering	of	the	State	University	of
	
New	York,	and	Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16
	
November	6,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.46
	
First	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	October	31,
	
2014,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the


key: chroma:document
string_value:
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	Inc.
	
10-K(1)
	
001-35758
	
10.16a
	
February	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.47
	
Second	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	December
	
15,	2014,	by	and	between	The	Research	Foundation
	
For	The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	Inc.
	
10-K(1)
	
001-35758
	
10.16b
	
February	24,	2015
	
	
	
103


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.48
	
Third	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	February	12,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16c
	
May	6,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.49
	
Fourth	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	March	30,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16d
	
May	6,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.50
	
Fifth	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on


key: chroma:document
string_value:
Triex	Module	Technology,	effective	as	of	June	30,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	LLC.
	
10-Q(1)
	
001-35758
	
10.16e
	
July	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.51
	
Sixth	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	September	1,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	LLC.
	
10-Q(1)
	
001-35758
	
10.16f
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.52
	
Seventh	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	October	9,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	LLC
.
	
10-Q(1)
	
001-35758
	
10.16g
	
October	30,	2015


key: chroma:document
string_value:
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.53
	
Eighth	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	October	26,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	LLC.
	
10-Q(1)
	
001-35758
	
10.16h
	
October	30,	2015
	
	
	
104


key: chroma:document
string_value:
Exhibit
	
	
	
	
	
	
	
	
	
	
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.54
	
Ninth	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	December	9,
	
2015,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
College	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	LLC.
	
10-K(1)
	
001-35758
	
10.16i
	
February	10,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.55
	
Tenth	Amendment	to	Amended	and	Restated
	
Agreement	For	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	March	31,
	
2017,	by	and	between	The	Research	Foundation	For
	
The	State	University	of	New	York,	on	behalf	of	the
	
Colleges	of	Nanoscale	Science	and	Engineering	of	the
	
State	University	of	New	York,	and	Silevo,	LLC.
	
10-Q
		
	
001-34756
		
	
10.8
		
	
May	10,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.56
	
Eleventh	Amendment	to	Amended	and	Restated


key: chroma:document
string_value:
Eleventh	Amendment	to	Amended	and	Restated
	
Agreement	for	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	July	22,
	
2020,	among	the	Research	Foundation	for	the	State
	
University	of	New	York,	Silevo,	LLC	and	Tesla	Energy
	
Operations,	Inc
.
	
10-Q
	
001-34756
	
10.6
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.57
	
Twelfth	Amendment	to	Amended	and	Restated
	
Agreement	for	Research	&	Development	Alliance	on
	
Triex	Module	Technology,	effective	as	of	May	1,	2021,
	
among	the	Research	Foundation	for	the	State
	
University	of	New	York,	Silevo,	LLC	and	Tesla	Energy
	
Operations,	Inc
.
	
10-Q
	
001-34756
	
10.1
	
October	25,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.58​​
	
Grant	Contract	for	State-Owned	Construction	Land
	
Use	Right,	dated	as	of	October	17,	2018,	by	and
	
between	Shanghai	Planning	and	Land	Resource
	
Administration	Bureau,	as	grantor,	and	Tesla
	
(Shanghai)	Co.,	Ltd.,	as	grantee	(English	translation).
	
10-Q
	
001-34756
	
10.2
	
July	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.59
	
Credit	Agreement,	dated	as	of	January	20,	2023,


key: chroma:document
string_value:
among	Tesla,	Inc.,	the	Lenders	and	Issuing	Banks
	
from	time	to	time	party	thereto,	Citibank,	N.A.,	as
	
Administrative	Agent	and	Deutsche	Bank	Securities,
	
Inc.,	as	Syndication	Agent
	
—
	
—
	
—
	
—
	
					X
	
105


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		21.1
	
List	of	Subsidiaries	of	the	Registrant
	
—
	
—
	
—
	
—
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		23.1
		
	
Consent	of	PricewaterhouseCoopers	LLP,	Independent
	
Registered	Public	Accounting	Firm
		
	
—
		
		
	
—
		
		
	
—
		
		
	
—
		
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		31.1
		
	
Rule	13a-14(a)	/	15(d)-14(a)	Certification	of	Principal
	
Executive	Officer
		
	
—
		
		
	
—
		
		
	
—
		
		
	
—
		
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		31.2
		
	
Rule	13a-14(a)	/	15(d)-14(a)	Certification	of	Principal
	
Financial	Officer
		
	
—
		
		
	
—
		
		
	
—
		
		
	
—
		
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		32.1*
		
	
Section	1350	Certifications
		
	
—
		
	
—
		
	
—
		
	
—
		
	
X


key: chroma:document
string_value:
—
		
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.INS
		
	
Inline	XBRL	Instance	Document
		
	
	
—
		
	
	
—
		
	
	
—
		
	
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.SCH
		
	
Inline	XBRL	Taxonomy	Extension	Schema	Document
		
	
	
—
		
	
	
—
		
	
	
—
		
	
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.CAL
		
	
Inline	XBRL	Taxonomy	Extension	Calculation	Linkbase
	
Document.
		
	
	
—
		
	
	
—
		
	
	
—
		
	
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.DEF
		
	
Inline	XBRL	Taxonomy	Extension	Definition	Linkbase
	
Document
		
	
	
—
		
	
	
—
		
	
	
—
		
	
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.LAB
		
	
Inline	XBRL	Taxonomy	Extension	Label	Linkbase
	
Document
		
	
	
—
		
	
	
—
		
	
	
—
		
	
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.PRE
		
	
Inline	XBRL	Taxonomy	Extension	Presentation
	
Linkbase	Document


key: chroma:document
string_value:
Linkbase	Document
		
	
	
—
		
	
	
—
		
	
	
—
		
	
	
—
		
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
104
		
	
Cover	Page	Interactive	Data	File	(formatted	as	inline
	
XBRL	with	applicable	taxonomy	extension	information
	
contained	in	Exhibits	101)
		
	
		
		
	
	
		
	
		
		
	
		
		
	
	
	
*	Furnished	herewith
**	Indicates	a	management	contract	or	compensatory	plan	or	arrangement
​	Confidential	treatment	has	been	requested	for	portions	of	this	exhibit
​​	Portions	of	this	exhibit	have	been	redacted	in	compliance	with	Regulation	S-K	Item	601(b)(10).
(1)	Indicates	a	filing	of	SolarCity
(2)	Indicates	a	filing	of	Maxwell	Technologies,	Inc.
	
ITEM	16.	
SUMMARY
None.
106


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string_value:
SIGNATURES
Pursuant	to	the	requirements	of	Section	13	or	15(d)	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed
	
on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.
		
	
	
Tesla,	Inc.
	
	
	
Date:	January	30,	2023
	
/s/	Elon	Musk
	
	
Elon	Musk
	
	
Chief	Executive	Officer
	
	
(Principal	Executive	Officer)
	
Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the
	
registrant	and	in	the	capacities	and	on	the	dates	indicated.
		
Signature
		
	
Title
		
Date
	
	
	
	
	
/s/	Elon	Musk
		
	
Chief	Executive	Officer	and	Director	(Principal	Executive	Officer)
		
January	30,	2023
				Elon	Musk
	
	
	
	
	
	
	
	
	
/s/	Zachary	J.	Kirkhorn
		
	
Chief	Financial	Officer	(Principal	Financial	Officer)
		
January	30,	2023
				Zachary	J.	Kirkhorn
	
	
	
	
	
	
	
	
	
/s/	Vaibhav	Taneja
		
	
Chief	Accounting	Officer	(Principal	Accounting	Officer)
		
January	30,	2023
				Vaibhav	Taneja
		
	
		
		
		
	
	
	
	
	
/s/	Robyn	Denholm
		
	
Director
		
January	30,	2023
				Robyn	Denholm
		
	
		
		
		
	
	
	
	
	
/s/	Ira	Ehrenpreis


key: chroma:document
string_value:
/s/	Ira	Ehrenpreis
		
	
Director
		
January	30,	2023
				Ira	Ehrenpreis
		
	
		
		
		
	
	
	
	
	
/s/	Joseph	Gebbia
		
	
Director
		
January	30,	2023
				Joseph	Gebbia
		
	
		
		
		
	
	
	
	
	
/s/	Hiromichi	Mizuno
		
	
Director
		
January	30,	2023
				Hiromichi	Mizuno
		
	
		
		
		
	
	
	
	
	
/s/	James	Murdoch
		
	
Director
		
January	30,	2023
				James	Murdoch
		
	
		
		
		
	
	
	
	
	
/s/	Kimbal	Musk
		
	
Director
		
January	30,	2023
				Kimbal	Musk
		
	
		
		
		
	
	
	
	
	
/s/	Kathleen	Wilson-Thompson
		
	
Director
		
January	30,	2023
				Kathleen	Wilson-Thompson
		
	
		
		
		
	
107


key: chroma:document
string_value:
EX-10.59	
2	
tsla-ex10_59.htm	
EX-10.59
Exhibit	10.59
	
CREDIT	AGREEMENT,
dated	as	of
January	20,	2023,
among
TESLA,	INC.,
The	Lenders	and	Issuing	Banks	from	time	to	time	Party	Hereto,
CITIBANK,	N.A.,
as	Administrative	Agent
and
DEUTSCHE	BANK	SECURITIES	INC.,
	
as	Syndication	Agent
	
	
	
	
	
CITIBANK,	N.A.,	DEUTSCHE	BANK	SECURITIES	INC.,	CREDIT	AGRICOLE	CORPORATE	AND	INVESTMENT	BANK,	GOLDMAN
	
SACHS	LENDING	PARTNERS	LLC,	HSBC	SECURITIES	(USA)	INC.,	MORGAN	STANLEY	SENIOR	FUNDING,	INC.,	SOCIÉTÉ
	
GÉNÉRALE,	TD	SECURITIES	(USA)	LLC
and
	
WELLS	FARGO	SECURITIES,	LLC,
as	Joint	Lead	Arrangers	and	Joint	Bookrunners	and
CREDIT	AGRICOLE	CORPORATE	AND	INVESTMENT	BANK,	GOLDMAN	SACHS	BANK	USA,	HSBC	BANK	USA,	NATIONAL
	
ASSOCIATION,	MORGAN	STANLEY	SENIOR	FUNDING,	INC.,	SOCIÉTÉ	GÉNÉRALE,	THE	TORONTO-DOMINION	BANK,	NEW
	
YORK	BRANCH
	
and
WELLS	FARGO	BANK,	NATIONAL	ASSOCIATION,
as	Documentation	Agents


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string_value:
Table	of	Contents
		
		
		
		
Page
		
		
Article	I
	
Definitions
		
		
		
SECTION	1.01.
Defined	Terms
2
SECTION	1.02.
Classification	of	Loans	and	Borrowings
35
SECTION	1.03.
Terms	Generally
35
SECTION	1.04.
Accounting	Terms;	GAAP
36
SECTION	1.05.
Currency	Equivalents	Generally
36
SECTION	1.06.
Interest	Rates
36
SECTION	1.07.
Divisions
37
Article	II
	
The	Credits
		
		
		
SECTION	2.01.
Commitments
37
SECTION	2.02.
Loans	and	Borrowings
37
SECTION	2.03.
Requests	for	Borrowings
39
SECTION	2.04.
Letters	of	Credit.
40
SECTION	2.05.
Maturity	Date	Extension.
44
SECTION	2.06.
Funding	of	Borrowings
46
SECTION	2.07.
Interest	Elections
47
SECTION	2.08.
Termination	and	Reduction	of	Commitments
48
SECTION	2.09.
Repayment	of	Loans;	Evidence	of	Debt
48
SECTION	2.10.
Prepayment	of	Loans
49
SECTION	2.11.
Fees
49
SECTION	2.12.
Interest
50
SECTION	2.13.
Inability	to	Determine	Rates
51
SECTION	2.14.
Increased	Costs
52
SECTION	2.15.
Break	Funding	Payments
54
SECTION	2.16.
Taxes
54
SECTION	2.17.
Payments	Generally;	Pro	Rata	Treatment;	Sharing	of	Setoffs
						
57
SECTION	2.18.
Currency	Equivalents
58
SECTION	2.19.
Mitigation	Obligations;	Replacement	of	Lenders
58
SECTION	2.20.
Defaulting	Lenders
59
SECTION	2.21.
Benchmark	Replacement	Setting
62
SECTION	2.22.
Illegality
63
Article	III


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string_value:
Illegality
63
Article	III
	
Representations	and	Warranties
		
		
		
SECTION	3.01.
Organization;	Powers
64
SECTION	3.02.
Authorization;	Enforceability
64
SECTION	3.03.
Governmental	Approvals;	No	Conflicts
64
ii


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SECTION	3.04.
Financial	Statements;	Financial	Condition;	No	Material	Adverse	Change
	
65
SECTION	3.05.
Litigation	and	Environmental	Matters
65
SECTION	3.06.
Compliance	with	Laws	and	Agreements
65
SECTION	3.07.
Investment	Company	Status
66
SECTION	3.08.
Taxes
66
SECTION	3.09.
ERISA
66
SECTION	3.10.
Disclosure
66
SECTION	3.11.
Federal	Regulations
66
SECTION	3.12.
Use	of	Proceeds
66
SECTION	3.13.
Anti-Corruption	Laws
67
SECTION	3.14.
Sanctions
67
SECTION	3.15.
Affected	Financial	Institutions
67
SECTION	3.16.
Plan	Assets;	Prohibited	Transactions
67
SECTION	3.17.
Employment	and	Labor	Relations
68
SECTION	3.18.
Intellectual	Property
68
Article	IV
	
Conditions
		
		
		
SECTION	4.01.
Effective	Date
68
SECTION	4.02.
Each	Credit	Event
70
Article	V
	
Affirmative	Covenants
		
		
		
SECTION	5.01.
Financial	Statements;	Other	Information
69
SECTION	5.02.
Notices	of	Material	Events
71
SECTION	5.03.
Existence;	Conduct	of	Business
72
SECTION	5.04.
Payment	of	Obligations
72
SECTION	5.05.
Maintenance	of	Properties;	Insurance
72
SECTION	5.06.
Books	and	Records;	Inspection	Rights
72
SECTION	5.07.
Compliance	with	Laws
73
SECTION	5.08.
Anti-Corruption	Laws	and	Sanctions
73
SECTION	5.09.
Further	Assurances.
73
SECTION	5.10.
ERISA
74
SECTION	5.11.
Use	of	Proceeds
75
Article	VI
Negative	Covenants
		
		
		
SECTION	6.01.
Minimum	Liquidity
74


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string_value:
SECTION	6.01.
Minimum	Liquidity
74
SECTION	6.02.
Liens
74
SECTION	6.03.
Fundamental	Changes
76
SECTION	6.04.
Clauses	Restricting	Subsidiary	Distributions
76
SECTION	6.05.
Lines	of	Business
77
SECTION	6.06.
Transactions	with	Affiliates
78
SECTION	6.07.
Use	of	Proceeds
78
SECTION	6.08.
Subsidiary	Indebtedness
78
iii


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Article	VII
	
Events	of	Default
		
		
		
SECTION	7.01.
Events	of	Default.
81
SECTION	7.02.
Application	of	Payments
84
Article	VIII
	
The	Administrative	Agent
		
		
		
SECTION	8.01.
Authorization	and	Action
85
SECTION	8.02.
Administrative	Agent
’
s	Reliance;	Limitation	of	Liability,	Etc
							
85
SECTION	8.03.
Successor	Administrative	Agent
86
SECTION	8.04.
Acknowledgements	of	Lenders	and	Issuing	Banks
86
SECTION	8.05.
Certain	ERISA	Matters
87
SECTION	8.06.
No	Fiduciary	Duty
88
SECTION	8.07.
Erroneous	Payments
88
Article	IX
	
Miscellaneous
		
		
		
SECTION	9.01.
Notices
91
SECTION	9.02.
Waivers;	Amendments
92
SECTION	9.03.
Expenses;	Indemnity;	Damage	Waiver
93
SECTION	9.04.
Successors	and	Assigns
95
SECTION	9.05.
Survival
99
SECTION	9.06.
Counterparts;	Integration;	Effectiveness
99
SECTION	9.07.
Severability
100
SECTION	9.08.
Right	of	Setoff
100
SECTION	9.09.
Governing	Law;	Jurisdiction;	Consent	to	Service	of	Process
							
100
SECTION	9.10.
WAIVER	OF	JURY	TRIAL
101
SECTION	9.11.
Headings
101
SECTION	9.12.
Confidentiality
101
SECTION	9.13.
USA	PATRIOT	Act;	Beneficial	Ownership	Regulation
	
102
SECTION	9.14.
Agreements	Respecting	Unrestricted	Subsidiaries
102
SECTION	9.15.
No	Fiduciary	Duty
103
SECTION	9.16.
Conversion	of	Currencies
103
SECTION	9.17.


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string_value:
Conversion	of	Currencies
103
SECTION	9.17.
Acknowledgement	and	Consent	to	Bail-In	of	Affected	Financial	Institutions,	Etc.
	
103
SECTION	9.18.
Acknowledgement	Regarding	Any	Supported	QFCs
104
SECTION	9.19.
Release	of	Guarantees.
104
SECTION	9.20.
Interest	Rate	Limitation
105
iv


key: chroma:document
string_value:
SCHEDULES
:
	
	
	
	
	
Schedule	1.01
	
Commitments;	Letter	of	Credit	Commitments
Schedule	6.02
	
Existing	Liens
Schedule	6.08
	
Existing	Restricted	Subsidiary	Indebtedness
	
	
	
	
	
	
EXHIBITS
:
	
	
	
	
	
Exhibit	A
	
Form	of	Assignment	and	Assumption
Exhibit	B
	
Form	of	Borrower	Compliance	Certificate
Exhibit	C
	
Form	of	Commitment	Increase	Supplement
Exhibit	D
	
	
Form	of	Augmenting	Lender	Supplement
Exhibit	E
	
Form	of	Borrowing	Request
Exhibit	F
	
Form	of	Interest	Election	Request
Exhibit	G
	
Form	of	Promissory	Note
Exhibit	H
	
Form	of	Officer’s	Certificate	for	Designation	of	an	Unrestricted	Subsidiary
Exhibit	I-1
	
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	I-2
	
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	I-3
	
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	I-4
	
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	J
	
Form	of	Guarantee	Agreement
	
	
v


key: chroma:document
string_value:
CREDIT	AGREEMENT,	dated	as	of	January	20,	2023,	among	TESLA,	INC.,	as	borrower,	the	LENDERS	and
	
ISSUING	BANKS	party	from	time	to	time	hereto,	CITIBANK,	N.A.,	as	Administrative	Agent,	DEUTSCHE	BANK	SECURITIES	INC.,
	
as	Syndication	Agent,	CITIBANK,	N.A.,	DEUTSCHE	BANK	SECURITIES	INC.,	CREDIT	AGRICOLE	CORPORATE	AND
	
INVESTMENT	BANK,	GOLDMAN	SACHS	LENDING	PARTNERS	LLC,	HSBC	SECURITIES	(USA)	INC.,	MORGAN	STANLEY
	
SENIOR	FUNDING,	INC.,	SOCIÉTÉ	GÉNÉRALE,	TD	SECURITIES	(USA)	LLC	and	WELLS	FARGO	SECURITIES,	LLC,	as	Joint	Lead
	
Arrangers	and	Joint	Bookrunners,	and	CREDIT	AGRICOLE	CORPORATE	AND	INVESTMENT	BANK,	GOLDMAN	SACHS	BANK
	
USA,	HSBC	BANK	USA,	NATIONAL	ASSOCIATION,	MORGAN	STANLEY	SENIOR	FUNDING,	INC.,	SOCIÉTÉ	GÉNÉRALE,	THE
	
TORONTO-DOMINION	BANK,	NEW	YORK	BRANCH	and	WELLS	FARGO	BANK,	NATIONAL	ASSOCIATION,	as	Documentation
	
Agents.
The	parties	hereto	agree	as	follows:
Article	I
Definitions
SECTION	1.01.		
Defined	Terms
.		As	used	in	this	Agreement,	the	following	terms	have	the	meanings	specified
	
below:
“
ABR
”,	when	used	in	reference	to	any	Loan	or	Borrowing	denominated	in	Dollars	refers	to	whether	such	Loan,	or


key: chroma:document
string_value:
the	Loans	comprising	such	Borrowing,	is	bearing	interest	at	a	rate	determined	by	reference	to	the	Alternate	Base	Rate.
“
Act
”	has	the	meaning	assigned	to	such	term	in	
Section	9.13
.
“
Additional	Lender
”	has	the	meaning	assigned	to	such	term	in	
Section	2.05(d)
.
“
Adjusted	EURIBOR	Rate
”	means,	as	to	any	Borrowing	denominated	in	any	Euros	for	any	Interest	Period,	an
	
interest	rate	per	annum	equal	to	(a)	the	EURIBOR	Rate	for	such	Interest	Period,	
divided
	by	(b)	one,	
minus
	the	Statutory	Reserve
	
Percentage.
“
Adjusted	Term	SOFR	Rate
”	means,	for	purposes	of	any	calculation,	the	rate	per	annum	equal	to	(a)	Term	SOFR
	
for	such	calculation,	
plus
	(b)	0.10%;	
provided
	that,	if	the	Adjusted	Term	SOFR	Rate	as	so	determined	shall	ever	be	less	than	the
	
Floor,	then	the	Adjusted	Term	SOFR	Rate	shall	be	deemed	to	be	the	Floor	for	purposes	of	this	Agreement.
“
Administrative	Agent
”	means	Citibank,	N.A.,	together	with	its	affiliates	acting	in	such	or	related	capacities,	as
	
the	administrative	agent	for	the	Lenders	under	this	Agreement,	together	with	any	of	its	successors	and	assigns.
“
Administrative	Questionnaire
”	means	an	Administrative	Questionnaire	in	a	form	supplied	by	or	otherwise
	
acceptable	to	the	Administrative	Agent.
“
Affected	Financial	Institution
”	means	(a)	any	EEA	Financial	Institution	or	(b)	any	UK	Financial	Institution.


key: chroma:document
string_value:
“
Affiliate
”	means,	with	respect	to	a	specified	Person,	another	Person	that	directly,	or	indirectly	through	one	or
	
more	intermediaries,	Controls	or	is	Controlled	by	or	is	under	common	Control	with	the	Person	specified.
“
Agreed	Currency
”	means	Dollars	and	each	Foreign	Currency.
“
Agreement
”	means	this	Credit	Agreement.
“
Agreement	Currency
”	has	the	meaning	assigned	to	such	term	in	
Section	9.16(b)
.
“
Alternate	Base	Rate
”	means,	for	any	day,	a	rate	per	annum	equal	to	the	greatest	of	(a)	the	Prime	Rate	in	effect
	
on	such	day,	(b)	the	NYFRB	Rate	in	effect	on	such	day,	
plus
	½	of	1%	and	(c)	the	Adjusted	Term	SOFR	Rate	for	a	one-month	tenor	in
	
effect	on	such	day,	
plus
	1%.		Any	change	in	the	Alternate	Base	Rate	due	to	a	change	in	the	Prime	Rate,	the	NYFRB	Rate	or	the
	
Adjusted	Term	SOFR	Rate	shall	be	effective	from	and	including	the	effective	date	of	such	change	in	the	Prime	Rate,	the	NYFRB
	
Rate	or	the	Adjusted	Term	SOFR	Rate,	respectively.		If	the	Alternate	Base	Rate	is	being	used	as	an	alternative	rate	of	interest
	
pursuant	to	
Section	2.21
	hereof,	then	the	Alternate	Base	Rate	shall	be	the	greater	of	
clauses	(a)
	and	
(b)
	above	and	shall	be
	
determined	without	reference	to	
clause	(c)
	above.		For	the	avoidance	of	doubt,	if	the	Alternate	Base	Rate	as	so	determined	would
	
be	less	than	the	Floor,	such	rate	shall	be	deemed	to	be	the	Floor	for	purposes	of	this	Agreement.
“


key: chroma:document
string_value:
“
Anti-Corruption	Laws
”	means	all	laws,	rules	and	regulations	of	any	jurisdiction	applicable	to	the	Borrower	or	its
	
Affiliates	from	time	to	time	concerning	or	relating	to	bribery	or	corruption,	including,	but	not	limited	to,	the	Foreign	Corrupt
	
Practices	Act	of	1977	and	the	United	Kingdom	Bribery	Act	2010,	each	as	amended,	and	the	rules	and	regulations	thereunder.
“
Anti-Money	Laundering	Laws
”	means	all	laws,	statutes,	regulations	or	obligatory	government	orders,	decrees,
	
ordinances	or	rules,	in	each	case,	applicable	to	the	Borrower	or	its	Affiliates	from	time	to	time	concerning	or	relating	to	terrorism
	
financing	or	money	laundering,	including,	but	not	limited	to,	any	applicable	provision	of	the	Act	and	The	Currency	and	Foreign
	
Transactions	Reporting	Act	(also	known	as	the	“Bank	Secrecy	Act,”	31	U.S.C.	§§	5311-5330	and	12	U.S.C.	§§	1818(s),	1820(b)	and
	
1951-1959).
“
Applicable	Creditor
”	has	the	meaning	assigned	to	such	term	in	
Section	9.16(b)
.
“
Applicable	Percentage
”	means,	with	respect	to	any	Lender,	the	percentage	of	the	total	Commitments
	
represented	by	such	Lender’s	Commitment;	
provided
	that	in	the	case	of	
Section	2.20
	when	a	Defaulting	Lender	shall	exist,
	
“Applicable	Percentage”	shall	mean	the	percentage	of	the	total	Commitments	(disregarding	any	Defaulting	Lender’s	Commitment)
	
represented	by	such	Lender’s	Commitment	under	the	Facility.		If	the	Commitments	have	terminated	or	expired,	the	Applicable


key: chroma:document
string_value:
Percentages	shall	be	determined	based	upon	the	Commitments	most	recently	in	effect,	giving	effect	to	any	assignments	and	to	any
	
Lender’s	status	as	a	Defaulting	Lender	at	the	time	of	determination.
“
Applicable	Rate
”	means,	for	any	day,	with	respect	to	any	Term	Benchmark	Loan,	SONIA	Loan	or	ABR	Loan,	or
	
with	respect	to	the	commitment	fees	payable	hereunder,	as	the	case	may	be,	the	applicable	rate	per	annum	set	forth	in	the	Pricing
	
Grid	under	the	caption	“Term	Benchmark	Spread/SONIA	Spread”,	“ABR	Spread”,	or	“Commitment	Fee	Rate”,	as	the	case	may	be,
	
based	upon	the	ratings	by	Moody’s	and	S&P,	respectively,	applicable	on	such	date	to	the	Index	Debt.
	
2


key: chroma:document
string_value:
“
Approved	Electronic	Platform
”	means	IntraLinks​,	DebtDomain,	SyndTrak,	ClearPar	or	any	other	electronic
	
platform	chosen	by	the	Administrative	Agent	to	be	its	electronic	transmission	system.
	
“
Approved	Fund
”	has	the	meaning	assigned	to	such	term	in	
Section	9.04(b)(ii)
.
“
Assignment	and	Assumption
”	means	an	assignment	and	assumption	entered	into	by	a	Lender	and	an	assignee
	
(with	the	consent	of	any	party	whose	consent	is	required	by	
Section	9.04
),	and	accepted	by	the	Administrative	Agent,	substantially
	
in	the	form	of	
Exhibit	A
	hereto	or	any	other	form	approved	by	the	Administrative	Agent.
“
Augmenting	Lender
”	has	the	meaning	assigned	to	such	term	in	
Section	2.02(e)
.
“
Authorized	Officer
”	means,	with	respect	to	(i)	delivering	a	Borrowing	Request,	an	Interest	Election	Request	and
	
similar	notices,	any	person	or	persons	that	has	or	have	been	authorized	by	the	board	of	directors	(or	equivalent	governing	body)	of
	
the	Borrower	to	deliver	such	notices	pursuant	to	this	Agreement	and	that	has	or	have	appropriate	signature	cards	or	certificates	of
	
incumbency	on	file	with	the	Administrative	Agent	or	the	applicable	Issuing	Bank,	(ii)	delivering	financial	information,	notices
	
pursuant	to	
Section	5.02
	and	officer’s	certificates	pursuant	to	this	Agreement,	the	chief	financial	officer,	the	vice	president	of
	
finance,	the	treasurer	(or	equivalent	officer	overseeing	the	Borrower’s	global	treasury	function)	or	the	principal	accounting	officer


key: chroma:document
string_value:
of	the	Borrower	and	(iii)	any	other	matter	in	connection	with	this	Agreement	or	any	other	Loan	Document,	any	officer	(or	a	person
	
or	persons	so	designated	by	any	two	officers)	of	the	applicable	Loan	Party.
	
“
Availability	Period
”	means	the	period	from	and	including	the	Effective	Date	to	but	excluding	the	earlier	of	(a)	the
	
Maturity	Date	and	(b)	the	date	of	termination	of	all	of	the	Commitments.
“
Available	Tenor
”	means,	as	of	any	date	of	determination	and	with	respect	to	the	then-current	Benchmark	for	any
	
Agreed	Currency,	as	applicable,	(x)	if	such	Benchmark	is	a	term	rate,	any	tenor	for	such	Benchmark	(or	component	thereof)	that	is
	
or	may	be	used	for	determining	the	length	of	an	Interest	Period	pursuant	to	this	Agreement	or	(y)	otherwise,	any	payment	period
	
for	interest	calculated	with	reference	to	such	Benchmark	(or	component	thereof)	that	is	or	may	be	used	for	determining	any
	
frequency	of	making	payments	of	interest	calculated	with	reference	to	such	Benchmark	pursuant	to	this	Agreement,	in	each	case,
	
as	of	such	date	and	not	including,	for	the	avoidance	of	doubt,	any	tenor	for	such	Benchmark	that	is	then-removed	from	the
	
definition	of	“Interest	Period”	pursuant	to	
Section	2.21(d)
.
“
Bail-In	Action
”	means	the	exercise	of	any	Write-Down	and	Conversion	Powers	by	the	applicable	Resolution
	
Authority	in	respect	of	any	liability	of	an	Affected	Financial	Institution.
“
Bail-In	Legislation
”	means,	(a)	with	respect	to	any	EEA	Member	Country	implementing	Article	55	of	Directive


key: chroma:document
string_value:
2014/59/EU	of	the	European	Parliament	and	of	the	Council	of	the	European	Union,	the	implementing	law,	regulation	rule	or
	
requirement	for	such	EEA	Member	Country	from	time	to	time	which	is	described	in	the	EU	Bail-In	Legislation	Schedule	and	(b)
	
with	respect	to	the	United	Kingdom,	Part	I	of	the	United	Kingdom	Banking	Act	2009	(as	amended	from	time	to	time)	and	any	other
	
law,	regulation	or	rule	applicable	in	the	United	Kingdom	relating	to	the	resolution	of	unsound	or	failing	banks,	investment	firms	or
	
other	financial	institutions	or	their	affiliates	(other	than	through	liquidation,	administration	or	other	insolvency	proceedings).
“
Basel	III
”	means,	collectively,	those	certain	agreements	on	capital	and	liquidity	standards	contained	in	“Basel	III:
	
A	Global	Regulatory	Framework	for	More	Resilient	Banks	and	Banking	Systems”,	“Basel	III:	International	Framework	for	Liquidity
	
Risk	Measurement,	Standards	and
	
3


key: chroma:document
string_value:
Monitoring”,	and	“Guidance	for	National	Authorities	Operating	the	Countercyclical	Capital	Buffer”,	each	as	published	by	the	Basel
	
Committee	on	Banking	Supervision	in	December	2010	(as	revised	from	time	to	time),	and	“Basel	III:	The	Liquidity	Coverage	Ratio
	
and	Liquidity	Risk	Monitoring	Tools”,	as	published	by	the	Basel	Committee	on	Banking	Supervision	in	January	2013	(as	revised
	
from	time	to	time).
“
Benchmark
”	means,	initially,	with	respect	to	any	Obligations,	interest,	fees,	commissions	or	other	amounts
	
denominated	in,	or	calculated	with	respect	to,	Dollars	or	a	Foreign	Currency,	the	applicable	Relevant	Rate;	
provided
	that,	if	a
	
Benchmark	Transition	Event	has	occurred	with	respect	to	such	Relevant	Rate	or	the	then-current	Benchmark	for	such	Agreed
	
Currency,	then	“Benchmark”	means,	with	respect	to	such	Obligations,	interest,	fees,	commissions	or	other	amounts,	the	applicable
	
Benchmark	Replacement	to	the	extent	that	such	Benchmark	Replacement	has	replaced	such	prior	benchmark	rate	pursuant	to
	
Section	2.21(a)
.
“
Benchmark	Replacement
”	means,	with	respect	to	any	Benchmark	Transition	Event	for	any	then-current
	
Benchmark,	the	sum	of:	(a)	the	alternate	benchmark	rate	that	has	been	selected	by	the	Administrative	Agent	and	the	Borrower	as
	
the	replacement	for	such	Benchmark	giving	due	consideration	to	(i)	any	selection	or	recommendation	of	a	replacement	benchmark
	
rate	or	the	mechanism	for	determining	such	a	rate	by	the	Relevant	Governmental	Body	or	(ii)	any	evolving	or	then-prevailing
	
market	convention	for	determining	a	benchmark	rate	as	a	replacement	for	such	Benchmark	for	syndicated	credit	facilities


key: chroma:document
string_value:
denominated	in	the	applicable	Agreed	Currency	at	such	time	and	(b)	the	related	Benchmark	Replacement	Adjustment,	if	any;
	
provided
	that,	if	such	Benchmark	Replacement	as	so	determined	would	be	less	than	the	Floor,	such	Benchmark	Replacement	will
	
be	deemed	to	be	the	Floor	for	the	purposes	of	this	Agreement	and	the	other	Loan	Documents.
“
Benchmark	Replacement	Adjustment
”	means,	with	respect	to	any	replacement	of	any	then-current	Benchmark
	
with	an	Unadjusted	Benchmark	Replacement,	the	spread	adjustment,	or	method	for	calculating	or	determining	such	spread
	
adjustment,	(which	may	be	a	positive	or	negative	value	or	zero)	that	has	been	selected	by	the	Administrative	Agent	and	the
	
Borrower	giving	due	consideration	to	(a)	any	selection	or	recommendation	of	a	spread	adjustment,	or	method	for	calculating	or
	
determining	such	spread	adjustment,	for	the	replacement	of	such	Benchmark	with	the	applicable	Unadjusted	Benchmark
	
Replacement	by	the	Relevant	Governmental	Body	or	(b)	any	evolving	or	then-prevailing	market	convention	for	determining	a	spread
	
adjustment,	or	method	for	calculating	or	determining	such	spread	adjustment,	for	the	replacement	of	such	Benchmark	with	the
	
applicable	Unadjusted	Benchmark	Replacement	for	syndicated	credit	facilities	denominated	in	the	applicable	Agreed	Currency	at
	
such	time.
“
Benchmark	Replacement	Date
”	means	the	earliest	to	occur	of	the	following	events	with	respect	to	the	then-
current	Benchmark	for	any	Agreed	Currency:
(a)
in	the	case	of	
clauses	(a)
	or	
(b)
	of	the	definition	of	“Benchmark	Transition	Event”,	the	later	of	(i)	the	date	of
	
the	public	statement	or	publication	of	information	referenced	therein	and	(ii)	the	date	on	which	the


key: chroma:document
string_value:
administrator	of	such	Benchmark	(or	the	published	component	used	in	the	calculation	thereof)	permanently
	
or	indefinitely	ceases	to	provide	all	Available	Tenors	of	such	Benchmark	(or	such	component	thereof);	or
(b)
in	the	case	of	
clause	(c)
	of	the	definition	of	“Benchmark	Transition	Event”,	the	first	date	on	which	such
	
Benchmark	(or	the	published	component	used	in	the	calculation	thereof)	has	been	determined	and	announced
	
by	the	regulatory	supervisor	for	the	administrator	of	such	Benchmark	(or	such	component	thereof)	to	be	non-
representative;	
provided
	that	such	non-representativeness	will	be	determined	by	reference	to	the	most	recent
	
statement	or	publication	referenced	in	such	
clause	(c)
	and	even	if	any	Available	Tenor	of	such	Benchmark	(or
	
such	component	thereof)	continues	to	be	provided	on	such	date.
4


key: chroma:document
string_value:
For	the	avoidance	of	doubt,	the	“Benchmark	Replacement	Date”	will	be	deemed	to	have	occurred	in	the	case	of	
clauses	(a)
	or	
(b)
	
with	respect	to	any	Benchmark	upon	the	occurrence	of	the	applicable	event	or	events	set	forth	therein	with	respect	to	all	then-
current	Available	Tenors	of	such	Benchmark	(or	the	published	component	used	in	the	calculation	thereof).
“
Benchmark	Transition	Event
”	means,	with	respect	to	the	then-current	Benchmark	for	any	Agreed	Currency,	the
	
occurrence	of	one	or	more	of	the	following	events	with	respect	to	such	Benchmark:
(a)
a	public	statement	or	publication	of	information	by	or	on	behalf	of	the	administrator	of	such	Benchmark	(or
	
the	published	component	used	in	the	calculation	thereof)	announcing	that	such	administrator	has	ceased	or
	
will	cease	to	provide	all	Available	Tenors	of	such	Benchmark	(or	such	component	thereof),	permanently	or
	
indefinitely;	
provided
	that	at	the	time	of	such	statement	or	publication,	there	is	no	successor	administrator
	
that	will	continue	to	provide	any	Available	Tenor	of	such	Benchmark	(or	such	component	thereof);
(b)
a	public	statement	or	publication	of	information	by	the	regulatory	supervisor	for	the	administrator	of	such
	
Benchmark	(or	the	published	component	used	in	the	calculation	thereof),	the	Federal	Reserve	Board,	the
	
Federal	Reserve	Bank	of	New	York,	the	central	bank	for	the	Agreed	Currency	applicable	to	such	Benchmark,
	
an	insolvency	official	with	jurisdiction	over	the	administrator	for	such	Benchmark	(or	such	component),	a
	
resolution	authority	with	jurisdiction	over	the	administrator	for	such	Benchmark	(or	such	component)	or	a
	
court	or	an	entity	with	similar	insolvency	or	resolution	authority	over	the	administrator	for	such	Benchmark


key: chroma:document
string_value:
(or	such	component),	which	states	that	the	administrator	of	such	Benchmark	(or	such	component)	has	ceased
	
or	will	cease	to	provide	all	Available	Tenors	of	such	Benchmark	(or	such	component	thereof)	permanently	or
	
indefinitely;	
provided
	that	at	the	time	of	such	statement	or	publication,	there	is	no	successor	administrator
	
that	will	continue	to	provide	any	Available	Tenor	of	such	Benchmark	(or	such	component	thereof);	or
(c)
a	public	statement	or	publication	of	information	by	the	regulatory	supervisor	for	the	administrator	of	such
	
Benchmark	(or	the	published	component	used	in	the	calculation	thereof)	announcing	that	all	Available	Tenors
	
of	such	Benchmark	(or	such	component	thereof)	are	not,	or	as	of	a	specified	future	date	will	not	be,
	
representative.
For	the	avoidance	of	doubt,	a	“Benchmark	Transition	Event”	will	be	deemed	to	have	occurred	with	respect	to	any	Benchmark	if	a
	
public	statement	or	publication	of	information	set	forth	above	has	occurred	with	respect	to	each	then-current	Available	Tenor	of
	
such	Benchmark	(or	the	published	component	used	in	the	calculation	thereof).
“
Benchmark	Transition	Start	Date
”	means,	with	respect	to	any	Benchmark,	in	the	case	of	a	Benchmark	Transition
	
Event,	the	earlier	of	(a)	the	applicable	Benchmark	Replacement	Date	and	(b)	if	such	Benchmark	Transition	Event	is	a	public
	
statement	or	publication	of	information	of	a	prospective	event,	the	90th	day	prior	to	the	expected	date	of	such	event	as	of	such
	
public	statement	or	publication	of	information	(or	if	the	expected	date	of	such	prospective	event	is	fewer	than	ninety	(90)	days	after
	
such	statement	or	publication,	the	date	of	such	statement	or	publication).
“
Benchmark	Unavailability	Period


key: chroma:document
string_value:
“
Benchmark	Unavailability	Period
”	means,	with	respect	to	any	then-current	Benchmark	for	any	Agreed	Currency,
	
the	period	(if	any)	(a)	beginning	at	the	time	that	a	Benchmark	Replacement	Date	with	respect	to	such	Benchmark	has	occurred	if,
	
at	such	time,	no	Benchmark	Replacement	has
	
5


key: chroma:document
string_value:
replaced	such	Benchmark	for	all	purposes	hereunder	and	under	any	Loan	Document	in	accordance	with	
Section	2.21
	and	(b)	ending
	
at	the	time	that	a	Benchmark	Replacement	has	replaced	such	Benchmark	for	all	purposes	hereunder	and	under	any	Loan	Document
	
in	accordance	with	
Section	2.21
.
“
Beneficial	Ownership	Certification
”	means	a	certification	regarding	beneficial	ownership	or	control	as	required
	
by	the	Beneficial	Ownership	Regulation.
“
Beneficial	Ownership	Regulation
”	means	31	C.F.R.	§	1010.230.
“
Benefit	Plan
”	means	any	of	(a)	an	“employee	benefit	plan”	(as	defined	in	Section	3(3)	of	ERISA)	that	is	subject	to
	
Title	I	of	ERISA,	(b)	a	“plan”	as	defined	in	Section	4975	of	the	Code	to	which	Section	4975	of	the	Code	applied	and	(c)	any	Person
	
whose	assets	include	(for	purposes	of	the	Plan	Asset	Regulations	or	otherwise	for	purposes	of	Title	I	of	ERISA	or	Section	4975	of
	
the	Code)	the	assets	of	any	such	“employee	benefit	plan”	or	“plan”.
“
BHC	Act	Affiliate
”	of	a	party	means	an	“affiliate”	(as	such	term	is	defined	under,	and	interpreted	in	accordance
	
with,	12	U.S.C.	1841(k))	of	such	party.
“
Board
”	means	the	Board	of	Governors	of	the	Federal	Reserve	System	of	the	United	States	of	America.
“
Borrower
”	means	Tesla,	Inc.,	a	Delaware	corporation.
“
Borrowing
”	means	Loans	of	the	same	Type,	denominated	in	the	same	currency,	made,	converted	or	continued	on


key: chroma:document
string_value:
the	same	date	and,	if	applicable,	as	to	which	a	single	Interest	Period	is	in	effect.
“
Borrowing	Request
”	means	a	request	by	the	Borrower	for	a	Borrowing	in	accordance	with	
Section	2.03
,	which
	
shall	be	substantially	in	the	form	of	
Exhibit	E
	hereto	or	any	other	form	approved	by	the	Administrative	Agent.
“
Business	Day
”	means	any	day	that	is	not	a	Saturday,	Sunday	or	other	day	on	which	commercial	banks	in	New
	
York	City,	New	York,	are	authorized	or	required	by	law	to	remain	closed;	
provided
	that	(i)	when	used	in	connection	with	Loans
	
denominated	in	Pounds	Sterling	and	the	calculation	or	computation	of	SONIA,	the	term	“Business	Day”	shall	mean	SONIA	Business
	
Day,	(ii)	when	used	in	connection	with	any	Loans	denominated	in	Euros,	the	term	“Business	Day”	shall	exclude	any	day	which	is	not
	
a	TARGET	Day	and	(iii)	when	used	in	connection	with	any	Term	Benchmark	Loans	denominated	in	Dollars,	such	day	shall	also	be	a
	
U.S.	Government	Securities	Business	Day.
“
Calculation	Date
”	means,	with	respect	to	any	Foreign	Currency,	the	last	day	of	each	calendar	month	(or,	if	such
	
day	is	not	a	Business	Day,	the	next	succeeding	Business	Day)	and	any	other	day	during	the	continuation	of	a	Default	that	the
	
Administrative	Agent	may	designate	as	a	“Calculation	Date”;	
provided
	that	the	date	of	issuance	of	any	Borrowing	Request	pursuant
	
to	
Section	2.03
	with	respect	to,	and	each	date	of	any	continuation	of,	any	Loan	denominated	in	a	Foreign	Currency,	shall	also	be	a


key: chroma:document
string_value:
“Calculation	Date”	with	respect	to	such	Foreign	Currency.
“
Capital	Lease	Obligations
”	of	any	Person	means	the	obligations	of	such	Person	to	pay	rent	or	other	amounts
	
under	any	lease	of	(or	other	arrangement	conveying	the	right	to	use)	real	or	tangible	personal	property,	or	a	combination	thereof,
	
which	obligations	are	required	to	be	classified	and	accounted	for	as	financing	leases	on	a	balance	sheet	of	such	Person	under
	
GAAP,	and	the	amount	of	such	obligations	shall	be	the	capitalized	amount	thereof	determined	in	accordance	with	GAAP;	
provided
	
that,	notwithstanding	anything	to	the	contrary	contained	in	
Section	1.04(a)
,	any	change	in	GAAP	after
	
6


key: chroma:document
string_value:
December	31,	2018	that	would	require	obligations	that	would	be	classified	and	accounted	for	as	operating	leases	under	GAAP	as
	
existing	on	December	31,	2018	to	be	classified	and	accounted	for	as	capital	leases	or	otherwise	reflected	on	the	consolidated
	
balance	sheet	of	the	Borrower	and	its	Subsidiaries,	such	obligations	shall	continue	to	be	treated	as	an	operating	leases	for	all
	
purposes	under	this	Agreement.
“
Captive	Insurance	Subsidiary
”	means	a	Subsidiary	established	by	the	Borrower	or	any	of	its	Subsidiaries	for	the
	
sole	purpose	of	insuring	the	business,	facilities,	employees,	officers	and/or	directors	of	the	Borrower	and	its	Subsidiaries.
“
CFC
”	means	a	“controlled	foreign	corporation”	within	the	meaning	of	Section	957(a)	of	the	Code.
“
CFC	Holdco
”	means	any	(i)	Domestic	Subsidiary	or	(ii)	Foreign	Subsidiary	that	is	a	“disregarded	entity”	for	U.S.
	
federal	income	tax	purposes,	in	each	case	that	owns	(directly	or	indirectly)	no	material	assets	other	than	cash	or	cash	accounts	and
	
equity	interests	(or	equity	interests	and	indebtedness),	each	as	determined	for	U.S.	federal	income	tax	purposes,	of	one	or	more	(a)
	
Foreign	Subsidiaries	that	are	CFCs	or	(b)	subsidiaries	that	themselves	are	CFC	Holdcos.
“
Change	in	Control
”	means	the	acquisition	of	ownership,	directly	or	indirectly,	beneficially	or	of	record,	by	any
	
Person	or	group	(within	the	meaning	of	the	Securities	Exchange	Act	of	1934	and	the	rules	of	the	Securities	and	Exchange


key: chroma:document
string_value:
Commission	thereunder	as	in	effect	on	the	date	hereof)	other	than	a	Permitted	Holder,	of	Equity	Interests	of	Borrower	representing
	
more	than	50%	of	the	aggregate	ordinary	voting	power	represented	by	the	issued	and	outstanding	Equity	Interests	of	the	Borrower.
“
Change	in	Law
”	means	(a)	the	adoption	of	any	law,	rule	or	regulation	after	the	date	of	this	Agreement,	(b)	any
	
change	in	any	law,	rule	or	regulation	or	in	the	interpretation	or	application	thereof	by	any	Governmental	Authority	after	the	date	of
	
this	Agreement	or	(c)	compliance	by	any	Lender	or	Issuing	Bank	(or,	for	purposes	of	
Section	2.14(b)
,	by	any	lending	office	of	such
	
Lender	or	by	such	Lender’s	or	Issuing	Bank’s	holding	company,	if	any)	with	any	request,	guideline	or	directive	(whether	or	not
	
having	the	force	of	law)	of	any	Governmental	Authority	made	or	issued	after	the	date	of	this	Agreement;	
provided
	that,
	
notwithstanding	anything	herein	to	the	contrary,	(i)	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	Protection	Act	and	all
	
requests,	rule,	guidelines,	requirements	and	directives	thereunder,	issued	in	connection	therewith	or	in	implementation	thereof	and
	
(ii)	all	requests,	rules,	guidelines,	requirements	and	directives	promulgated	by	the	Bank	for	International	Settlements,	the	Basel
	
Committee	on	Banking	Supervision	(or	any	successor	or	similar	authority)	or	the	United	States	or	foreign	regulatory	authorities,	in
	
each	case	pursuant	to	Basel	III,	shall	in	each	case	be	deemed	to	be	a	“Change	in	Law”,	regardless	of	the	date	enacted,	adopted,


key: chroma:document
string_value:
issued	or	implemented.
“
Charges
”	has	the	meaning	assigned	to	it	in	
Section	9.20
.
“
Charging	Agreements
”	means	(i)	electric	vehicle	charging	station	related	agreements,	including	lease	and
	
license	agreements	and	all	associated	real	property	and	other	rights	provided	in	the	applicable	agreement,	(ii)	agreements	and
	
other	rights	related	to	customer	accounts,	payments	and	data;	equipment	lease	agreements	entered	into	with	a	customer	pursuant
	
to	which	such	customer	agrees	to	lease	a	Charging	System,	and	all	rights	related	thereto	and	(iii)	agreements	to	provide	vehicle
	
charging	related	services	such	as	equipment	installation,	equipment	maintenance	or	customer	billing	service.
“
Charging	Assets
”	means	(i)	Charging	Systems,	(ii)	Charging	Agreements,	(iii)	Equity	Interests	in	Excluded
	
Charging	Subsidiaries	and	(iv)	Vehicle	Environmental	Attributes.
7


key: chroma:document
string_value:
“
Charging	Systems
”	means	all	parts	of	an	electric	vehicle	charging	station,	including	charge	posts,	charging
	
connectors,	power	electronics	equipment,	switchgear,	conduit,	wiring,	metering	equipment,	concrete	pads,	signage,	fences	or
	
visual	barriers,	mobile	charging	stations,	canopies,	solar	panels,	energy	storage	systems	and	other	related	equipment.
“
Code
”	means	the	Internal	Revenue	Code	of	1986,	as	amended.
“
Commitment
”	means,	with	respect	to	each	Lender,	the	commitment	of	such	Lender	to	make	Loans	and	to	acquire
	
participations	in	Letters	of	Credit	hereunder	as	set	forth	on	
Schedule	1.01
	as	its	“Commitment”,	or	in	the	Assignment	and
	
Assumption	pursuant	to	which	such	Lender	shall	have	assumed	its	Commitment,	or	in	the	documentation	pursuant	to	which	such
	
Lender	became	a	party	hereto	in	accordance	with	
Section	2.02(e)
,	as	applicable,	in	each	case	as	it	may	be	(a)	reduced	from	time	to
	
time	pursuant	to	
Section	2.08
,	(b)	reduced	or	increased	from	time	to	time	pursuant	to	assignments	by	or	to	such	Lender	pursuant	to
	
Section	9.04
	and	(c)	increased	from	time	to	time	pursuant	to	
Section	2.02(e)
.		The	initial	aggregate	amount	of	the	Lenders’
	
Commitments	as	of	the	Effective	Date	is	USD$5,000,000,000.
“
Conforming	Changes
”	means,	with	respect	to	either	the	use	or	administration	of	an	initial	Benchmark	or	the	use,
	
administration,	adoption	or	implementation	of	any	Benchmark	Replacement,	any	technical,	administrative	or	operational	changes


key: chroma:document
string_value:
(including	changes	to	the	definition	of	“ABR”	(if	applicable),	the	definition	of	“Business	Day,”	the	definition	of	“SONIA	Business
	
Day,”	the	definition	of	“U.S.	Government	Securities	Business	Day”,	the	definition	of	“Interest	Period”	or	any	similar	or	analogous
	
definition	(or	the	addition	of	a	concept	of	“interest	period”),	timing	and	frequency	of	determining	rates	and	making	payments	of
	
interest,	timing	of	borrowing	requests	or	prepayment,	conversion	or	continuation	notices,	the	applicability	and	length	of	lookback
	
periods,	the	applicability	of	
Section	2.15
	and	other	technical,	administrative	or	operational	matters)	that	the	Administrative	Agent
	
decides	may	be	appropriate	to	reflect	the	adoption	and	implementation	of	any	such	rate	or	to	permit	the	use	and	administration
	
thereof	by	the	Administrative	Agent	in	a	manner	substantially	consistent	with	market	practice	(or,	if	the	Administrative	Agent
	
decides	that	adoption	of	any	portion	of	such	market	practice	is	not	administratively	feasible	or	if	the	Administrative	Agent
	
determines	that	no	market	practice	for	the	administration	of	any	such	rate	exists,	in	such	other	manner	of	administration	as	the
	
Administrative	Agent	decides	is	reasonably	necessary	in	connection	with	the	administration	of	this	Agreement	and	the	other	Loan
	
Documents).
“
Consolidated	Liquidity
”	means,	as	of	any	date	of	determination,	the	sum	of	(a)	the	Total	Available	Commitments
	
at	such	date,	
plus
	(b)	total	cash	(other	than	restricted	cash),	cash	equivalents	and	Marketable	Securities	of	the	Borrower	and	its


key: chroma:document
string_value:
Domestic	Subsidiaries	that	are	Restricted	Subsidiaries	as	determined	by	the	Borrower	based	on	adjustments	to	the	amount	of	total
	
cash	(other	than	restricted	cash),	cash	equivalents	and	Marketable	Securities,	as	reported	in	the	Borrower’s	most	recent	Annual
	
Report	on	Form	10-K	or	Quarterly	Report	on	Form	10-Q,	as	applicable,	filed	with	SEC.
“
Consolidated	Net	Tangible	Assets
”	means	the	aggregate	amount	of	the	Borrower’s	and	the	Restricted
	
Subsidiaries’	consolidated	assets	(less	applicable	reserves	and	other	properly	deductible	items),	after	deducting	therefrom	(i)	all
	
current	liabilities	and	(ii)	all	goodwill,	trade	names,	trademarks,	patents,	unamortized	debt	discount	and	expense	and	other	like
	
intangibles	all	as	set	forth	on	the	Borrower’s	most	recent	audited	consolidated	balance	sheet	prepared	in	accordance	with	GAAP.
“
Consolidated	Subsidiaries
”	means,	as	of	any	date,	all	Subsidiaries	of	the	Borrower	to	the	extent	the	accounts	of
	
such	Person	are	consolidated	with	the	accounts	of	the	Borrower	as	of	such	date	in	accordance	with	the	principles	of	consolidation
	
reflected	in	the	audited	financial	statements	most	recently	delivered	in	accordance	with	this	Agreement.
8


key: chroma:document
string_value:
“
Consolidated	Total	Assets
”	means,	at	any	time	of	determination	thereof,	the	aggregate	amount	of	all	assets	of	the
	
Borrower	and	its	Consolidated	Subsidiaries	as	set	forth	in	the	most	recent	consolidated	balance	sheet	of	the	Borrower	and	its
	
Consolidated	Subsidiaries	delivered	to	the	Lenders	pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP.
“
Control
”	means	the	possession,	directly	or	indirectly,	of	the	power	to	direct	or	cause	the	direction	of	the
	
management	or	policies	of	a	Person,	whether	through	the	ability	to	exercise	voting	power,	by	contract	or	otherwise.		“
Controlled
”
	
has	a	meaning	correlative	thereto.
“
Covered	Entity
”	means	any	of	the	following:
(i)	a	“covered	entity”	as	that	term	is	defined	in,	and	interpreted	in	accordance	with,	12	C.F.R.	§	252.82(b);
(ii)	a	“covered	bank”	as	that	term	is	defined	in,	and	interpreted	in	accordance	with,	12	C.F.R.	§	47.3(b);	or
(iii)	a	“covered	FSI”	as	that	term	is	defined	in,	and	interpreted	in	accordance	with,	12	C.F.R.	§	382.2(b).
“
Covered	Party
”	has	the	meaning	assigned	to	it	in	
Section	9.18
.
	“
Credit	Exposure
”	means,	with	respect	to	any	Lender	at	any	time,	the	sum	of	such	Lender’s	Revolving	Credit
	
Exposure	and	its	LC	Exposure.
“
Customer	Lease	Agreement
”	means	a	lease	agreement	entered	into	with	a	customer,	pursuant	to	which	such
	
customer	agrees	to	lease	an	Energy	Storage	System.
“
Daily	Simple	SONIA


key: chroma:document
string_value:
“
Daily	Simple	SONIA
”	means,	for	any	day	(a	“
SONIA	Rate	Day
”),	a	rate	per	annum	equal	to,	for	any	Obligations,
	
interest,	fees,	commissions	or	other	amounts	denominated	in,	or	calculated	with	respect	to	Pounds	Sterling,	the	greater	of	(i)
	
SONIA	for	the	day	(such	day,	a	“
Sterling	Determination	Day
”)	that	is	five	(5)	SONIA	Business	Days	prior	to	(A)	if	such	SONIA	Rate
	
Day	is	a	SONIA	Business	Day,	such	SONIA	Rate	Day	or	(B)	if	such	SONIA	Rate	Day	is	not	a	SONIA	Business	Day,	the	SONIA
	
Business	Day	immediately	preceding	such	SONIA	Rate	Day,	in	each	case,	as	such	SONIA	is	published	by	the	SONIA	Administrator
	
on	the	SONIA	Administrator’s	Website;	
provided
	that,	if	by	5:00	p.m.	(London	time)	on	the	second	(2
nd
)	SONIA	Business	Day
	
immediately	following	any	Sterling	Determination	Day,	SONIA	in	respect	of	such	Sterling	Determination	Day	has	not	been
	
published	on	the	SONIA	Administrator’s	Website	and	a	Benchmark	Replacement	Date	with	respect	to	Daily	Simple	SONIA	has	not
	
occurred,	then	SONIA	for	such	Sterling	Determination	Day	will	be	SONIA	as	published	in	respect	of	the	first	(1
st
)	preceding	SONIA
	
Business	Day	for	which	such	SONIA	was	published	on	the	SONIA	Administrator’s	Website;	
provided
,	
further
,	that	SONIA	as
	
determined	pursuant	to	this	proviso	shall	be	utilized	for	purposes	of	calculation	of	Daily	Simple	SONIA	for	no	more	than	three


key: chroma:document
string_value:
consecutive	SONIA	Rate	Days	and	(ii)	the	Floor.	Any	change	in	Daily	Simple	SONIA	due	to	a	change	in	SONIA	shall	be	effective
	
from	and	including	the	effective	date	of	such	change	in	SONIA	without	notice	to	the	Borrower.
“
Default
”	means	any	event	or	condition	that	constitutes	an	Event	of	Default	or	that	upon	notice,	lapse	of	time	or
	
both	would,	unless	cured	or	waived,	become	an	Event	of	Default.
“
Default	Right
”	has	the	meaning	assigned	to	that	term	in,	and	shall	be	interpreted	in	accordance	with,	12	C.F.R.
	
§§	252.81,	47.2	or	382.1,	as	applicable.
9


key: chroma:document
string_value:
“
Defaulting	Lender
”	means	any	Lender	that	has	(a)	failed	to	fund	any	portion	of	its	Loans	or	participations	in
	
Letters	of	Credit	required	to	be	funded	by	it	hereunder	within	three	(3)	Business	Days	of	the	date	required	to	be	funded	by	it
	
hereunder	unless	such	Lender	notifies	the	Administrative	Agent	in	writing	that	such	failure	is	the	result	of	such	Lender’s	good	faith
	
determination	that	a	condition	precedent	to	funding	(specifically	identified	in	writing	and	with	supporting	facts)	has	not	been
	
satisfied,	(b)	notified	the	Borrower,	the	Administrative	Agent	or	any	Lender	in	writing,	or	has	made	a	public	statement	to	the	effect
	
that	it	does	not	intend	or	expect	to	comply	with	any	of	its	funding	obligations	under	this	Agreement	(unless	such	writing	or	public
	
statement	states	that	such	position	is	based	on	such	Lender’s	good	faith	determination	that	a	condition	precedent	to	funding	a	loan
	
under	this	Agreement	cannot	be	met)	or	generally	under	other	agreements	in	which	it	commits	to	extend	credit,	(c)	failed,	within
	
three	(3)	Business	Days	after	a	request	in	writing	by	the	Administrative	Agent,	any	Issuing	Bank	or	the	Borrower,	acting	in	good
	
faith,	to	provide	a	certification	in	writing	from	an	authorized	officer	of	such	Lender	that	it	will	comply	with	its	obligations	to	fund
	
prospective	Loans	and	participations	in	then	outstanding	Letters	of	Credit	under	this	Agreement:	
provided
	that	such	Lender	shall
	
cease	to	be	Defaulting	Lender	pursuant	to	this	
clause	(c)
	upon	the	Administrative	Agent’s,	such	Issuing	Bank’s	or	Borrower’s


key: chroma:document
string_value:
receipt	of	such	certification,	(d)	has
	
become	the	subject	of	a	bankruptcy	or	insolvency	proceeding,	or	has	had	a	receiver,
	
conservator,	trustee,	administrator,	assignee	for	the	benefit	of	creditors	or	similar	Person	charged	with	reorganization	or
	
liquidation	of	its	business	or	assets	(including	the	Federal	Deposit	Insurance	Corporation	or	any	other	state	or	federal	regulatory
	
authority	acting	in	such	a	capacity)	or	custodian	appointed	for	it,	or	has	taken	any	action	in	furtherance	of,	or	indicating	its	consent
	
to,	approval	of	or	acquiescence	in	any	such	proceeding	or	appointment	or	has	a	parent	company	that	has	become	the	subject	of	a
	
bankruptcy	or	insolvency	proceeding,	or	has	had	a	receiver,	conservator,	trustee,	administrator,	assignee	for	the	benefit	of
	
creditors	or	similar	Person	charged	with	reorganization	or	liquidation	of	its	business	or	assets	(including	the	Federal	Deposit
	
Insurance	Corporation	or	any	other	state	or	federal	regulatory	authority	acting	in	such	a	capacity),	or	custodian	appointed	for	it,	or
	
has	taken	any	action	in	furtherance	of,	or	indicating	its	consent	to,	approval	of	or	acquiescence	in	any	such	proceeding	or
	
appointment,	(e)	has,	or	has	a	direct	or	indirect	parent	company	that	has,	become	the	subject	of	a	Bail-In	Action;	
provided
	that	a
	
Lender	shall	not	be	a	Defaulting	Lender	solely	by	virtue	of	the	ownership	or	acquisition	of	any	Equity	Interest	in	such	Lender	or	a
	
parent	company	thereof	by	a	Governmental	Authority	or	an	instrumentality	thereof;	
provided
,	
further
,	that	such	ownership	or


key: chroma:document
string_value:
,	
further
,	that	such	ownership	or
	
interest	by	a	Governmental	Authority	does	not	result	in	or	provide	such	Lender	or	a	parent	company	thereof	with	immunity	from
	
the	jurisdiction	of	courts	within	the	United	States	or	from	the	enforcement	of	judgments	or	writs	of	attachment	on	its	assets	or
	
permit	such	Governmental	Authority	to	reject,	repudiate,	disavow	or	disaffirm	any	contracts	or	agreements	made	by	such	Lender	or
	
a	parent	company	thereof	or	(f)	otherwise	failed	to	pay	over	to	the	Administrative	Agent	or	any	other	Lender	any	other	amount
	
required	to	be	paid	by	it	hereunder	within	three	(3)	Business	Days	of	the	date	when	due,	unless	such	requirement	to	pay	is	the
	
subject	of	a	good	faith	dispute.	Any	determination	by	the	Administrative	Agent	that	a	Lender	is	a	Defaulting	Lender	under	any	one
	
or	more	of	
clauses	(a)
	through	
(f)
	above	shall	be	conclusive	and	binding	absent	manifest	error.
“
Disclosed	Matters
”	means	the	actions,	suits	and	proceedings	and,	to	the	extent	disclosed	pursuant	to	Item	103	of
	
Regulation	S-K,	the	environmental	proceedings,	disclosed	in	(a)	the	Borrower’s	Annual	Report	on	Form	10-K	for	the	year	ended
	
December	31,	2021,	(b)	all	other	Quarterly	Reports	on	Form	10-Q	and	Current	Reports	on	Form	8-K	and,	in	each	case,	filed	by	the
	
Borrower	with	the	SEC	since	January	1,	2022	and	prior	to	the	Effective	Date	which	have	been	posted	on	the	website	of	the	SEC	at


key: chroma:document
string_value:
www.sec.gov	and	(c)	any	other	information	generally	made	available	by	the	Borrower	to	the	public	through	the	issuance	of	a	press
	
release	or	posting	to	the	Borrower’s	website	since	the	Borrower’s	most	recent	Quarterly	Report	on	Form	10-Q	filed	by	the	Borrower
	
with	the	SEC.
10


key: chroma:document
string_value:
“
Discretionary	Guarantor
”	means	any	Domestic	Subsidiary	that	is	a	Restricted	Subsidiary	that	the	Borrower,	in	its
	
sole	discretion	elects	to	cause	to	be	a	Guarantor	by	providing	a	Guarantee	in	respect	of	the	Obligations.
“
Disqualified	Institution
”	means,	on	any	date,	(a)	any	Person	designated	by	the	Borrower	as	a	“Disqualified
	
Institution”	by	written	notice	delivered	to	the	Administrative	Agent	on	or	prior	to	the	date	hereof	and	(b)	any	other	Person	that	is	a
	
reasonably	identifiable	competitor	of	the	Borrower	or	any	of	its	Subsidiaries,	whether	directly	or	through	a	controlled	subsidiary	or
	
portfolio	company,	and,	in	each	case,	Affiliates	of	any	such	Person	clearly	identifiable	solely	on	the	basis	of	the	similarity	of	their
	
name;	
provided
	that	“Disqualified	Institutions”	shall	exclude	any	Person	that	the	Borrower	has	designated	as	no	longer	being	a
	
“Disqualified	Institution”	by	written	notice	delivered	to	the	Administrative	Agent	from	time	to	time.
“
Documentation	Agents
”	means,	collectively,	CREDIT	AGRICOLE	CORPORATE	AND	INVESTMENT	BANK,
	
GOLDMAN	SACHS	BANK	USA,	HSBC	BANK	USA,	NATIONAL	ASSOCIATION,	MORGAN	STANLEY	SENIOR	FUNDING,	INC.,
	
SOCIÉTÉ	GÉNÉRALE,	THE	TORONTO-DOMINION	BANK,	NEW	YORK	BRANCH	and	WELLS	FARGO	BANK,	NATIONAL
	
ASSOCIATION,	in	their	capacities	as	documentation	agents.
“
Dollar	Amount
”	means,	at	any	time:


key: chroma:document
string_value:
Dollar	Amount
”	means,	at	any	time:
(a)	with	respect	to	any	Loan	denominated	in	Dollars,	the	principal	amount	thereof	then	outstanding;	and
(b)	with	respect	to	any	Loan	denominated	in	Euros	or	Pounds	Sterling,	the	principal	amount	thereof	then
	
outstanding	in	such	currency,	converted	to	Dollars	in	accordance	with	
Section	2.18
.
“
Dollars
”	or	“
USD
”	or	“
$
”	refers	to	lawful	money	of	the	United	States	of	America.
“
Domestic	Subsidiary
”	means	any	Subsidiary	incorporated	or	organized	under	the	laws	of	the	United	States	of
	
America,	any	State	thereof	or	the	District	of	Columbia.
“
DQ	List
”	has	the	meaning	assigned	to	it	in	
Section	9.04(e)(iv)
.
“
EEA	Financial	Institution
”	means	(a)	any	credit	institution	or	investment	firm	established	in	any	EEA	Member
	
Country	which	is	subject	to	the	supervision	of	an	EEA	Resolution	Authority,	(b)	any	entity	established	in	an	EEA	Member	Country
	
which	is	a	parent	of	an	institution	described	in	
clause	(a)
	of	this	definition	or	(c)	any	financial	institution	established	in	an	EEA
	
Member	Country	which	is	a	subsidiary	of	an	institution	described	in	
clauses	(a)
	or	
(b)
	of	this	definition	and	is	subject	to
	
consolidated	supervision	with	its	parent.
“
EEA	Member	Country
”	means	any	of	the	member	states	of	the	European	Union	from	time	to	time,	Iceland,
	
Liechtenstein,	and	Norway.
“
EEA	Resolution	Authority
”	means	any	public	administrative	authority	or	any	Person	entrusted	with	public


key: chroma:document
string_value:
administrative	authority	of	any	EEA	Member	Country	(including	any	delegee)	having	responsibility	for	the	resolution	of	any	EEA
	
Financial	Institution.
“
Effective	Date
”	means	the	date	on	which	the	conditions	specified	in	
Section	4.01
	are	satisfied	(or	waived	in
	
accordance	with	
Section	9.02
).
11


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string_value:
“
Effective	Date	TEO	Subsidiary
”	means	any	direct	or	indirect	subsidiary	of	TEO	as	of	the	Effective	Date.
“
Electronic	Signature
”	means	an	electronic	sound,	symbol,	or	process	attached	to,	or	associated	with,	a	contract
	
or	other	record	and	adopted	by	a	Person	with	the	intent	to	sign,	authenticate	or	accept	such	contract	or	record.
“
EMU
”	means	Economic	and	Monetary	Union	as	contemplated	in	the	Treaty.
“
Energy	Environmental	Attribute
”	means	any	credit,	benefit,	reduction,	offset	or	allowance	(such	as	so-called
	
renewable	energy	certificates,	green	tags,	green	certificates,	and	renewable	energy	credits),	howsoever	entitled	or	named,
	
resulting	from,	attributable	to	or	associated	with	the	storage	or	generation	of	energy,	other	than	the	actual	electric	energy
	
produced,	and	that	is	capable	of	being	measured,	verified	or	calculated	and	in	any	case	may	be	lawfully	marketed	to	third	parties.
	
By	way	of	illustration,	Energy	Environmental	Attributes	may	result	from:	the	generation	system’s	use	of	a	particular	renewable
	
energy	source;	avoided	NOx,	SOx,	CO2	or	greenhouse	gas	emissions	and	other	carbon	credits	and	offsets;	avoided	water	use	or	as
	
otherwise	specified	under	any	applicable	energy-related	private	or	governmental	program.	Notwithstanding	any	of	the	foregoing	in
	
this	definition	or	any	other	provision	of	this	Agreement,	Energy	Environmental	Attributes	shall	not	in	any	case	include:	(i)	any	of	the
	
foregoing	obtained	by,	provided	to,	used	by	or	necessary	for	the	Borrower	or	any	of	its	Restricted	Subsidiaries	to	conduct	any	of	its


key: chroma:document
string_value:
operations	at	any	location	(and	shall	not	include	any	water	rights	or	other	rights	or	credits	obtained	pursuant	to	requirements	of
	
applicable	law	in	order	to	site	and	develop	any	facility);	or	(ii)	any	production	tax	credits.
“
Energy	Storage	Agreement
”	means	a	battery	services	contract,	a	battery	sale	contract,	a	battery	installation
	
contract,	a	battery	dispatch	contract,	a	market	participation	contract	involving	batteries,	a	shared	revenue	and	cost	avoidance
	
contract,	a	capacity	contract,	a	tolling	contract,	demand	response	contract,	a	software	contract	pertaining	to	the	dispatch	or	other
	
management	of	batteries,	or	any	agreement	similar	to	the	foregoing.
“
Energy	Storage	Assets
”	means	Energy	Storage	Systems,	Host	Customer	Agreements	and	Projects	and	Equity
	
Interests	in	Excluded	Energy	Storage	Subsidiaries.
“
Energy	Storage	Systems
”	means	all	parts	of	an	energy	storage	system,	including	batteries,	solar	panels,
	
inverters,	wiring	and	other	electrical	devices,	conduit,	housings,	hardware,	remote	monitoring	equipment,	connectors,	meters,
	
disconnects	and	other	related	devices,	including	associated	balance	of	plant.
“
Environmental	Attribute
”	means	an	Energy	Environmental	Attribute	or	a	Vehicle	Environmental	Attribute.
“
Environmental	Laws
”	means	all	laws,	rules,	regulations,	codes,	ordinances,	orders,	decrees,	judgments	or
	
injunctions	issued,	promulgated	or	entered	into	by	any	Governmental	Authority,	relating	in	any	way	to	the	environment	or	the
	
management,	release	or	threatened	release	of	any	Hazardous	Material	or,	to	the	extent	relating	to	exposure	to	Hazardous
	
Materials,	human	health	matters.
“


key: chroma:document
string_value:
Materials,	human	health	matters.
“
Environmental	Liability
”	means	any	liability,	contingent	or	otherwise	(including	any	liability	for	damages,	costs	of
	
environmental	remediation,	fines,	penalties	or	indemnities),	of	the	Borrower	or	any	Restricted	Subsidiary	directly	or	indirectly
	
resulting	from	or	based	upon	(a)	violation	of	any	Environmental	Law,	(b)	the	generation,	use,	handling,	transportation,	storage,
	
treatment	or	disposal	of	any	Hazardous	Materials,	(c)	exposure	to	any	Hazardous	Materials,	(d)	the	release	or	threatened	release	of
	
12


key: chroma:document
string_value:
any	Hazardous	Materials	into	the	environment	or	(e)	any	contract,	agreement	or	other	consensual	arrangement	pursuant	to	which
	
liability	is	assumed	or	imposed	with	respect	to	any	of	the	foregoing.
“
Equity	Interests
”	means	shares	of	capital	stock,	partnership	interests,	membership	interests	in	a	limited	liability
	
company,	beneficial	interests	in	a	trust	or	other	equity	ownership	interests	in	a	Person,	and	any	warrants,	options	or	other	rights
	
entitling	the	holder	thereof	to	purchase	or	acquire	any	such	equity	interest.
“
ERISA
”	means	the	Employee	Retirement	Income	Security	Act	of	1974,	as	amended	from	time	to	time,	any
	
successor	statute	thereto,	and	the	rules	and	regulations	promulgated	thereunder.
“
ERISA	Affiliate
”	means	any	trade	or	business	(whether	or	not	incorporated)	that,	together	with	any	Loan	Party,	is
	
treated	as	a	single	employer	under	Section	414(b)	or	(c)	of	the	Code	or,	solely	for	purposes	of	Section	302	of	ERISA	and	Section
	
412	of	the	Code,	is	treated	as	a	single	employer	under	Section	414(m)	or	(o)	of	the	Code.
“
ERISA	Event
”	means	(a)	the	occurrence	of	any	“reportable	event,”	as	defined	in	Section	4043	of	ERISA	with
	
respect	to	any	Plan	(other	than	an	event	for	which	the	30-day	notice	period	is	waived),	(b)	any	failure	by	any	Plan	to	satisfy	the
	
minimum	funding	standards	(within	the	meaning	of	Section	412	of	the	Code	or	Section	302	of	ERISA)	applicable	to	such	Plan,


key: chroma:document
string_value:
whether	or	not	waived,	(c)	the	filing	pursuant	to	Section	412(c)	of	the	Code	or	Section	302(c)	of	ERISA	of	an	application	for	a
	
waiver	of	the	minimum	funding	standard	with	respect	to	any	Plan,	(d)	a	determination	that	any	Plan	is,	or	is	expected	to	be,	in	“at
	
risk”	status	(within	the	meaning	of	Section	430	of	the	Code	or	Section	303	of	ERISA),	(e)	the	incurrence	by	any	Loan	Party	or	any
	
ERISA	Affiliate	of	any	liability	under	Title	IV	of	ERISA	with	respect	to	the	termination	of	any	Plan,	(f)	the	incurrence	by	any	Loan
	
Party	of	any	liability	under	Section	4975	of	the	Code	with	respect	to	the	occurrence	of	a	non-exempt	prohibited	transaction	under
	
Section	4975(c)	of	the	Code	or	Section	406	of	ERISA,	(g)	the	receipt	by	any	Loan	Party	or	any	ERISA	Affiliate	from	the	PBGC	or	a
	
plan	administrator	of	any	notice	relating	to	an	intention	to	terminate	any	Plan	or	Plans	or	to	appoint	a	trustee	to	administer	any
	
Plan,	(h)	the	incurrence	by	any	Loan	Party	or	any	ERISA	Affiliate	of	any	liability	with	respect	to	the	withdrawal	or	partial
	
withdrawal	from	any	Plan	or	Multiemployer	Plan	or	(i)	the	receipt	by	any	Loan	Party	or	any	ERISA	Affiliate	of	any	notice,	or	the
	
receipt	by	any	Multiemployer	Plan	from	any	Loan	Party	or	any	ERISA	Affiliate	of	any	notice,	concerning	the	imposition	of
	
Withdrawal	Liability	or	a	determination	that	a	Multiemployer	Plan	is,	or	is	expected	to	be,	terminated	(within	the	meaning	of


key: chroma:document
string_value:
Section	4041A	or	4042	of	ERISA),	insolvent,	or	in	“endangered”	or	“critical”	status	(within	the	meaning	of	Sections	431	or	432	of
	
the	Code	or	Sections	304	or	305	of	ERISA).
“
Erroneous	Payment
”	has	the	meaning	assigned	to	it	in	
Section	8.07(a)
.
“
Erroneous	Payment	Deficiency	Assignment
”	has	the	meaning	assigned	to	it	in	
Section	8.07(d)
.
“
Erroneous	Payment	Impacted	Class
”	has	the	meaning	assigned	to	it	in	
Section	8.07(d)
.
“
Erroneous	Payment	Return	Deficiency
”	has	the	meaning	assigned	to	it	in	
Section	8.07(d)
.
“
Erroneous	Payment	Subrogation	Rights
”	has	the	meaning	assigned	to	it	in	
Section	8.07(f)
.
13


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string_value:
“
EU	Bail-In	Legislation	Schedule
”	means	the	EU	Bail-In	Legislation	Schedule	published	by	the	Loan	Market
	
Association	(or	any	successor	Person),	as	in	effect	from	time	to	time.
“
EURIBOR
”	means	the	rate	per	annum	equal	to	the	Euro	Interbank	Offered	Rate	as	administered	by	the	European
	
Money	Markets	Institute	(or	any	other	Person	that	takes	over	the	administration	of	such	rate)	for	a	period	comparable	in	length	to
	
such	Interest	Period	(the	“
EURIBOR	Rate
”),	at	approximately	11:00	a.m.	(Brussels	time)	two	TARGET	Days	prior	to	the
	
commencement	of	such	Interest	Period;	
provided
	that,	if	such	rate	is	not	available	at	such	time	for	any	reason,	then	the	“EURIBOR
	
Rate”	with	respect	to	such	Term	Benchmark	Borrowing	for	such	Interest	Period	shall	be	the	Interpolated	Rate;	
provided
,	
further
,
	
that	if	EURIBOR	Rate	as	so	determined	shall	ever	be	less	than	the	Floor,	then	EURIBOR	Rate	shall	be	deemed	to	be	the	Floor.
“
EURIBOR	Rate
”	has	the	meaning	assigned	to	it	in	the	definition	of	“EURIBOR.”
“
Euro
”	or	“
€
”	means	the	single	currency	of	Participating	Member	States	introduced	in	accordance	with	the
	
provisions	of	Article	109(1)4	of	the	Treaty	and,	in	respect	of	all	payments	to	be	made	under	this	Agreement	in	Euros,	means
	
immediately	available,	freely	transferable	funds.
“
Events	of	Default
”	has	the	meaning	assigned	to	such	term	in	
Article	VII
.
“
Exchange	Rate


key: chroma:document
string_value:
Article	VII
.
“
Exchange	Rate
”	means	on	any	day,	with	respect	to	any	Foreign	Currency,	the	rate	at	which	such	Foreign
	
Currency	may	be	exchanged	into	Dollars,	as	set	forth	at	approximately	11:00	a.m.,	London	time,	on	such	date	on	the	Reuters	World
	
Currency	Page	for	such	Foreign	Currency.		In	the	event	that	such	rate	does	not	appear	on	any	Reuters	World	Currency	Page,	the
	
Exchange	Rate	with	respect	to	such	Foreign	Currency	shall	be	determined	by	reference	to	such	other	publicly	available	service	for
	
displaying	exchange	rates	as	may	be	selected	by	the	Administrative	Agent	(with	respect	to	which	the	Administrative	Agent	shall
	
promptly	notify	the	Borrower),	or,	in	the	event	no	such	service	is	selected,	such	Exchange	Rate	shall	instead	be	the	arithmetic
	
average	of	the	spot	rates	of	exchange	of	the	Administrative	Agent	in	the	market	where	its	foreign	currency	exchange	operations	in
	
respect	of	such	Foreign	Currency	are	then	being	conducted,	at	or	about	10:00	a.m.,	London	time,	on	such	date	for	the	purchase	of
	
the	relevant	currency	for	delivery	two	(2)	Business	Days	later;	
provided
	that,	if	at	the	time	of	any	such	determination,	for	any
	
reason,	no	such	spot	rate	is	being	quoted,	the	Administrative	Agent,	after	consultation	with	the	Borrower,	may	use	any	reasonable
	
method	it	deems	appropriate	to	determine	such	rate,	and	such	determination	shall	be	presumed	correct	absent	manifest	error.
“
Excluded	Charging	Subsidiary
”	means	those	direct	or	indirect	Subsidiaries	of	the	Borrower	(a)	in	which	the


key: chroma:document
string_value:
Borrower	owns,	directly	or	indirectly,	Equity	Interests	of	less	than	fifty-one	percent	(51%),	(b)	that	own,	lease	or	finance	(or	own
	
any	Subsidiary	that	is	formed	for	such	purpose)	no	assets	other	than	Charging	Assets,	(c)	whose	sole	assets	consist	of	Equity
	
Interests	in	Excluded	Charging	Subsidiaries	of	the	type	described	in	the	foregoing	
clause	(b)
	or	(d)	created	for	or	encumbered	by
	
transactions	involving	monetization	of	Vehicle	Environmental	Attributes.
“
Excluded	Domestic	Subsidiary
”	means	any	Domestic	Subsidiary	that	is	(i)	a	direct	or	indirect	Subsidiary	of	a
	
Subsidiary	of	Borrower	that	is	a	Foreign	Subsidiary	or	(ii)	a	CFC	Holdco.
“
Excluded	Energy	Storage	Subsidiaries
”	means	those	direct	or	indirect	Subsidiaries	of	the	Borrower	(a)	in	which
	
the	Borrower	owns,	directly	or	indirectly,	Equity	Interests	of	less	than	fifty-one	percent	(51%),	(b)	that	own,	lease	or	finance	(or
	
own	any	Subsidiary	that	is	formed	for	such	purpose)	no	assets	other	than	Energy	Storage	Assets,	(c)	whose	sole	assets	consist	of
	
Equity	Interests	in	Excluded	Energy	Storage	Subsidiaries	of	the	type	described	in	the	foregoing	
clause	(b)
	or	(d)	created	for	or
	
encumbered	by	transactions	involving	monetization	of	credits,	certificates	or	incentives.
14


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string_value:
“
Excluded	Subsidiary
”	means	(i)	any	Subsidiary	to	the	extent	(and	for	so	long	as)	a	Guarantee	by	such	Subsidiary
	
would	be	prohibited	or	restricted	by	applicable	law,	rule	or	regulation	or	by	any	restriction	in	any	contract	existing	on	the	Effective
	
Date	or,	so	long	as	any	such	restriction	in	any	contract	is	not	entered	into	in	contemplation	of	such	Subsidiary	becoming	a
	
Restricted	Subsidiary,	at	the	time	such	Subsidiary	becomes	a	Restricted	Subsidiary	(including	any	requirement	to	obtain	the
	
consent,	approval,	license	or	authorization	of	any	Governmental	Authority	(including	any	regulatory	authority)	or	third	party),	(ii)
	
Excluded	Domestic	Subsidiaries	(and	any	direct	or	indirect	Subsidiary	thereof),	(iii)	any	Subsidiary	that	is	a	Foreign	Subsidiary	or	a
	
CFC	Holdco	(and	any	direct	or	indirect	Subsidiary	thereof),	(iv)	Unrestricted	Subsidiaries	(and	any	direct	or	indirect	Subsidiary
	
thereof),	(v)	Captive	Insurance	Subsidiaries,	(vi)	not-for-profit	Subsidiaries,	(vii)	special	purpose	entities	(including	finance	entities),
	
(viii)	any	Immaterial	Subsidiary,	(ix)	any	subsidiary	to	the	extent	that	the	burden	or	cost	of	obtaining	a	guaranty	outweighs	the
	
benefit	afforded	thereby	as	determined	by	Borrower	in	consultation	with	the	Administrative	Agent,	(x)	any	Subsidiary	to	the	extent
	
a	Guarantee	by	such	Subsidiary	would	result	in	material	adverse	tax	consequences	as	reasonably	determined	by	the	Borrower	in


key: chroma:document
string_value:
consultation	with	the	Administrative	Agent,	(xi)	any	Subsidiary	formed	to	satisfy	state	dealer	requirements,	(xii)	any	Specified	Tesla
	
Subsidiary,	(xiii)	for	the	avoidance	of	doubt,	any	direct	or	indirect	Subsidiary	of	an	Excluded	Subsidiary	(other	than,	in	each	case,
	
any	such	direct	or	indirect	Subsidiary	that	is	a	Discretionary	Guarantor)	and	(xiv)	any	Subsidiary	that	is	not	a	wholly-owned
	
Subsidiary.
“
Excluded	Taxes
”	means	any	of	the	following	Taxes	imposed	on,	with	respect	to	or	required	to	be	withheld	or
	
deducted	from	a	payment	to	the	Administrative	Agent,	any	Lender	or	any	other	recipient:	(a)	Taxes	imposed	on	(or	measured	by)
	
net	income	(however	denominated),	franchise	Taxes,	and	branch	profits	Taxes,	in	each	case,	(i)	imposed	as	a	result	of	such	Person
	
being	organized	under	the	laws	of,	or	having	its	principal	office	or,	in	the	case	of	any	Lender,	its	applicable	lending	office	located
	
in,	the	jurisdiction	imposes	such	Tax	(or	any	political	subdivision	thereof)	or	(ii)	that	are	Other	Connection	Taxes,	(b)	in	the	case	of
	
a	Lender,	U.S.	federal	withholding	Taxes	imposed	on	amounts	payable	to	or	for	the	account	of	such	Lender	with	respect	to	an
	
applicable	interest	in	a	Loan	or	Commitment	pursuant	to	a	law	in	effect	on	the	date	on	which	(i)	such	Lender	acquires	such	interest
	
in	the	Loan	or	Commitment	(other	than	pursuant	to	an	assignment	requested	by	the	Borrower	under	
Section	2.19(b)
)	or	(ii)	such


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string_value:
)	or	(ii)	such
	
Lender	changes	its	lending	office,	except	in	each	case	to	the	extent	that,	pursuant	to	Section	2.16,	amounts	with	respect	to	such
	
Taxes	were	payable	either	to	the	Lender’s	assignor	immediately	before	such	Lender	became	a	party	hereto	or	to	such	Lender
	
immediately	before	it	changed	its	lending	office,	(c)	Taxes	attributable	to	such	Person’s	failure	to	comply	with	
Section	2.16(f)
	and
	
(d)	any	withholding	Taxes	imposed	under	FATCA.
“
Existing	Credit	Agreement
”	means	that	certain	Amended	and	Restated	ABL	Credit	Agreement,	dated	as	of	March
	
6,	2019	(as	amended	by	that	certain	First	Amendment	to	Amendment	and	Restated	ABL	Credit	Agreement,	dated	as	of	December
	
23,	2020),	among	the	Borrower,	Tesla	Motors	Netherlands	B.V.,	the	lenders	party	from	time	to	time	thereto	and	Deutsche	Bank	AG
	
New	York	Branch,	as	administrative	agent.
“
Existing	Maturity	Date
”	has	the	meaning	assigned	to	such	term	in	
Section	2.05(a)
.
“
Extending	Lender
”	has	the	meaning	assigned	to	such	term	in	
Section	2.05(b)
.
“
Extension	Request
”	has	the	meaning	assigned	to	such	term	in	
Section	2.05(a)
.
“
Facility
”	means	the	Commitments	and	the	Loans	made	thereunder.
“
FATCA
”	means	Sections	1471	through	1474	of	the	Code,	as	of	the	date	of	this	Agreement	or	any	amended	or
	
successor	version	that	is	substantively	comparable	and	not	materially	more
	
15


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string_value:
onerous	to	comply	with,	any	current	or	future	regulations	or	official	interpretations	thereof,	any	agreements	entered	into	pursuant
	
to	Section	1471(b)(1)	of	the	Code
,	and	any	fiscal	or	regulatory	legislation,	rules	or	official	practices	adopted	pursuant	to	any
	
intergovernmental	agreement
	among	Governmental	Authorities	and	implementing	such	Sections	of	the	Code.
“
Federal	Funds	Effective	Rate
”	means,	for	any	day,	the	weighted	average	(rounded	upwards,	if	necessary,	to	the
	
next	1/100	of	1%)	of	the	rates	on	overnight	Federal	funds	transactions	with	members	of	the	Federal	Reserve	System	arranged	by
	
Federal	funds	brokers,	as	published	on	the	next	succeeding	Business	Day	by	the	Federal	Reserve	Bank	of	New	York,	or,	if	such	rate
	
is	not	so	published	for	any	day	that	is	a	Business	Day,	the	average	(rounded	upwards,	if	necessary,	to	the	next	1/100	of	1%)	of	the
	
quotations	for	such	day	for	such	transactions	received	by	the	Administrative	Agent	from	three	Federal	funds	brokers	of	recognized
	
standing	selected	by	it;	
provided
	that,	if	the	Federal	Funds	Effective	Rate	shall	be	less	than	zero,	such	rate	shall	be	deemed	to	be
	
zero	for	purposes	of	this	Agreement.
		
“
Floor
”	means	0.0%.
“
Foreign	Currency
”	means	(i)	Euros	and	(ii)	Pounds	Sterling.
“
Foreign	Pension	Plan
”	means	any	plan,	fund	(including	any	superannuation	fund)	or	other	similar	program
	
established	or	maintained	outside	the	United	States	by	the	Borrower	or	any	one	or	more	of	its	Subsidiaries	primarily	for	the	benefit


key: chroma:document
string_value:
of	employees	of	the	Borrower	or	such	Subsidiaries	residing	outside	the	United	States,	which	plan,	fund	or	other	similar	program
	
provides,	or	results	in,	retirement	income,	a	deferral	of	income	in	contemplation	of	retirement	or	payments	to	be	made	upon
	
termination	of	employment,	and	which	plan	is	not	subject	to	ERISA	or	the	Code.
“
Foreign	Subsidiary
”	means	any	Subsidiary	that	is	not	a	Domestic	Subsidiary.
“
Funding	Office
”	means	the	Administrative	Agent’s	office	located	at	One	Penn’s	Way,	OPS	II,	New	Castle,	DE
	
19720,	Attn:	Agency	Operations,	or	such	other	office	as	may	be	designated	by	the	Administrative	Agent	by	written	notice	to	the
	
Borrower	and	the	relevant	Lenders.
“
GAAP
”	means	(a)	with	respect	to	the	Borrower	and	any	other	Person	organized	under	the	laws	of	any	state	in	the
	
United	States	of	America,	generally	accepted	accounting	principles	in	the	United	States	as	in	effect	from	time	to	time	and	(b)	with
	
respect	to	any	other	Person	organized	under	the	laws	of	any	Governmental	Authority	outside	of	the	United	States,	generally
	
accepted	accounting	principles	in	the	country	of	such	Person’s	organization	or	generally	accepted	accounting	principles	of	the
	
International	Accounting	Standards	Board,	or	International	Financial	Reporting	Standards	as	designated	by	the	Borrower,	in	each
	
case	as	the	same	are	applicable	to	the	circumstances	as	of	the	date	of	determination.
“
Governmental	Authority
”	means	the	government	of	the	United	States	of	America,	any	other	nation	or	any


key: chroma:document
string_value:
political	subdivision	thereof,	whether	state	or	local,	and	any	agency,	authority,	instrumentality,	regulatory	body,	court,	central	bank
	
or	other	entity	exercising	executive,	legislative,	judicial,	taxing,	regulatory	or	administrative	powers	or	functions	of	or	pertaining	to
	
government	(including	any	supra-national	bodies	such	as	the	European	Union	or	the	European	Central	Bank).
“
Guarantee
”	of	or	by	any	Person	(the	“
guarantor
”)	means	any	obligation,	contingent	or	otherwise,	of	the
	
guarantor	guaranteeing	or	having	the	economic	effect	of	guaranteeing	any	Indebtedness	of	any	other	Person	(the	“
primary
	
obligor
”)	in	any	manner,	whether	directly	or	indirectly,	and	including	any	obligation	of	the	guarantor,	direct	or	indirect,	(a)	to
	
purchase	or	pay	(or	advance	or	supply	funds	for	the	purchase	or	payment	of)	such	Indebtedness	or	to	purchase	(or	to	advance	or
	
supply	funds	for	the
	
16


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string_value:
purchase	of)	any	security	for	the	payment	thereof,	(b)	to	purchase	or	lease	property,	securities	or	services	for	the	purpose	of
	
assuring	the	owner	of	such	Indebtedness	of	the	payment	thereof,	(c)	to	maintain	working	capital,	equity	capital	or	any	other
	
financial	statement	condition	or	liquidity	of	the	primary	obligor	so	as	to	enable	the	primary	obligor	to	pay	such	Indebtedness	or	(d)
	
as	an	account	party	in	respect	of	any	letter	of	credit	or	letter	of	guaranty	issued	to	support	such	Indebtedness	or	obligation;
	
provided
	that	the	term	Guarantee	shall	not	include	endorsements	for	collection	or	deposit	in	the	ordinary	course	of	business.	The
	
amount	of	any	Guarantee	shall	be	deemed	to	be	an	amount	equal	to	the	stated	or	determinable	amount	of	the	related	primary
	
obligation,	or	portion	thereof,	in	respect	of	which	such	Guarantee	is	made	or,	if	not	stated	or	determinable,	the	maximum
	
reasonably	anticipated	liability	in	respect	thereof	as	determined	by	the	guaranteeing	Person	in	good	faith.
“
Guarantee	Agreement
”	means	the	Guarantee	Agreement	to	be	executed	and	delivered	by	each	Guarantor,
	
substantially	in	the	form	of	
Exhibit	J
	hereto.
“
Guarantors
”	means	each	Discretionary	Guarantor	which	becomes	a	Guarantor	and	each	Domestic	Subsidiary	of
	
the	Borrower	which	becomes	a	Guarantor	pursuant	to	
Section	5.09
	(in	each	case	other	than	any	such	Domestic	Subsidiary	that	has
	
been	released	from	its	guarantee	under	the	Guarantee	Agreement	in	compliance	with	the	terms	of	the	Loan	Documents).
“


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string_value:
“
Hazardous	Materials
”	means	all	explosive	or	radioactive	substances	or	wastes	and	all	hazardous	or	toxic
	
substances,	wastes	or	other	pollutants,	including	petroleum	or	petroleum	distillates,	asbestos	or	asbestos	containing	materials,
	
polychlorinated	biphenyls,	per-	and	polyfluoroalkyl	substances,	1,4-dioxane,	radon	gas,	infectious	or	medical	wastes,	and	all	other
	
substances	or	wastes	of	any	nature	regulated	pursuant	to	or	that	could	give	rise	to	liability	under,	any	Environmental	Law	due	to
	
their	dangerous	or	deleterious	properties	or	effects.
“
Host	Customer	Agreements
”	means	the	Energy	Storage	Agreements	and	Customer	Lease	Agreements.
“
Illegality	Notice
”	has	the	meaning	assigned	to	such	term	in	
Section	2.22
.
	
“
Immaterial	Subsidiary
”	means,	as	of	the	most	recently	ended	fiscal	quarter	of	the	Borrower,	any	wholly-owned
	
Domestic	Subsidiary	of	the	Borrower,	taken	together	with	its	consolidated	subsidiaries	(x)	whose	consolidated	total	assets	(as	set
	
forth	in	the	most	recent	consolidated	balance	sheet	of	the	Borrower	and	its	Consolidated	Subsidiaries	delivered	to	the	Lenders
	
pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP,	but	excluding	intercompany	assets),	do	not	constitute	more
	
than	5.0%	of	the	Consolidated	Total	Assets	and	(y)	whose	consolidated	total	revenues	(as	set	forth	in	the	most	recent	income
	
statement	of	the	Borrower	and	its	Consolidated	Subsidiaries	delivered	to	the	Lenders	pursuant	to	this	Agreement	and	computed	in


key: chroma:document
string_value:
accordance	with	GAAP,	but	excluding	intercompany	revenues)	do	not	constitute	more	than	5.0%	of	the	consolidated	total	revenues
	
of	the	Borrower	and	its	Consolidated	Subsidiaries	(as	set	forth	in	the	most	recent	income	statement	of	the	Borrower	and	its
	
Consolidated	Subsidiaries	delivered	to	the	Lenders	pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP).
“
Increasing	Lender
”	has	the	meaning	assigned	to	such	term	in	
Section	2.02(e)
.
	
“
Indebtedness
”	of	any	Person	means,	without	duplication,	(a)	all	obligations	of	such	Person	for	borrowed	money
	
or	with	respect	to	deposits,	(b)	all	obligations	of	such	Person	evidenced	by	bonds,	debentures,	notes	or	similar	instruments,	(c)	all
	
obligations	of	such	Person	under	conditional	sale	or	other	title	retention	agreements	relating	to	property	acquired	by	such	Person,
	
(d)	all	obligations	of	such	Person	in	respect	of	the	deferred	purchase	price	of	property	or	services	(excluding	trade	accounts
	
payable
	
17


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string_value:
incurred	in	the	ordinary	course	of	business	and	obligations	in	respect	of	the	funding	of	Plans	under	ERISA	or	the	Code),	(e)	all
	
Indebtedness	of	others	secured	by	(or	for	which	the	holder	of	such	Indebtedness	has	an	existing	right,	contingent	or	otherwise,	to
	
be	secured	by)	any	Lien	on	property	owned	or	acquired	by	such	Person,	whether	or	not	the	Indebtedness	secured	thereby	has	been
	
assumed	(
provided
	that	the	amount	of	any	such	Indebtedness	that	has	not	been	assumed	shall	be	equal	to	the	lesser	of	the	face
	
amount	of	such	Indebtedness	and	the	fair	market	value	of	the	property	subject	to	such	Lien),	(f)	all	Guarantees	by	such	Person	of
	
Indebtedness	of	others,	(g)	all	Capital	Lease	Obligations	of	such	Person,	(h)	all	obligations,	contingent	or	otherwise,	of	such	Person
	
as	an	account	party	in	respect	of	letters	of	credit	and	letters	of	guaranty,	(i)	all	obligations	in	respect	of	the	principal	of	any
	
Indebtedness	incurred	in	connection	with	any	Securitization	Transaction	in	which	such	Person	participates	and	(j)	all	obligations,
	
contingent	or	otherwise,	of	such	Person	in	respect	of	bankers’	acceptances.		The	Indebtedness	of	any	Person	shall	include	the
	
Indebtedness	of	any	other	entity	(including	any	partnership	in	which	such	Person	is	a	general	partner)	to	the	extent	such	Person	is
	
liable	therefor	as	a	result	of	such	Person’s	ownership	interest	in	or	other	relationship	with	such	entity,	except	to	the	extent	the


key: chroma:document
string_value:
terms	of	such	Indebtedness	provide	that	such	Person	is	not	liable	therefor.	Notwithstanding	the	foregoing,	Indebtedness	shall	not
	
include	(i)	accrued	expenses	and	deferred	tax	and	other	credits	incurred	by	any	Person	in	accordance	with	customary	practices	and
	
in	the	ordinary	course	of	business	of	such	Person,	(ii)	any	earn-out	obligations	to	the	extent	such	obligation	is	due	and	payable,	(iii)
	
obligations	incurred	among	the	Borrower	and	its	Restricted	Subsidiaries	in	the	ordinary	course	of	business	for	the	purchase	of
	
goods	and	services,	(iv)	third	party	obligations	included	in	the	Borrower’s	financial	statements	as	a	result	of	variable	interest	entity
	
accounting	and	(v)	payments	for	property	or	services	in	the	ordinary	course	of	business	that	are	payable	over	a	period	not	to	exceed
	
one	year	and	at	0%	interest.
“
Indemnified	Taxes
”	means	Taxes	other	than	Excluded	Taxes,	imposed	on	or	with	respect	to	any	payment	made	by
	
or	on	account	of	any	obligation	of	the	Borrower	hereunder.
“
Indemnitee
”	has	the	meaning	assigned	to	such	term	in	
Section	9.03(b)
.
“
Index	Debt
”	means	senior,	unsecured,	long-term	indebtedness	for	borrowed	money	of	the	Borrower	that	is	not
	
guaranteed	by	any	other	Person	or	subject	to	any	other	credit	enhancement.
“
Information
”	has	the	meaning	assigned	to	such	term	in	
Section	9.12
.
“
Insurance	Subsidiary
”	means	any	Subsidiary	of	the	Borrower	that	is	engaged	in	the	insurance	business.
“
Intellectual	Property


key: chroma:document
string_value:
“
Intellectual	Property
”	has	the	meaning	assigned	to	such	term	in	
Section	3.18
.
“
Interest	Election	Request
”	means	a	request	by	the	Borrower	to	convert	or	continue	a	Borrowing	in	accordance
	
with	
Section	2.07
,	which	shall	be	substantially	in	the	form	of	
Exhibit	F
	hereto	or	any	other	form	approved	by	the	Administrative
	
Agent.
“
Interest	Payment	Date
”	means	(a)	with	respect	to	any	ABR	Loan,	each	Quarterly	Payment	Date,	(b)	with	respect
	
to	any	Term	Benchmark	Loan,	as	applicable,	the	last	day	of	each	Interest	Period	applicable	to	the	Borrowing	of	which	such	Loan	is
	
a	part	and,	in	the	case	of	a	Term	Benchmark	Borrowing	with	an	Interest	Period	of	more	than	three	months’	duration,	each	day	prior
	
to	the	last	day	of	such	Interest	Period	that	occurs	at	intervals	of	three	months’	duration	after	the	first	day	of	such	Interest	Period
	
and	(c)	with	respect	to	any	SONIA	Loan,	each	date	that	is	on	the	numerically	corresponding	day	in	each	calendar	month	that	is	one
	
month	after	the	borrowing	of	such	advance	(or,	if	there	is	no	such	corresponding	day	in	such	month,	then	the	last	day	of	such
	
month).
18


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“
Interest	Period
”	means	with	respect	to	any	Term	Benchmark	Borrowing,	the	period	commencing	on	the	date	of
	
such	Borrowing	and	ending	on	the	numerically	corresponding	day	in	the	calendar	month	that	is	one,	three	or	six	months	thereafter,
	
as	the	Borrower	may	elect;	
provided
	that	(i)	if	any	Interest	Period	would	end	on	a	day	other	than	a	Business	Day,	such	Interest
	
Period	shall	be	extended	to	the	next	succeeding	Business	Day	unless,	in	the	case	of	a	Term	Benchmark	Borrowing,	as	applicable,
	
such	next	succeeding	Business	Day	would	fall	in	the	next	calendar	month,	in	which	case	such	Interest	Period	shall	end	on	the	next
	
preceding	Business	Day	and	(ii)	any	Interest	Period	pertaining	to	a	Term	Benchmark	Borrowing,	as	applicable,	that	commences	on
	
the	last	Business	Day	of	a	calendar	month	(or	on	a	day	for	which	there	is	no	numerically	corresponding	day	in	the	last	calendar
	
month	of	such	Interest	Period)	shall	end	on	the	last	Business	Day	of	the	last	calendar	month	of	such	Interest	Period.
“
IRS
”	means	the	U.S.	Internal	Revenue	Service.
“
Interpolated	Rate
”	means,	at	any	time,	with	respect	to	any	Term	Benchmark	Borrowings	denominated	in	Euros
	
and	for	any	Interest	Period,	the	rate	per	annum	determined	by	the	Administrative	Agent	(which	determination	shall	be	conclusive
	
and	binding	absent	manifest	error)	to	be	equal	to	the	rate	that	results	from	interpolating	on	a	linear	basis	between:	(a)	the
	
EURIBOR	Rate	for	the	longest	period	(for	which	the	EURIBOR	Rate	is	available)	that	is	shorter	than	the	Interest	Period	and	(b)	the


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EURIBOR	Rate	for	the	shortest	period	(for	which	that	EURIBOR	Rate	is	available)	that	exceeds	the	Interest	Period,	in	each	case,	at
	
approximately	11:00	a.m.	(Brussels	time)	two	TARGET	Days	prior	to	the	commencement	of	such	Interest	Period.
“
Issuing	Bank
”	means	CITIBANK,	N.A.,	DEUTSCHE	BANK	AG	NEW	YORK	BRANCH,	CREDIT	AGRICOLE
	
CORPORATE	AND	INVESTMENT	BANK,	GOLDMAN	SACHS	LENDING	PARTNERS	LLC,	HSBC	BANK	USA,	NATIONAL
	
ASSOCIATION,	MORGAN	STANLEY	BANK,	N.A.,	SOCIÉTÉ	GÉNÉRALE,	THE	TORONTO-DOMINION	BANK,	NEW	YORK	BRANCH,
	
WELLS	FARGO	BANK,	NATIONAL	ASSOCIATION,	and	any	other	Lender	that	agrees	to	act	as	an	Issuing	Bank,	each	in	its	capacity
	
as	the	issuer	of	Letters	of	Credit	hereunder,	and	its	successors	in	such	capacity	as	provided	in	
Section	2.04(i)
.		Any	Issuing	Bank
	
may,	in	its	discretion,	arrange	for	one	or	more	Letters	of	Credit	to	be	issued	by	Affiliates	of	such	Issuing	Bank,	in	which	case	the
	
term	“Issuing	Bank”	shall	include	any	such	Affiliate	with	respect	to	Letters	of	Credit	issued	by	such	Affiliate.		Each	reference	herein
	
to	the	“Issuing	Bank”	in	connection	with	a	Letter	of	Credit	or	other	matter	shall	be	deemed	to	be	a	reference	to	the	relevant	Issuing
	
Bank	with	respect	thereto.
“
Joint
	
Bookrunners
”	means,	collectively,	CITIBANK,	N.A.,	DEUTSCHE	BANK	SECURITIES	INC.,	CREDIT


key: chroma:document
string_value:
AGRICOLE	CORPORATE	AND	INVESTMENT	BANK,	GOLDMAN	SACHS	LENDING	PARTNERS	LLC,	HSBC	SECURITIES	(USA)
	
INC.,	MORGAN	STANLEY	SENIOR	FUNDING,	INC.,	SOCIÉTÉ	GÉNÉRALE,	TD	SECURITIES	(USA)	LLC	and	WELLS	FARGO
	
SECURITIES,	LLC,	in	their	capacities	as	joint	bookrunners.
“
Joint
	
Lead	Arrangers
”	means,	collectively,	CITIBANK,	N.A.,	DEUTSCHE	BANK	SECURITIES	INC.,	CREDIT
	
AGRICOLE	CORPORATE	AND	INVESTMENT	BANK,	GOLDMAN	SACHS	LENDING	PARTNERS	LLC,	HSBC	SECURITIES	(USA)
	
INC.,	MORGAN	STANLEY	SENIOR	FUNDING,	INC.,	SOCIÉTÉ	GÉNÉRALE,	TD	SECURITIES	(USA)	LLC	and	WELLS	FARGO
	
SECURITIES,	LLC,	in	their	capacities	as	joint	lead	arrangers.
“
Judgment	Currency
”	has	the	meaning	assigned	to	such	term	in	
Section	9.16(b)
.
“
LC	Disbursement
”	means	a	payment	made	by	an	Issuing	Bank	pursuant	to	a	Letter	of	Credit.
19


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string_value:
“
LC	Exposure
”	means,	at	any	time,	the	sum	of	(a)	the	aggregate	undrawn	amount	of	all	outstanding	Letters	of	Credit
	
at	such	time,	
plus
	(b)	the	aggregate	amount	of	all	LC	Disbursements	that	have	not	yet	been	reimbursed	by	or	on	behalf	of	the
	
Borrower	at	such	time.		The	LC	Exposure	of	any	Lender	at	any	time	shall	be	its	Applicable	Percentage	of	the	LC	Exposure	at	such
	
time.
	
“
Lead	Arrangers
”	means,	collectively,	the	Joint	Lead	Arrangers	and	the	Joint	Bookrunners.
“
Lenders
”	means	the	Persons	listed	on	
Schedule	1.01
	and	any	other	Person	that	shall	have	become	a	party	hereto
	
pursuant	to	an	Assignment	and	Assumption	or	pursuant	to	
Section	2.02(e)
,	other	than	any	such	Person	that	ceases	to	be	a	party
	
hereto	pursuant	to	an	Assignment	and	Assumption.	Unless	the	context	otherwise	requires,	the	term	“Lenders”	includes	the	Issuing
	
Banks.
“
Letter	of	Credit
”	means	any	letter	of	credit	issued	pursuant	to	this	Agreement.
“
Letter	of	Credit	Agreement
”	has	the	meaning	assigned	to	it	in	
Section	2.04(b)
.
“
Letter	of	Credit	Commitment
”	means,	with	respect	to	each	Issuing	Bank,	the	commitment	of	such	Issuing	Bank	to
	
issue	Letters	of	Credit	hereunder.		The	initial	amount	of	each	Issuing	Bank’s	Letter	of	Credit	Commitment	is	set	forth	on	
Schedule
	
1.01
	as	its	“Letter	of	Credit	Commitment”,	or	if	an	Issuing	Bank	has	entered	into	an	Assignment	and	Assumption	or	has	otherwise


key: chroma:document
string_value:
assumed	a	Letter	of	Credit	Commitment	after	the	Effective	Date,	the	amount	set	forth	for	such	Issuing	Bank	as	its	Letter	of	Credit
	
Commitment	in	the	Register	maintained	by	the	Administrative	Agent.		The	Letter	of	Credit	Commitment	of	an	Issuing	Bank	may	be
	
modified	from	time	to	time	by	agreement	between	such	Issuing	Bank	and	the	Borrower,	and	notified	to	the	Administrative	Agent.
	
The	initial	aggregate	amount	of	the	Issuing	Banks’	Letter	of	Credit	Commitments	as	of	the	Effective	Date	is	USD$500,000,000.
“
Lien
”	means,	with	respect	to	any	asset,	(a)	any	mortgage,	deed	of	trust,	lien,	pledge,	hypothecation,
	
encumbrance,	charge	or	security	interest	in,	on	or	of	such	asset,	(b)	the	interest	of	a	vendor	or	a	lessor	under	any	conditional	sale
	
agreement,	financing	lease	or	title	retention	agreement	(or	any	financing	lease	having	substantially	the	same	economic	effect	as
	
any	of	the	foregoing)	relating	to	such	asset	and	(c)	in	the	case	of	securities,	any	purchase	option,	call	or	similar	right	of	a	third
	
party	with	respect	to	such	securities;	
provided
	that	“Lien”	shall	not	include	any	non-exclusive	licenses	to	Intellectual	Property	in	the
	
ordinary	course	of	business	or	not	interfering	in	any	material	respect	with	the	ordinary	conduct	of	the	business	of	the	Borrower	or
	
any	of	its	Restricted	Subsidiaries.
“
Loan	Documents
”	means	this	Agreement,	including	schedules	and	exhibits	hereto,	each	Letter	of	Credit,	the
	
Guarantee	Agreement	and	any	agreements	entered	into	in	connection	herewith	by	the	Borrower	with	or	in	favor	of	the


key: chroma:document
string_value:
Administrative	Agent	and/or	the	Lenders,	including	any	Notes,	and,	in	each	case,	any	amendments,	modifications	or	supplements
	
thereto	or	waivers	thereof.
“
Loan	Party
”	means	the	Borrower	and	each	Guarantor.
“
Loans
”	means	the	Loans	made	by	the	Lenders	to	the	Borrower	pursuant	to	
Section	2.03
	of	this	Agreement.
“
Manufacturing	Facility
”	means	any	manufacturing	facilities	or	Gigafactory	facilities	established	by	the	Borrower
	
or	any	of	its	Subsidiaries	from	time	to	time.
20


key: chroma:document
string_value:
“
Marketable	Securities
”	means,	with	respect	to	any	Person,	investments	by	such	Person	in	time	deposits	and	fixed
	
income	securities	with	original	maturities	greater	than	three	(3)	months	that	have	a	determinable	fair	value,	are	liquid	and	are
	
readily	convertible	into	cash.	For	avoidance	of	doubt,	(i)	such	investments	are	passive	investments,	purchased	by	such	Person	in	the
	
ordinary	course	of	business	as	part	of	its	liquidity	and/or	cash	management	activities	and	(ii)	for	all	purposes	of	the	Loan
	
Documents,	the	amount	of	Marketable	Securities	of	the	Borrower	and	its	Domestic	Subsidiaries	as	of	the	last	day	of	any	fiscal
	
quarter	or	fiscal	year	of	the	Borrower	is	equal	to	the	amount	reported	on	the	Borrower’s	Annual	Report	on	Form	10-K	and	Quarterly
	
Report	on	Form	10-Q	consolidated	balance	sheet	for	such	fiscal	quarter	or	fiscal	year,	as	the	case	may	be,	as	the	line	“Short-term
	
marketable	securities”	or	“Investments”,	less	any	adjustment	for	securities	that	do	not	satisfy	the	requirements	of	the	first	sentence
	
of	this	definition.
“
Material	Adverse	Effect
”	means	a	material	adverse	effect	on	(a)	the	business,	operations,	property	or	financial
	
condition	of	the	Borrower	and	its	Restricted	Subsidiaries,	taken	as	a	whole	or	(b)	legality,	validity	or	enforceability	of	the	Loan
	
Documents.
“
Material	Indebtedness
”	means	Indebtedness	(other	than	the	Loans,	Letters	of	Credit	and	non-recourse
	
Indebtedness),	or	obligations	in	respect	of	Swap	Agreements,	of	any	one	or	more	of	the	Borrower	and	the	Restricted	Subsidiaries


key: chroma:document
string_value:
that	are	also	Significant	Subsidiaries	in	an	aggregate	principal	amount	exceeding	$350,000,000	(or,	if	denominated	in	another
	
currency,	the	equivalent	thereof	in	Dollars).		For	purposes	of	determining	Material	Indebtedness,	the	“principal	amount”	of	the
	
obligations	of	the	Borrower	or	any	Restricted	Subsidiary	in	respect	of	any	Swap	Agreement	at	any	time	shall	be	the	maximum
	
aggregate	amount	(giving	effect	to	any	netting	agreements)	that	the	Borrower	or	such	Restricted	Subsidiary	would	be	required	to
	
pay	if	such	Swap	Agreement	were	terminated	at	such	time.
“
Maturity	Date
”	“means	the	later	of	(a)	January	20,	2028	and	(b)	for	any	Lender	agreeing	to	extend	its	Maturity
	
Date	pursuant	to	
Section	2.05
,	such	date	pursuant	to	which	the	Maturity	Date	of	such	Lender	has	been	extended;	
provided
,
	
however
,	if	such	date	is	not	a	Business	Day,	the	Maturity	Date	shall	be	the	next	preceding	Business	Day.
“
Maximum	Rate
”	has	the	meaning	assigned	to	it	in	
Section	9.20
.
“
Moody’s
”	means	Moody’s	Investors	Service,	Inc.
“
Multiemployer	Plan
”	means	a	multiemployer	plan	as	defined	in	Section	4001(a)(3)	of	ERISA	that	is	subject	to
	
ERISA,	to	which	any	Loan	Party	or	any	ERISA	Affiliate	makes	or	is	obligated	to	make	contributions,	during	the	preceding	five	plan
	
years	has	made	or	been	obligated	to	make	contributions,	or	has	any	liability.
“
Non-Consenting	Lender


key: chroma:document
string_value:
“
Non-Consenting	Lender
”	means	any	Lender	that	withholds	its	consent	to	any	proposed	amendment,	modification
	
or	waiver	that	cannot	become	effective	without	the	consent	of	such	Lender	under	
Section	9.02
	and	that	has	been	consented	to	by
	
the	Required	Lenders.
21


key: chroma:document
string_value:
“
Non-Extending	Lender
”	has	the	meaning	assigned	to	such	term	in	
Section	2.05(b)
.
“
Non-Funding	Lender
”	has	the	meaning	assigned	to	such	term	in	
Section	2.19(c)
.
“
Note
”	has	the	meaning	assigned	to	such	term	in	
Section	2.09(e)
.
“
NYFRB
”	means	The	Federal	Reserve	Bank	of	New	York.
“
NYFRB	Rate
”	means,	for	any	day,	the	greater	of	(a)	the	Federal	Funds	Effective	Rate	in	effect	on	such	day	and
	
(b)	the	Overnight	Bank	Funding	Rate	in	effect	on	such	day	(or	for	any	day	that	is	not	a	Business	Day,	for	the	immediately	preceding
	
Business	Day);	
provided
	that,	if	none	of	such	rates	are	published	for	any	day	that	is	a	Business	Day,	the	term	“NYFRB	Rate”	means
	
the	rate	for	a	federal	funds	transaction	quoted	at	11:00	a.m.	New	York	City	time	on	such	day	received	by	the	Administrative	Agent
	
from	a	federal	funds	broker	of	recognized	standing	selected	by	it;	
provided
,	
further
,	that	if	any	of	the	aforesaid	rates	shall	be	less
	
than	zero,	such	rate	shall	be	deemed	to	be	zero	for	purposes	of	this	Agreement.
“
Obligations
”	means	all	advances	to,	and	debts,	liabilities	and	obligations	of,	the	Borrower	arising	under	any	Loan
	
Document	or	otherwise	with	respect	to	any	Loan	or	Letter	of	Credit,	whether	direct	or	indirect	(including	those	acquired	by
	
assumption),	absolute	or	contingent,	due	or	to	become	due,	now	existing	or	hereafter	arising	and	including	interest	and	fees	that


key: chroma:document
string_value:
accrue	after	the	commencement	by	or	against	the	Borrower	or	any	Affiliate	thereof	of	any	proceeding	under	any	debtor	relief	laws
	
naming	such	Person	as	the	debtor	in	such	proceeding,	regardless	of	whether	such	interest	and	fees	are	allowed	or	allowable	claims
	
in	such	proceeding.		Without	limiting	the	foregoing,	the	Obligations	include:	(a)	the	obligation	to	pay	principal,	interest,	Letter	of
	
Credit	commissions,	charges,	expenses,	fees,	indemnities	and	other	amounts	payable	by	the	Borrower	under	any	Loan	Document
	
and	(b)	the	obligation	of	the	Borrower	to	reimburse	any	amount	in	respect	of	any	of	the	foregoing	that	the	Administrative	Agent	or
	
any	Lender,	in	each	case	in	its	sole	discretion,	may	elect	to	pay	or	advance	on	behalf	of	the	Borrower.
“
Other	Connection	Taxes
”	means,	with	respect	to	any	Lender,	Taxes	imposed,	as	a	result	of	a	present	or	former
	
connection	between	the	Lender	and	the	jurisdiction	imposing	such	Taxes	(other	than	a	connection	arising	from	such	Lender	having
	
executed,	delivered,	become	a	party	to,	performed	its	obligations	under,	received	payments	under,	engaged	in	any	other
	
transaction	pursuant	to,	or	enforced,	this	Agreement,	or	sold	or	assigned	an	interest	in	any	Loan).
“
Other	Taxes
”	means	any	and	all	present	or	future	stamp,	or	documentary,	Taxes	or	any	other	excise	or	property
	
Taxes,	charges	or	similar	levies	arising	from	any	payment	made	hereunder	or	from	the	execution,	delivery,	or	enforcement	of,	or


key: chroma:document
string_value:
otherwise	with	respect	to,	this	Agreement,	except	any	such	Taxes	that	are	Other	Connection	Taxes	imposed	with	respect	to	an
	
assignment	(other	than	an	assignment	made	pursuant	to	
Section	2.19
).
“
Overnight	Bank	Funding	Rate
”	means,	for	any	day,	the	rate	comprised	of	both	overnight	federal	funds	and
	
overnight	borrowings	by	U.S.	managed	banking	offices	of	depository	institutions	(as	such	composite	rate	shall	be	determined	by	the
	
NYFRB	as	set	forth	on	its	public	website	from	time	to	time)	and	published	on	the	next	succeeding	Business	Day	by	the	NYFRB	as	an
	
overnight	bank	funding	rate	(from	and	after	such	date	as	the	NYFRB	shall	commence	to	publish	such	composite	rate).
22


key: chroma:document
string_value:
“
Overnight	Rate
”	means	for	any	day,	(a)	with	respect	to	any	amount	denominated	in	Dollars,	the	Federal	Funds
	
Effective	Rate	and	(b)	with	respect	to	any	amount	denominated	in	a	Foreign	Currency,	the	rate	of	interest	per	annum	as	determined
	
by	the	Administrative	Agent	at	which	overnight	deposits	in	the	relevant	Foreign	Currency,	in	an	amount	approximately	equal	to	the
	
amount	with	respect	to	which	such	rate	is	being	determined,	would	be	offered	for	such	day	by	a	branch	or	Affiliate	of	the
	
Administrative	Agent	in	the	applicable	offshore	interbank	market	for	such	Foreign	Currency	to	major	banks	in	such	interbank
	
market.
“
Participant
”	has	the	meaning	set	forth	in	
Section	9.04(c)
.
“
Participant	Register
”	has	the	meaning	set	forth	in	
Section	9.04(c)
.
“
Participating	Member	State
”	means	each	state	so	described	in	any	EMU	legislation.
“
Payment	Recipient
”	has	the	meaning	assigned	to	it	in	
Section	8.07(a)
.
“
Payoff
”	has	the	meaning	set	forth	in	
Section	4.01(f)
.
“
PBGC
”	means	the	Pension	Benefit	Guaranty	Corporation	referred	to	and	defined	in	ERISA	and	any	successor
	
entity	performing	similar	functions.
“
Permitted	Encumbrances
”	means:
(a)
Li
ens	imposed	by	law	for	Taxes	that	are	not	yet	due	or	are	being	contested	in	compliance	with	
Section	5.04
;
(b)
carriers’,	warehousemen’s,	mechanics’,	materialmen’s,	repairmen’s	and	other	like	Liens	imposed	by	law,


key: chroma:document
string_value:
arising	in	the	ordinary	course	of	business	and	securing	obligations	that	are	not	overdue	by	more	than	sixty	(60)	days	or	are
	
being	contested	in	compliance	with	
Section	5.04
;
(c)
Liens	made	in	the	ordinary	course	of	business	in	compliance	with	workers’	compensation,	unemployment
	
insurance	and	other	social	security	laws	or	regulations;
(d)
Liens	to	secure	the	performance	of	bids,	trade	contracts,	leases,	statutory	obligations,	government
	
contracts,	surety	and	appeal	bonds,	performance	bonds	and	other	obligations	of	a	like	nature,	in	each	case	in	the	ordinary
	
course	of	business;
	
(e)
easements,	zoning	restrictions,	rights-of-way	and	similar	encumbrances	and	other	minor	defects	or
	
irregularities	in	title	on	real	property	imposed	by	law	or	arising	in	the	ordinary	course	of	business	that	are	not	substantial
	
in	amount	and	do	not	materially	detract	from	the	value	of	the	affected	property	or	materially	interfere	with	the	ordinary
	
conduct	of	business	of	the	Borrower	or	any	Restricted	Subsidiary;
23


key: chroma:document
string_value:
(f)
licenses	(with	respect	to	any	Intellectual	Property	and	other	property),	leases	or	subleases	granted	to	third
	
parties	by	the	Borrower	and	its	Restricted	Subsidiaries	in	the	ordinary	course	of	business	or	not	interfering	in	any	material
	
respect	with	the	ordinary	conduct	of	the	business	of	the	Borrower	or	any	of	its	Restricted	Subsidiaries;
(g)
any	(i)	interest	or	title	of	a	lessor	or	sublessor	under	any	lease	of	property	to	the	Borrower	or	any	of	its
	
Restricted	Subsidiaries,	(ii)	Lien	or	restriction	that	the	interest	or	title	of	such	lessor	or	sublessor	referred	to	in	the
	
preceding	
clause	(i)
	may	be	subject	to	or	(iii)	subordination	of	the	interest	of	the	lessee	or	sublessee	under	such	lease	to
	
any	Lien	or	restriction	referred	to	in	the	preceding	
clause	(ii)
,	so	long	as	the	holder	of	such	Lien	or	restriction	agrees	to
	
recognize	the	rights	of	such	lessee	or	sublessee	under	such	lease;
(h)
(i)	Liens	incurred	in	the	ordinary	course	of	business	in	connection	with	the	purchase	or	shipping	of	goods
	
or	assets	(or	the	related	assets	and	proceeds	thereof),	which	Liens	are	in	favor	of	the	seller,	broker	or	shipper	of	such
	
goods	or	assets	and	only	attach	to	such	goods	or	assets,	(ii)	deposits	as	security	for	contested	taxes	or	contested	import	or
	
customs	duties	and	(iii)	Liens	in	favor	of	customs	and	revenue	authorities	arising	as	a	matter	of	law	to	secure	payment	of
	
customs	duties	in	connection	with	the	importation	of	goods	so	long	as	such	Liens	only	cover	the	related	goods;
(i)


key: chroma:document
string_value:
(i)
any	zoning	or	similar	law	or	right	reserved	to	or	vested	in	any	governmental	office	or	agency	to	control	or
	
regulate	the	use	of	any	real	property	owned	or	leased	by	the	Borrower	or	any	of	its	Restricted	Subsidiaries;
(j)
any	judgment	Lien	not	constituting	an	Event	of	Default	under	
clause	(k)
	of	
Section	7.01
	hereof;
	
(k)
Liens	granted	by	the	Borrower	or	a	Restricted	Subsidiary	in	connection	with	a	transfer	of	assets	from	by
	
the	Borrower	or	such	Restricted	Subsidiary	to	a	Securitization	Subsidiary	in	connection	with	a	Securitization	Transaction
	
so	long	as	such	Liens	cover	only	the	assets	so	transferred;
	
(l)
reciprocal	easement	or	similar	agreements	entered	into	in	the	ordinary	course	of	business	of	the	Borrower
	
and	its	Restricted	Subsidiaries;
(m)
customary	rights	of	first	refusal,	voting,	redemption,	transfer	or	other	restrictions	with	respect	to	the
	
Equity	Interests	in	any	joint	venture	entities	or	other	Persons	that	are	not	Subsidiaries;
	
(n)
any	interest	or	title	of	a	licensor	under	any	license	or	sublicense	entered	into	by	the	Borrower	or	any
	
Subsidiary	as	a	licensee	or	sublicensee	(A)	existing	on	the	date	hereof	or	(B)	in	the	ordinary	course	of	its	business;
(o)
Liens	arising	out	of	any	conditional	sale,	title	retention,	consignment	or	other	similar	arrangements	for	the
	
sale	of	goods	entered	into	by	the	Borrower	or	any	of	its	Subsidiaries	in	the	ordinary	course	of	business	to	the	extent	such


key: chroma:document
string_value:
Liens	do	not	attach	to	any	assets	other	than	the	goods	subject	to	such	arrangements;
(p)
Liens	in	the	nature	of	the	right	of	setoff	in	favor	of	counterparties	to	contractual	agreements	with	the
	
Borrower	or	any	Subsidiary	in	the	ordinary	course	of	business;
24


key: chroma:document
string_value:
(q)
licensing	and	cross-licensing	arrangements	entered	into	by	the	Borrower	and	its	Subsidiaries	for	purposes
	
of	enforcing,	defending	or	settling	claims	with	respect	to	the	Intellectual	Property	of	the	Borrower	and	its	Subsidiaries	and
	
not	interfering	in	any	material	respect	with	the	ordinary	conduct	of	the	business	of	the	Borrower	or	any	of	its	Restricted
	
Subsidiaries;
(r)
Liens	on	earnest	money	deposits	made	in	the	ordinary	course	of	business	in	connection	with	any	agreement
	
in	respect	of	an	anticipated	acquisition	or	other	investment;
(s)
Liens	on	assets	arising	in	connection	with	the	sale	or	transfer	of	such	assets	in	a	transaction	permitted
	
hereunder	and	customary	rights	and	restrictions	contained	in	agreements	relating	to	such	sale	or	transfer	pending	the
	
completion	thereof;	and
(t)
Liens	arising	by	virtue	of	Uniform	Commercial	Code	financing	statement	filings	(or	similar	filings	under
	
applicable	law)	re
garding	operating	leases	entered	into	by	the	Borrower	in	the	ordinary	course	of	business;
provided
	that	the	term	“Permitted	Encumbrances”	shall	not	include	any	Lien	securing	Indebtedness.
“
Permitted	Holder
”	shall	mean	each	of	Elon	Musk	and	his	estate,	spouse,	siblings,	ancestors,	heirs,	and	lineal
	
descendants,	and	any	spouses	of	such	Persons,	the	legal	representatives	of	any	of	the	foregoing,	and	any	bona	fide	trust	of	which
	
one	or	more	the	foregoing	are	the	principal	beneficiaries	or	grantors,	or	any	other	Person	that	is	controlled	by	any	of	the	foregoing.
“
Person


key: chroma:document
string_value:
“
Person
”	means	any	natural	person,	corporation,	limited	liability	company,	trust,	joint	venture,	association,
	
company,	partnership,	Governmental	Authority	or	other	entity.
“
Plan
”	means	any	employee	pension	benefit	plan	(as	defined	in	Section	3(2)	of	ERISA,	other	than	a	Multiemployer
	
Plan)	subject	to	the	provisions	of	Title	IV	of	ERISA	or	Section	412	of	the	Code	or	Section	302	of	ERISA,	and	in	respect	of	which	any
	
Loan	Party	or	any	ERISA	Affiliate	is	(or,	if	such	plan	were	terminated,	would	under	Section	4069	of	ERISA	be	deemed	to	be)	an
	
“employer”	as	defined	in	Section	3(5)	of	ERISA.
“
Plan	Asset	Regulations
”	means	28	CFR	§	2510.3-101,	as	modified	by	Section	3(42)	of	ERISA,	as	amended	from
	
time	to	time.
“
Pounds	Sterling
”	or	“
£
”	means	the	lawful	currency	of	the	United	Kingdom	of	Great	Britain	and	Northern	Ireland.
25


key: chroma:document
string_value:
“
Pricing	Grid
”	means	the	table	set	forth	below:
Level
Rating
Applicable	Rate
Commitment	Fee	Rate
Term	Benchmark
	
Spread/SONIA	Spread
ABR	Spread
I
≥	A	or	A2
77.5	bps
0.0	bps
5.0	bps
II
A-	or	A3
90.0	bps
0.0	bps
7.5	bps
III
BBB+	or	Baa1
	
102.5	bps
2.5	bps
10.0	bps
IV
BBB	or	Baa2
115.0	bps
15.0	bps
12.5	bps
V
BBB-	or	Baa3
127.5	bps
27.5	bps
15.0	bps
VI
BB+	or	Ba1
152.5	bps
52.5	bps
25.0	bps
VII
<
	BB	or	Ba2
177.5	bps
77.5	bps
27.5	bps
	
	
	
	
	
For	purposes	of	the	foregoing,	(i)	if	the	ratings	established	or	deemed	to	have	been	established	by	Moody’s	and	S&P	for	the	Index
	
Debt	shall	fall	within	different	Levels,	the	Applicable	Rate	shall	be	based	on	the	higher	of	the	two	ratings	(i.e.,	the	higher	Level)
	
unless	one	of	the	two	ratings	is	two	or	more	Levels	lower	than	the	other,	in	which	case	the	Applicable	Rate	shall	be	determined	by
	
reference	to	the	Level	next	below	the	higher	of	the	two	Levels	(it	being	understood	that	Level	I	is	the	highest	Level	and	Level	VII	is
	
the	lowest	Level);	(ii)	if	the	ratings	established	or	deemed	to	have	been	established	by	Moody’s	and	S&P	for	the	Index	Debt	shall	be


key: chroma:document
string_value:
changed	(other	than	as	a	result	of	a	change	in	the	rating	system	of	Moody’s	or	S&P),	such	change	shall	be	effective	as	of	the	date
	
on	which	it	is	first	announced	by	the	applicable	rating	agency,	irrespective	of	when	notice	of	such	change	shall	have	been	furnished
	
by	the	Borrower	to	the	Administrative	Agent	and	the	Lenders	pursuant	to	
Section	5.01
	or	otherwise	and	(iii)	if	either	Moody’s	or
	
S&P	shall	not	have	in	effect	a	rating	for	the	Index	Debt	(other	than	by	reason	of	the	circumstances	described	in	the	last	sentence	of
	
this	definition),	then	such	rating	agency	shall	be	deemed	to	have	established	a	rating	equivalent	to	the	rating	of	the	other	rating
	
agency.		Each	change	in	the	Applicable	Rate	shall	apply	during	the	period	commencing	on	the	effective	date	of	such	change	and
	
ending	on	the	date	immediately	preceding	the	effective	date	of	the	next	such	change.		If	the	rating	system	of	Moody’s	or	S&P
	
changes,	or	if	either	such	rating	agency	ceases	to	be	in	the	business	of	rating	corporate	debt	obligations,	the	Borrower	and	the
	
Lenders	shall	negotiate	in	good	faith	to	amend	this	definition	to	reflect	such	changed	rating	system	or	the	unavailability	of	ratings
	
from	such	rating	agency	and,	pending	the	effectiveness	of	any	such	amendment,	the	Applicable	Rate	shall	be	determined	by
	
reference	to	the	rating	most	recently	in	effect	prior	to	such	change	or	cessation.
“
Prime	Rate
”	means	the	rate	of	interest	per	annum	announced	from	time	to	time	by	the	Administrative	Agent	to


key: chroma:document
string_value:
be	its	prime	rate	in	effect	at	its	principal	office	in	New	York	City.		Each	change	in	the	Prime	Rate	shall	be	effective	from	and
	
including	the	date	such	change	is	publicly	announced	or	quoted	as	being	effective.
26


key: chroma:document
string_value:
“
Project
”	means	an	Energy	Storage	System	together	with	all	associated	real	property	rights,	rights	under	the
	
applicable	Host	Customer	Agreement,	and	all	other	related	rights	to	the	extent	applicable	thereto,	including	without	limitation,	all
	
parts	and	manufacturers’	warranties	and	rights	to	access	customer	data.
“
PTE
”	means	a	prohibited	transaction	class	exemption	issued	by	the	U.S.	Department	of	Labor,	as	any	such
	
exemption	may	be	amended	from	time	to	time.
“
QFC
”	has	the	meaning	assigned	to	the	term	“qualified	financial	contract”	in,	and	shall	be	interpreted	in
	
accordance	with,	12	U.S.C.	5390(c)(8)(D).
“
QFC	Credit	Support
”	has	the	meaning	assigned	to	it	in	
Section	9.18
.
“
Quarterly	Payment	Dates
”	means	the	last	Business	Day	of	March,	June,	September	and	December	in	each	year,
	
the	first	of	which	shall	be	March	31,	2023.
	“
Recipient
”	means	(a)	the	Administrative	Agent,	(b)	any	Lender	and	(c)	any	Issuing	Bank,	as	applicable.
“
Register
”	has	the	meaning	set	forth	in	
Section	9.04(b)(iv)
.
“
Registered	Equivalent	Notes
”	means,	with	respect	to	any	notes	originally	issued	in	a	Rule	144A	or	other	private
	
placement	transaction	under	the	Securities	Act	of	1933,	substantially	identical	notes	(having	the	same	Guarantees)	issued	in	a
	
dollar-for-dollar	exchange	therefor	pursuant	to	an	exchange	offer	registered	with	the	SEC.
“
Regulation	D
”	means	Regulation	D	of	the	Federal	Reserve	Board,	as	in	effect	from	time	to	time	and	all	official


key: chroma:document
string_value:
rulings	and	interpretations	thereunder	or	thereof.
“
Regulation	U
”	means	Regulation	U	of	the	Board	as	in	effect	from	time	to	time.
“
Related	Parties
”	means,	with	respect	to	any	specified	Person,	such	Person’s	Affiliates	and	the	respective
	
partners,	directors,	officers,	employees,	agents	and	advisors	of	such	Person	and	such	Person’s	Affiliates.
“
Relevant	Governmental	Body
”	means,	(a)	with	respect	to	a	Benchmark	Replacement	in	respect	of	Obligations,
	
interest,	fees,	commissions	or	other	amounts	denominated	in,	or	calculated	with	respect	to,	Dollars,	the	Federal	Reserve	Board	or
	
the	Federal	Reserve	Bank	of	New	York,	or	a	committee	officially	endorsed	or	convened	by	the	Federal	Reserve	Board	or	the	Federal
	
Reserve	Bank	of	New	York,	or	any	successor	thereto	and	(b)	with	respect	to	a	Benchmark	Replacement	in	respect	of	Obligations,
	
interest,	fees,	commissions	or	other	amounts	denominated	in,	or	calculated	with	respect	to,	any	Foreign	Currency,	(1)	the	central
	
bank	for	the	Foreign	Currency	in	which	such	Obligations,	interest,	fees,	commissions	or	other	amounts	are	denominated,	or
	
calculated	with	respect	to,	or	any	central	bank	or	other	supervisor	which	is	responsible	for	supervising	either	(A)	such	Benchmark
	
Replacement	or	(B)	the	administrator	of	such	Benchmark	Replacement	or	(2)	any	working	group	or	committee	officially	endorsed	or
	
convened	by	(A)	the	central	bank	for	the	Foreign	Currency	in	which	such	Obligations,	interest,	fees,	commissions	or	other	amounts


key: chroma:document
string_value:
are	denominated,	or	calculated	with	respect	to,	(B)	any	central	bank	or	other	supervisor	that	is	responsible	for	supervising	either	(i)
	
such	Benchmark	Replacement	or	(ii)	the	administrator	of	such	Benchmark	Replacement,	(C)	a	group	of	those	central	banks	or	other
	
supervisors	or	(D)	the	Financial	Stability	Board	or	any	part	thereof.
27


key: chroma:document
string_value:
“
Relevant	Rate
”	means	
(i)
	with	respect	to	any	Term	Benchmark	Borrowing	denominated	in	Dollars,	the	Adjusted
	
Term	SOFR	Rate,	(ii)	with	respect	to	any	Term	Benchmark	Borrowing	denominated	in	Euros,	the	Adjusted	EURIBOR	Rate	or	(iii)
	
with	respect	to	any	Borrowing	denominated	in	Pounds	Sterling,	the	Daily	Simple	SONIA.
“
Removal	Effective	Date
”	has	the	meaning	set	forth	in	
Section	8.03
.
“
Rental	Account	Assets
”	means	(i)	Rental	Accounts	and	related	payment	intangibles,	chattel	paper,	electronic
	
chattel	paper,	payments,	rights	to	current	and	future	lease	or	rental	payments	or	residuals	and	similar	rights	to	payment,	in	each
	
case	relating	to	Rental	Accounts,	together	with	interests	in	merchandise	or	goods	the	lease	or	rental	of	which	give	rise	to	such
	
payment	rights	and	proceeds,	related	contractual	rights,	guarantees,	insurance	proceeds,	books	and	records,	collections,	proceeds
	
of	the	foregoing	and	beneficial	interests	and	the	proceeds	of	beneficial	interests	in	all	of	the	foregoing,	and	(ii)	Equity	Interests	in
	
Tesla	Finance	Subsidiaries	and	the	proceeds	thereof.
“
Rental	Accounts
”	means	accounts	arising	out	of	customer	lease	or	rental	agreements.
“
Replacement	Lender
”	has	the	meaning	set	forth	in	
Section	2.19(c)
.
“
Required	Lenders
”	means,	subject	to	
Section	2.20
,	at	any	time,	Lenders	having	Credit	Exposures	and	unused


key: chroma:document
string_value:
Commitments	representing	more	than	50%	of	the	sum	of	the	Total	Credit	Exposure	and	unused	Commitments	at	such	time.
“
Reset	Date
”	has	the	meaning	set	forth	in	
Section	2.18(a)
.
“
Resignation	Effective	Date
”	has	the	meaning	set	forth	in	
Section	8.03
.
“
Resolution	Authority
”	means	an	EEA	Resolution	Authority	or,	with	respect	to	any	UK	Financial	Institution,	a	UK
	
Resolution	Authority.
“
Responsible	Officer
”	means	the	chief	executive	officer,	the	president,	the	chief	operating	officer,	the	chief
	
financial	officer,	the	treasurer	or	any	other	senior	or	executive	officer	of	a	Person.
“
Restricted	Payment
”	means	any	dividend	or	other	distribution	(whether	in	cash,	securities	or	other	property)
	
with	respect	to	any	Equity	Interests	in	the	Borrower	or	any	Restricted	Subsidiary,	or	any	payment	(whether	in	cash,	securities	or
	
other	property),	including	any	sinking	fund	or	similar	deposit,	on	account	of	the	purchase,	redemption,	retirement,	acquisition,
	
cancellation	or	termination	of	any	such	Equity	Interests	in	the	Borrower	or	any	option,	warrant	or	other	right	to	acquire	any	such
	
Equity	Interests	in	the	Borrower.
“
Restricted	Subsidiary
”	means	any	Subsidiary	other	than	an	Unrestricted	Subsidiary.		Any	Subsidiary	designated
	
as	an	Unrestricted	Subsidiary	may	be	re-designated	as	a	Restricted	Subsidiary,	pursuant	to	a	certificate	of	an	Authorized	Officer	of
	
the	Borrower	delivered	to	the	Administrative	Agent	for	such	purposes,	as	long	as,	after	giving	effect	thereto,	no	Event	of	Default


key: chroma:document
string_value:
has	occurred	and	is	continuing.
“
Revolving	Credit	Exposure
”	means,	with	respect	to	any	Lender	at	any	time,	the	sum	of	the	outstanding	principal
	
amount	of	such	Lender’s	Loans	at	such	time	(including	the	Dollar	Amount	of	any	such	Lender’s	Loans	denominated	in	Euros	or
	
Pounds	Sterling,	as	applicable).
28


key: chroma:document
string_value:
“
S&P
”	means	S&P	Global	Ratings.
“
Sanctioned	Country
”	means	a	country,	region	or	territory	which	is	itself	the	target	of	any	countrywide,	region-
wide	or	territory-wide	Sanctions	(at	the	time	of	this	Agreement,	the	Crimea,	the	so-called	Donetsk	People’s	Republic,	the	so-called
	
Luhansk	People’s	Republic,	and	the	non-government	controlled	areas	of	the	Kherson	and	Zaporizhzhia	regions	of	Ukraine,	Cuba,
	
Iran,	North	Korea	and	Syria).
	
“
Sanctioned	Person
”	means	(a)	any	Person	listed	in	any	Sanctions-related	list	of	designated	persons	maintained	by
	
the	U.S.	government,	including	individuals	or	entities	named	on	the	Office	of	Foreign	Assets	Control	of	the	U.S.	Department	of	the
	
Treasury’s	Specially	Designated	Nationals	List	and	Blocked	Persons	List,	Foreign	Sanctions	Evaders	Lists	and,	to	the	extent
	
dealings	are	prohibited,	Persons	named	on	the	Sectoral	Sanctions	Identifications	List,	or	by	the	United	Nations	Security	Council,
	
the	United	Kingdom	or	the	European	Union,	or	any	E.U.	member	state	with	jurisdiction	over	the	parties	hereto,	(b)	any	Person
	
located,	organized	or	ordinarily	resident	in	a	Sanctioned	Country	or	(c)	any	Person	owned	or	controlled	by	any	such	Person	or
	
Persons	described	in	
clauses	(a)
	or	
(b)
	hereof.
	
“
Sanctions
”	means,	with	respect	to	any	Person,	all	economic	or	financial	sanctions	or	trade	embargoes	imposed,
	
administered	or	enforced	from	time	to	time	by	(a)	the	U.S.	government,	including	those	administered	by	the	Office	of	Foreign


key: chroma:document
string_value:
Assets	Control	of	the	U.S.	Department	of	the	Treasury	or	the	U.S.	Department	of	State	or	(b)	the	United	Nations	Security	Council,
	
the	European	Union,	any	E.U.	member	state	with	jurisdiction	over	the	parties	hereto	or	His	Majesty’s	Treasury	of	the	United
	
Kingdom.
“
SEC
”	means	the	U.S.	Securities	and	Exchange	Commission	or	any	successor	thereto.
“
Securitization	Subsidiary
”	means	a	wholly-owned	Subsidiary	of	the	Borrower	that	is	a	special	purpose	vehicle
	
that	has	been	established	for	the	sole	purpose	of	facilitating	a	financing	in	connection	with	a	Securitization	Transaction	permitted
	
by	this	Agreement	and	that	shall	not	engage	in	any	activities	other	than	in	connection	with	such	Securitization	Transaction.	For	the
	
avoidance	of	doubt,	an	Excluded	Charging	Subsidiary,	an	Excluded	Energy	Storage	Subsidiary	and	any	Tesla	Finance	Subsidiary
	
may	be	a	Securitization	Subsidiary.
“
Securitization	Transaction
”	means	(i)	any	transaction	or	series	of	transactions	that	may	be	entered	into	by	the
	
Borrower	or	any	Restricted	Subsidiary	pursuant	to	which	the	Borrower	or	such	Restricted	Subsidiary	may	warehouse,	sell,	convey
	
or	otherwise	transfer	a	discrete	pool	of	assets	(whether	now	existing	or	arising	in	the	future)	to	(a)	a	Securitization	Subsidiary	(in
	
the	case	of	a	transfer	by	the	Borrower	or	any	Restricted	Subsidiary	other	than	a	Securitization	Subsidiary)	and	(b)	any	other	Person


key: chroma:document
string_value:
(in	the	case	of	a	transfer	by	a	Securitization	Subsidiary),	for	the	purpose	of	the	incurrence	by	such	other	Person	of	Indebtedness
	
secured	by	a	Lien	on,	or	backed	by	the	cash	proceeds	of,	such	assets	(or	beneficial	interests	of	such	assets)	or	of	certificates
	
representing	beneficial	interests	in	such	assets	or	(ii)	any	transaction	or	series	of	transactions	(including	borrowings	pursuant	to
	
any	credit	agreement)	that	may	be	entered	into	by	any	Securitization	Subsidiary	pursuant	to	which	such	Securitization	Subsidiary
	
may	grant	a	security	interest	in	its	assets	(whether	now	existing	or	arising	in	the	future)	in	connection	with	the	incurrence	of
	
Indebtedness	by	such	Securitization	Subsidiary.
“
Significant	Subsidiary
”	means,	at	any	time,	any	Subsidiary	that	is	not	an	Immaterial	Subsidiary.
“
SOFR
”	means	a	rate	equal	to	the	secured	overnight	financing	rate	as	administered	by	the	SOFR	Administrator.
29


key: chroma:document
string_value:
“
SOFR	Administrator
”	means	the	Federal	Reserve	Bank	of	New	York	(or	a	successor	administrator	of	the	secured
	
overnight	financing	rate).
“
SOFR	Loan
”	means	a	Loan	that	bears	interest	at	a	rate	based	on	the	Adjusted	Term	SOFR	Rate,	other	than
	
pursuant	to	
clause	(c)
	of	the	definition	of	“Alternate	Base	Rate.”
“
SONIA
”	means	a	rate	equal	to	the	Sterling	Overnight	Index	Average	as	administered	by	the	SONIA
	
Administrator,	and	when	used	in	reference	to	any	Loan	or	Borrowing,	refers	to	whether	such	Loan,	or	the	Loans	comprising	such
	
Borrowing,	are	bearing	interest	at	a	rate	determined	by	reference	to	the	Daily	Simple	SONIA.
“
SONIA	Administrator
”	means	the	Bank	of	England	(or	any	successor	administrator	of	the	Sterling	Overnight
	
Index	Average).
“
SONIA	Administrator’s	Website
”	means	the	Bank	of	England’s	website,	currently	at
	
http://www.bankofengland.co.uk,	or	any	successor	source	for	the	Sterling	Overnight	Index	Average	identified	as	such	by	the	SONIA
	
Administrator	from	time	to	time.
	
“
SONIA	Business	Day
”	means,	for	any	obligations,	interest,	fees,	commissions	or	other	amounts	denominated	in,
	
or	calculated	with	respect	to	Pounds	Sterling,	any	day	except	for	(i)	a	Saturday,	(ii)	a	Sunday	or	(iii)	a	day	on	which	banks	are
	
closed	for	general	business	in	London.
“
SONIA	Rate	Day
”	has	the	meaning	assigned	to	it	in	the	definition	of	“Daily	Simple	SONIA”.
“
Specified	Borrower	Indebtedness


key: chroma:document
string_value:
“
Specified	Borrower	Indebtedness
”	means	(i)	any	bonds,	notes,	debentures	and	other	debt	securities	issued	by	the
	
Borrower	pursuant	to	a	public	offering	or	Rule	144A	private	placement	(and	any	Registered	Equivalent	Notes	issued	in	exchange
	
therefor)	and	(ii)	any	syndicated	credit	facility	entered	into	by	the	Borrower.
“
Specified	Tesla	Subsidiary
”	means	any	Subsidiary	that	is	(i)	a	Securitization	Subsidiary,	(ii)	a	Tesla	Finance
	
Subsidiary,	(iii)	an	Excluded	Charging	Subsidiary,	(iv)	an	Excluded	Energy	Storage	Subsidiary,	(v)	an	Insurance	Subsidiary,	(vi)	an
	
Effective	Date	TEO	Subsidiary	or	(vii)	any	direct	or	indirect	subsidiary	of	TEO	formed	primarily	for	the	purpose	of	incurring
	
indebtedness	permitted	under	
Section	6.08(m)
.
“
Standard	Securitization	Undertakings
”	means	representations,	warranties,	covenants	and	indemnities	entered
	
into	by	the	Borrower	or	any	Subsidiary	that	are	reasonably	customary	in	a	Securitization	Transaction,	including	those	relating	to
	
the	servicing	of	the	assets	of	a	Securitization	Transaction	(it	being	understood	that	in	no	event	shall	Standard	Securitization
	
Undertakings	include	any	Guarantee	of	Indebtedness	incurred	in	connection	with	the	relevant	Securitization	Transaction,	other
	
than	Liens	satisfying	the	requirements	of	
paragraph	(k)
	of	the	definition	of	“Permitted	Encumbrances”	herein).
“
Stated	Amount
”	or	“
Stated	Amounts


key: chroma:document
string_value:
Stated	Amount
”	or	“
Stated	Amounts
”	means	the	stated	or	face	amount	of	such	Letter	of	Credit	to	the	extent
	
available	at	the	time	for	drawing	(subject	to	presentment	of	all	requisite	documents),	as	the	same	may	be	increased	or	decreased
	
from	time	to	time	in	accordance	with	the	terms	of	such	Letter	of	Credit.		For	purposes	of	calculating	the	Stated	Amount	of	any
	
Letter	of	Credit	at	any	time:
30


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string_value:
(A)
any	increase	in	the	Stated	Amount	of	any	Letter	of	Credit	by	reason	of	any	amendment	to	any	Letter	of
	
Credit	shall	be	deemed	effective	under	this	Agreement	as	of	the	date	the	relevant	Issuing	Bank	actually	issues	an	amendment
	
purporting	to	increase	the	Stated	Amount	of	such	Letter	of	Credit,	whether	or	not	such	Issuing	Bank	receives	the	consent	of	the
	
Letter	of	Credit	beneficiary	or	beneficiaries	to	the	amendment,	except	that	if	the	Borrower	has	required	that	the	increase	in	Stated
	
Amount	be	given	effect	as	of	an	earlier	date	and	such	Issuing	Bank	issues	an	amendment	to	that	effect,	then	such	increase	in	Stated
	
Amount	shall	be	deemed	effective	under	this	Agreement	as	of	such	earlier	date	requested	by	the	Borrower;	and
(B)
any	reduction	in	the	Stated	Amount	of	any	Letter	of	Credit	by	reason	of	any	amendment	to	any	Letter	of
	
Credit	shall	be	deemed	effective	under	this	Agreement	as	of	the	later	of	(x)	the	date	the	applicable	Issuing	Bank	actually	issues	an
	
amendment	purporting	to	reduce	the	Stated	Amount	of	such	Letter	of	Credit,	whether	or	not	the	amendment	provides	that	the
	
reduction	be	given	effect	as	of	an	earlier	date	or	(y)	the	date	the	applicable	Issuing	Bank	receives	the	written	consent	of	the	Letter
	
of	Credit	beneficiary	or	beneficiaries	to	such	reduction,	whether	written	consent	must	be	dated	on	o
r	after	the	date	of	the	amendment
	
issued	by	such	Issuing	Bank	purporting	to	effect	such	reduction.
“
Statutory	Reserve	Percentage
”	means,	for	any	day	during	any	Interest	Period,	the	reserve	percentage	in	effect


key: chroma:document
string_value:
on	such	day,	whether	or	not	applicable	to	any	Lender,	under	regulations	issued	from	time	to	time	by	the	Federal	Reserve	Board	for
	
determining	the	maximum	reserve	requirement	(including	any	emergency,	special,	supplemental	or	other	marginal	reserve
	
requirement)	with	respect	to	eurocurrency	funding	(currently	referred	to	as	“Eurocurrency	liabilities”	in	Regulation	D)	or	any	other
	
reserve	ratio	or	analogous	requirement	of	any	central	banking	or	financial	regulatory	authority	imposed	in	respect	of	the
	
maintenance	of	the	Commitments	or	the	funding	of	the	Loans.		The	Adjusted	EURIBOR	Rate	for	each	outstanding	Loan	shall	be
	
adjusted	automatically	as	of	the	effective	date	of	any	change	in	the	Statutory	Reserve	Percentage.
“
subsidiary
”	means,	with	respect	to	any	Person	(the	“
parent
”)	at	any	date,	any	corporation,	limited	liability
	
company,	partnership,	association	or	other	entity	the	accounts	of	which	would	be	consolidated	with	those	of	the	parent	in	the
	
parent’s	consolidated	financial	statements	if	such	financial	statements	were	prepared	in	accordance	with	GAAP	as	of	such	date,	as
	
well	as	any	other	corporation,	limited	liability	company,	partnership,	association	or	other	entity	of	which	securities	or	other
	
ownership	interests	representing	more	than	50%	of	the	equity	or	more	than	50%	of	the	ordinary	voting	power	or,	in	the	case	of	a
	
partnership,	more	than	50%	of	the	general	partnership	interests	are,	as	of	such	date,	owned,	controlled	or	held.
	
“
Subsidiary
”	means	any	subsidiary	of	the	Borrower.
“
Supported	QFC
”	has	the	meaning	assigned	to	it	in	
Section	9.18


key: chroma:document
string_value:
Section	9.18
.
“
Swap	Agreement
”	means	any	agreement	with	respect	to	any	swap,	forward,	future	or	derivative	transaction	or
	
option	or	similar	agreement	involving,	or	settled	by	reference	to,	one	or	more	rates,	currencies,	commodities,	equity	or	debt
	
instruments	or	securities,	or	economic,	financial	or	pricing	indices	or	measures	of	economic,	financial	or	pricing	risk	or	value	or	any
	
similar	transaction	or	any	combination	of	these	transactions;	
provided
	that	no	phantom	stock	or	similar	plan	providing	for	payments
	
only	on	account	of	services	provided	by	current	or	former	directors,	officers,	employees	or	consultants	of	the	Borrower	or	the
	
Restricted	Subsidiaries	shall	be	a	Swap	Agreement.
“
Syndication	Agent
”	means	Deutsche	Bank	Securities	Inc.,	in	its	capacity	as	syndication	agent.
31


key: chroma:document
string_value:
“
TARGET2
”	means	the	Trans-European	Automated	Real-time	Gross	Settlement	Express	Transfer	payment	system
	
which	utilizes	a	single	shared	platform	and	which	was	launched	on	November	19,	2007.
“
TARGET	Day
”	means	any	day	on	which	TARGET2	(or,	if	such	payment	system	ceases	to	be	operative,	such	other
	
payment	system,	if	any,	determined	by	the	Administrative	Agent	to	be	a	suitable	replacement)	is	open	for	the	settlement	of
	
payments	in	Euro.
“
Taxes
”	means	any	and	all	present	or	future	taxes,	levies,	imposts,	duties,	deductions,	charges	or	withholdings
	
(including	backup	withholdings)	imposed	by	any	Governmental	Authority,	including	any	interest,	additions	to	tax	or	penalties
	
applicable	thereto.
	
“
TEO
”	means	Tesla	Energy	Operations,	Inc.,	a	Delaware	corporation.
“
Term	Benchmark
”	when	used	in	reference	to	any	Loan	or	Borrowing,	refers	to	whether	such	Loan,	or	the	Loans
	
comprising	such	Borrowing,	are	bearing	interest	at	a	rate	determined	by	reference	to	the	Adjusted	Term	SOFR	Rate	or	the	Adjusted
	
EURIBOR	Rate.
“
Term	SOFR
”	means:
	
(a)	for	any	calculation	with	respect	to	a	SOFR	Loan,	the	Term	SOFR	Reference	Rate	for	a	tenor	comparable	to	the
	
applicable	Interest	Period	on	the	day	(such	day,	the	“
Periodic	Term	SOFR	Determination	Day
”)	that	is	two	(2)	U.S.	Government
	
Securities	Business	Days	prior	to	the	first	day	of	such	Interest	Period,	as	such	rate	is	published	by	the	Term	SOFR	Administrator;
	
provided
,	
however


key: chroma:document
string_value:
provided
,	
however
,	that	if	as	of	5:00	p.m.	(New	York	City	time)	on	any	Periodic	Term	SOFR	Determination	Day	the	Term	SOFR
	
Reference	Rate	for	the	applicable	tenor	has	not	been	published	by	the	Term	SOFR	Administrator	and	a	Benchmark	Replacement
	
Date	with	respect	to	the	Term	SOFR	Reference	Rate	has	not	occurred,	then	Term	SOFR	will	be	the	Term	SOFR	Reference	Rate	for
	
such	tenor	as	published	by	the	Term	SOFR	Administrator	on	the	first	(1
st
)	preceding	U.S.	Government	Securities	Business	Day	for
	
which	such	Term	SOFR	Reference	Rate	for	such	tenor	was	published	by	the	Term	SOFR	Administrator	so	long	as	such	first	(1
st
)
	
preceding	U.S.	Government	Securities	Business	Day	is	not	more	than	three	(3)	U.S.	Government	Securities	Business	Days	prior	to
	
such	Periodic	Term	SOFR	Determination	Day,	and
(b)	for	any	calculation	with	respect	to	an	ABR	Loan	on	any	day,	the	Term	SOFR	Reference	Rate	for	a	tenor	of	one
	
month	on	the	day	(such	day,	the	“
ABR	Term	SOFR	Determination	Day
”)	that	is	two	(2)	U.S.	Government	Securities	Business	Days
	
prior	to	such	day,	as	such	rate	is	published	by	the	Term	SOFR	Administrator;	
provided
,	
however
,	that	if	as	of	5:00	p.m.	(New	York
	
City	time)	on	any	ABR	Term	SOFR	Determination	Day	the	Term	SOFR	Reference	Rate	for	the	applicable	tenor	has	not	been
	
published	by	the	Term	SOFR	Administrator	and	a	Benchmark	Replacement	Date	with	respect	to	the	Term	SOFR	Reference	Rate	has


key: chroma:document
string_value:
not	occurred,	then	Term	SOFR	will	be	the	Term	SOFR	Reference	Rate	for	such	tenor	as	published	by	the	Term	SOFR	Administrator
	
on	the	first	(1
st
)	preceding	U.S.	Government	Securities	Business	Day	for	which	such	Term	SOFR	Reference	Rate	for	such	tenor	was
	
published	by	the	Term	SOFR	Administrator	so	long	as	such	first	(1
st
)	preceding	U.S.	Government	Securities	Business	Day	is	not
	
more	than	three	(3)	U.S.	Government	Securities	Business	Days	prior	to	such	ABR	Term	SOFR	Determination	Day.
	
“
Term	SOFR	Administrator
”	means	CME	Group	Benchmark	Administration	Limited	(CBA)	(or	a	successor
	
administrator	of	the	Term	SOFR	Reference	Rate	selected	by	the	Administrative	Agent	in	its	reasonable	discretion).
	
“
Term	SOFR	Reference	Rate
”	means	the	forward-looking	term	rate	based	on	SOFR.
32


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string_value:
“
Tesla	Finance	Subsidiaries
”	means	(i)	Tesla	Finance,	LLC	and	its	subsidiaries	and	(ii)	Tesla	Financial	Services
	
Holdings	B.V.	and	its	subsidiaries,	including	Tesla	Financial	Services	Limited	and	Tesla	Financial	Services	GmbH.
“
Total	Available	Commitments
”	means,	at	any	time,	an	amount	equal	to	the	excess,	if	any,	of	(a)	the	total
	
Commitments	then	in	effect,	
over
	(b)	the	Total	Credit	Exposure.
“
Total	Credit	Exposure
”	means,	the	sum	of	the	Dollar	Amount	of	the	outstanding	principal	amount	of	all	Lenders’
	
Loans	and	their	LC	Exposure	at	such	time.
“
Transactions
”	means	the	(a)	execution,	delivery	and	performance	by	the	(i)	Borrower	of	this	Agreement	and	(ii)
	
Guarantors	of	the	Guarantee	Agreement,	(b)	borrowing	of	Loans	and	the	use	of	the	proceeds	thereof	and	(c)	the	issuance	of	Letters
	
of	Credit	hereunder.
“
Treaty
”	means	the	Treaty	establishing	the	European	Economic	Community,	being	the	Treaty	of	Rome	of	March
	
25,	1957,	as	amended	by	the	Single	European	Act	1987,	the	Maastricht	Treaty	(which	was	signed	at	Maastricht	on	February	7,
	
1992	and	came	into	force	on	November	1,	1993),	the	Amsterdam	Treaty	(which	was	signed	at	Amsterdam	on	October	2,	1997	and
	
came	into	force	on	May	1,	1999)	and	the	Nice	Treaty	(which	was	signed	on	February	26,	2001),	each	as	may	be	further	amended,


key: chroma:document
string_value:
supplemented	or	otherwise	modified	from	time	to	time	and	as	referred	to	in	legislative	measures	of	the	European	Union	for	the
	
introduction	of,	changeover	to	or	operating	of	the	Euro	in	one	or	more	member	states.
“
Type
”,	when	used	in	reference	to	any	Loan	or	Borrowing,	refers	to	whether	the	rate	of	interest	on	such	Loan,	or
	
on	the	Loans	comprising	such	Borrowing,	is	determined	by	reference	to	the	Adjusted	Term	SOFR	Rate,	the	Adjusted	EURIBOR
	
Rate,	the	Daily	Simple	SONIA	or	the	Alternate	Base	Rate.
“
UK	Financial	Institutions
”	means	any	BRRD	Undertaking	(as	such	term	is	defined	under	the	PRA	Rulebook	(as
	
amended	from	time	to	time)	promulgated	by	the	United	Kingdom	Prudential	Regulation	Authority)	or	any	person	falling	within
	
IFPRU	11.6	of	the	FCA	Handbook	(as	amended	from	time	to	time)	promulgated	by	the	United	Kingdom	Financial	Conduct
	
Authority,	which	includes	certain	credit	institutions	and	investment	firms,	and	certain	affiliates	of	such	credit	institutions	or
	
investment	firms.
“
UK	Resolution	Authority
”	means	the	Bank	of	England	or	any	other	public	administrative	authority	having
	
responsibility	for	the	resolution	of	any	UK	Financial	Institution.
“
Unadjusted	Benchmark	Replacement
”	means	the	applicable	Benchmark	Replacement	excluding	the	related
	
Benchmark	Replacement	Adjustment.
33


key: chroma:document
string_value:
“
Unrestricted	Subsidiary
”	means	any	Subsidiary	that	(a)	is	existing	as	of	the	Effective	Date,	(b)	is	a	Securitization
	
Subsidiary	or	(c)	is	not	a	Significant	Subsidiary	and,	in	each	case,	is	designated	as	an	Unrestricted	Subsidiary	by	the	Borrower	by
	
delivery	to	the	Administrative	Agent	after	the	date	hereof	of	a	certificate	of	an	Authorized	Officer	of	the	Borrower	(substantially	in
	
the	form	of	
Exhibit	H
	hereto);	
provided
	that	in	each	such	case,	such	Subsidiary	shall	satisfy	the	following	conditions:
	
(1)	no	portion	of	the	Indebtedness	or	any	other	obligations	(contingent	or	otherwise)	of	the	Subsidiary,
(a)
is	gu
aranteed	by	the	Borrower	or	any	Restricted	Subsidiary	(excluding	in	the	case	of	a
	
Securitization	Subsidiary,	pursuant	to	Standard	Securitization	Undertakings),
(b)
is	recourse	to	the	Borrower	or	any	Restricted	Subsidiary,	other	than	(to	the	extent	applicable)
	
pursuant	to	Standard	Securitization	Undertaking,	or
(c)
subjects	any	property	or	asset	of	the	Borrower	or	any	Restricted	Subsidiary,	directly	or
	
indirectly,	contingently	or	otherwise,	to	the	satisfaction	thereof,	other	than	Liens	satisfying	the
	
requirements	of	
paragraph	(k)
	of	the	definition	of	“Permitted	Enc
umbrances”	or,	in	the	case	of	a
	
Securitization	Subsidiary,	pursuant	to	Standard	Securitization	Undertakings;
(2)	neither	the	Borrower	nor	any	Restricted	Subsidiary	has	any	material	contract,	agreement,	arrangement	or


key: chroma:document
string_value:
understanding	with	the	Subsidiary,	other	than	(x)	Standard	Securitization	Undertakings	or	(y)	on	terms
	
(taken	as	a	whole)	no	less	favorable	to	the	Borrower	or	such	Restricted	Subsidiary	than	those	that	might
	
be	obtained	at	the	time	from	Persons	that	are	not	Affiliates	of	the	Borrower;	and
(3)	neither	the	Borrower	nor	any	Restricted	Subsidiary	has	any	obligation	to	maintain	or	preserve	the	Subsidiary’s
	
financial	condition	or	cause	the	Subsidiary	to	achieve	certain	levels	of	operating	results.
“
U.S.	Government	Securities	Business	Day
”	means	any	day	except	for	(i)	a	Saturday,	(ii)	a	Sunday	or	(iii)	a	day	on
	
which	the	Securities	Industry	and	Financial	Markets	Association	recommends	that	the	fixed	income	departments	of	its	members	be
	
closed	for	the	entire	day	for	purposes	of	trading	in	United	States	government	securities.
“
U.S.	Special	Resolution	Regimes
”	has	the	meaning	assigned	to	it	in	
Section	9.18
.
“
U.S.	Tax	Compliance	Certificate
”	means	a	certificate	substantially	in	the	form	of	
Exhibits	I-1
	through	
I-4
	hereto,
	
as	applicable.
“
Used
”	shall	mean,	with	respect	to	any	inventory,	that	such	inventory	was	previously	sold	(other	than	to	a	Loan
	
Party),	excluding	remanufactured	items.
“
Used	Motor	Vehicles
”	means	all	Used	motor	vehicles	owned	by	the	Borrower	or	any	of	its	Subsidiaries.
“
Vehicle	Environmental	Attribute
”	means	any	credit,	benefit,	reduction,	offset	or	allowance,	howsoever	entitled	or


key: chroma:document
string_value:
from,	are	attributable	to,	or	are	associated	with	a	vehicle,	a	vehicle’s	use,	or	a	vehicle	charging	station	that	is	capable	of	being
	
measured,	verified	or	calculated	and	in	any	case	may	be	lawfully	marketed	to	third	parties.		By	way	of	illustration,	Vehicle
	
Environmental	Attributes	may	result	from:	new	energy	vehicles;	zero	emission	vehicles;	fuel	economy;	avoided	criteria	air
	
pollutants,	CO2	or	greenhouse	gas	emissions;	low	carbon,	renewable	or	clean	fuel;	and	other	credits	and	offsets	defined	under	any
	
applicable	vehicle	and	charging-related	private	or	governmental	program,	including,	without	limitation,	the	following	credits:
	
California	LEV	III	NMOG	+NOx,	US	CAFE,	US	GHG,	US	Tier	3	NMOG	+	NOx,	Canada	GHG,	Quebec	ZEV,	EU	CO2	Pooling,	and
	
Switzerland	GHG	Credits	and	Low	Carbon	Fuel	Standards	credits.		Notwithstanding	any	of	the	foregoing	in	this	definition	or	any
	
other	provision	of	this	Agreement,	Vehicle	Environmental	Attributes	shall	not	include:	(i)	any	of	the	foregoing	obtained	by,	provided
	
to,	used	by	or	necessary	for	the	Borrower	or	any	of	its	Subsidiaries	to	conduct	any	of	its	operations	at	any	location;	or	(ii)	any
	
automotive	tax	credits.
“
Withdrawal	Liability
”	means	liability	to	a	Multiemployer	Plan	as	a	result	of	a	complete	or	partial	withdrawal	from
	
such	Multiemployer	Plan,	as	such	terms	are	defined	in	Part	I	of	Subtitle	E	of	Title	IV	of	ERISA.
“
Withholding	Agent
”	means	the	Borrower	and	the	Administrative	Agent.
	
“


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string_value:
“
Write-Down	and	Conversion	Powers
”	means,	(a)	with	respect	to	any	EEA	Resolution	Authority,	the	write-down
	
and	conversion	powers	of	such	EEA	Resolution	Authority	from	time	to	time	under	the	Bail-In	Legislation	for	the	applicable	EEA
	
Member	Country,	which	write-down	and	conversion	powers	are	described	in	the	EU	Bail-In	Legislation	Schedule	and	(b)	with
	
respect	to	the	United	Kingdom,		any	powers	of	the	applicable	Resolution	Authority	under	the	Bail-In	Legislation	to	cancel,	reduce,
	
modify	or	change	the	form	of	a	liability	of	any	UK	Financial	Institution	or	any	contract	or	instrument	under	which	that	liability
	
arises,	to	convert	all	or	part	of	that	liability	into	shares,	securities	or	obligations	of	that	person	or	any	other	person,	to	provide	that
	
any	such	contract	or	instrument	is	to	have	effect	as	if	a	right	had	been	exercised	under	it	or	to	suspend	any	obligation	in	respect	of
	
that	liability	or	any	of	the	powers	under	that	Bail-In	Legislation	that	are	related	to	or	ancillary	to	any	of	those	powers.
SECTION	1.02.		
Classification	of	Loans	and	Borrowings
.		For	purposes	of	this	Agreement,	Loans	may	be	classified
	
and	referred	to	by	Type	(e.g.,	a	“Term	Benchmark	Loan”,	“SONIA	Loan”	or	“ABR	Loan”).		Borrowings	also	may	be	classified	and
	
referred	to	by	Type	(e.g.,	a	“Term	Benchmark	Borrowing”,	“SONIA	Borrowing”	or	“ABR	Borrowing”).
SECTION	1.03.		
Terms	Generally
.		The	definitions	of	terms	herein	shall	apply	equally	to	the	singular	and	plural


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string_value:
forms	of	the	terms	defined.		Whenever	the	context	may	require,	any	pronoun	shall	include	the	corresponding	masculine,	feminine
	
and	neuter	forms.		The	words	“include”,	“includes”	and	“including”	shall	be	deemed	to	be	followed	by	the	phrase	“without
	
limitation.”		The	word	“will”	shall	be	construed	to	have	the	same	meaning	and	effect	as	the	word	“shall.”		Unless	the	context
	
requires	otherwise	(a)	any	definition	of	or	reference	to	any	agreement,	instrument	or	other	document	herein	shall	be	construed	as
	
referring	to	such	agreement,	instrument	or	other	document	as	from	time	to	time	amended,	amended	and	restated,	supplemented	or
	
otherwise	modified	(subject	to	any	restrictions	on	such	amendments,	supplements	or	modifications	set	forth	herein)	and	any
	
definition	of	or	reference	to	any	law,	statute,	regulation,	rule	or	other	legislative	action	shall	mean	such	law,	statute,	regulation,
	
rule	or	other	legislative	action	as	amended,	supplemented	or	otherwise	modified	from	time	to	time,	(b)	any	reference	herein	to	any
	
Person	shall	be	construed	to	include	such	Person’s	successors	and	assigns,	(c)	the	words	“herein”,	“hereof”	and	“hereunder”,	and
	
words	of	similar	import,	shall	be	construed	to	refer	to	this	Agreement	in	its	entirety	and	not	to	any	particular	provision	hereof,	(d)
	
all	references	herein	to	Articles,	Sections,	Exhibits	and	Schedules	shall	be	construed	to	refer	to	Articles	and	Sections	of,	and
	
Exhibits	and	Schedules	to,	this	Agreement,	(e)	any	reference	to	any	law,	rule	or	regulation	herein	shall,	unless


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string_value:
otherwise	specified,	refer	to	such	law,	rule	or	regulation	as	amended,	modified	or	supplemented	from	time	to	time	and	(f)	the	words
	
“asset”	and	“property”	shall	be	construed	to	have	the	same	meaning	and	effect	and	to	refer	to	any	and	all	tangible	and	intangible
	
assets	and	properties,	including	cash,	securities,	accounts	and	contract	rights.
	
SECTION	1.04.		
Accounting	Terms;	GAAP
.		Except	as	otherwise	expressly	provided	herein,	all	terms	of	an
	
accounting	or	financial	nature	shall	be	construed	in	accordance	with	GAAP,	as	in	effect	from	time	to	time;	
provided
	that,	if	the
	
Borrower	notifies	the	Administrative	Agent	that	the	Borrower	requests	an	amendment	to	any	provision	hereof	to	eliminate	the
	
effect	of	any	change	occurring	after	the	date	hereof	in	GAAP	or	in	the	application	thereof	on	the	operation	of	such	provision	(or	if
	
the	Administrative	Agent	notifies	the	Borrower	that	the	Required	Lenders	request	an	amendment	to	any	provision	hereof	for	such
	
purpose),	regardless	of	whether	any	such	notice	is	given	before	or	after	such	change	in	GAAP	or	in	the	application	thereof,	then
	
such	provision	shall	be	interpreted	on	the	basis	of	GAAP	as	in	effect	and	applied	immediately	before	such	change	shall	have	become
	
effective	until	such	notice	shall	have	been	withdrawn	or	such	provision	amended	in	accordance	herewith.	Notwithstanding	any
	
other	provision	contained	herein,	(a)	any	election	under	Financial	Accounting	Standards	Board	Accounting	Standards	Codification
	
825	(or	any	other	Financial	Accounting	Standard	having	a	similar	result	or	effect)	to	value	any	Indebtedness	or	other	liabilities	of


key: chroma:document
string_value:
the	Borrower	or	any	Subsidiary	at	“fair	value”,	as	defined	therein	and	(b)	any	treatment	of	Indebtedness	under	Accounting
	
Standards	Codification	470-20	or	2015-03	(or	any	other	Accounting	Standards	Codification	or	Financial	Accounting	Standard
	
having	a	similar	result	or	effect)	to	value	any	such	Indebtedness	in	a	reduced	or	bifurcated	manner	as	described	therein,	and	such
	
Indebtedness	shall	at	all	times	be	valued	at	the	full	stated	principal	amount	thereof.
SECTION	1.05.		
Currency	Equivalents	Generally
.		(a)	If	more	than	one	currency	or	currency	unit	are	at	the	same
	
time	recognized	by	the	central	bank	of	any	country	as	the	lawful	currency	of	that	country,	then	(i)	any	reference	in	this	Agreement
	
to,	and	any	obligations	arising	under	this	Agreement	in,	the	currency	of	that	country	shall	be	translated	into	or	paid	in	the	currency
	
or	currency	unit	of	that	country	designated	by	the	Administrative	Agent	and	(ii)	any	translation	from	one	currency	or	currency	unit
	
to	another	shall	be	at	the	official	rate	of	exchange	recognized	by	the	central	bank	for	conversion	of	that	currency	or	currency	unit
	
into	the	other,	rounded	to	the	nearest	thousandth	by	the	Administrative	Agent	as	it	reasonably	deems	appropriate.
(b)	
If	a	change	in	any	currency	of	a	country	occurs,	this	Agreement	shall	be	amended	(and	each	party	hereto
	
agrees	to	enter	into	any	supplemental	agreements	necessary	to	effect	any	such	amendment)	to	the	extent	that	the	Administrative


key: chroma:document
string_value:
Agent	and	the	Borrower	reasonably	determine	such	amendment	to	be	necessary	to	reflect	the	change	in	currency	and	to	put	the
	
Lenders	in	the	same	position,	so	far	as	possible,	that	they	would	have	been	in	if	no	change	in	currency	had	occurred.
SECTION	1.06.		
Interest	Rates
.		The	Administrative	Agent	does	not	warrant	or	accept	any	responsibility	for,	and
	
shall	not	have	any	liability	with	respect	to	(a)	the	continuation	of,	administration	of,	submission	of,	calculation	of	or	any	other
	
matter	related	to	ABR,	the	Term	SOFR	Reference	Rate,	Adjusted	Term	SOFR	Rate,	Term	SOFR,	Adjusted	EURIBOR	Rate,
	
EURIBOR,	the	Daily	Simple	SONIA,	SONIA	or	any	component	definition	thereof	or	rates	referred	to	in	the	definition	thereof,	or	any
	
alternative,	successor	or	replacement	rate	thereto	(including	any	Benchmark	Replacement),	including	whether	the	composition	or
	
characteristics	of	any	such	alternative,	successor	or	replacement	rate	(including	any	Benchmark	Replacement)	will	be	similar	to,	or
	
produce	the	same	value	or	economic	equivalence	of,	or	have	the	same	volume	or	liquidity	as,	ABR,	the	Term	SOFR	Reference	Rate,
	
Adjusted	Term	SOFR	Rate,	Term	SOFR,	Adjusted	EURIBOR	Rate,	EURIBOR,	the	Daily	Simple	SONIA,	SONIA	or	any	other
	
Benchmark	prior	to	its	discontinuance	or	unavailability	or	(b)	the	effect,	implementation	or	composition	of	any	Conforming
	
Changes.		The	Administrative	Agent	and	its	affiliates
	
36


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or	other	related	entities	may	engage	in	transactions	that	affect	the	calculation	of	ABR,	the	Term	SOFR	Reference	Rate,	Term	SOFR,
	
Adjusted	Term	SOFR	Rate,	Adjusted	EURIBOR	Rate,	EURIBOR,	the	Daily	Simple	SONIA,	SONIA	any	alternative,	successor	or
	
replacement	rate	(including	any	Benchmark	Replacement)	or	any	relevant	adjustments	thereto,	in	each	case,	in	a	manner	adverse
	
to	the	Borrower.		The	Administrative	Agent	may	select	information	sources	or	services	in	its	reasonable	discretion	to	ascertain	ABR,
	
the	Term	SOFR	Reference	Rate,	Term	SOFR,	Adjusted	Term	SOFR	Rate,	Adjusted	EURIBOR	Rate,	EURIBOR,	the	Daily	Simple
	
SONIA,	SONIA	or	any	other	Benchmark,	any	component	definition	thereof	or	rates	referred	to	in	the	definition	thereof,	in	each	case
	
pursuant	to	the	terms	of	this	Agreement,	and	shall	have	no	liability	to	the	Borrower,	any	Lender	or	any	other	person	or	entity	for
	
damages	of	any	kind,	including	direct	or	indirect,	special,	punitive,	incidental	or	consequential	damages,	costs,	losses	or	expenses
	
(whether	in	tort,	contract	or	otherwise	and	whether	at	law	or	in	equity),	for	any	error	or	calculation	of	any	such	rate	(or	component
	
thereof)	provided	by	any	such	information	source	or	service.
SECTION	1.07.		
Divisions
.		For	all	purposes	under	this	Agreement,	in	connection	with	any	division	or	plan	of
	
division	under	Delaware	law	(or	any	comparable	event	under	a	different	jurisdiction’s	laws):	(a)	if	any	asset,	right,	obligation	or


key: chroma:document
string_value:
liability	of	any	Person	becomes	the	asset,	right,	obligation	or	liability	of	a	different	Person,	then	it	shall	be	deemed	to	have	been
	
transferred	from	the	original	Person	to	the	subsequent	Person	and	(b)	if	any	new	Person	comes	into	existence,	such	new	Person
	
shall	be	deemed	to	have	been	organized	and	acquired	on	the	first	date	of	its	existence	by	the	holders	of	its	Equity	Interests	at	such
	
time.
Article	II
The	Credits
SECTION	2.01.		
Commitments
.		Subject	to	the	terms	and	conditions	set	forth	herein,	each	Lender	severally	and
	
not	jointly	agrees	to	make	revolving	loans	denominated	in	Dollars,	Euros	and	Pounds	Sterling	(the	“
Loans
”)	to	the	Borrower	from
	
time	to	time	during	the	Availability	Period	in	an	aggregate	principal	amount	that	will	not	result	in	(x)	such	Lender’s	Credit
	
Exposure	exceeding	such	Lender’s	Commitment	or	(y)	the	Total	Credit	Exposure	exceeding	the	total	Commitments.		Within	the
	
foregoing	limits	and	subject	to	the	terms	and	conditions	set	forth	herein,	the	Borrower	may	borrow,	prepay	and	reborrow	Loans.
		
No	portion	of	the	Loan	will	be	funded	(initially	or	through	participation,	assignment,	transfer	or	securitization)	with	plan	assets	of
	
any	Benefit	Plan	if	it	would	cause	the	Borrower	to	incur	any	prohibited	transaction	excise	tax	penalties	under	Section	4975	of	the
	
Code	or	otherwise	result	in	a	non-exempt	prohibited	transaction.
	
SECTION	2.02.		
Loans	and	Borrowings
.		(a)		Each	Loan	shall	be	made	as	part	of	a	Borrowing	consisting	of	Loans


key: chroma:document
string_value:
made	by	the	Lenders	ratably	in	accordance	with	their	respective	Commitments.		The	failure	of	any	Lender	under	the	Facility	to
	
make	any	Loan	required	to	be	made	by	it	shall	not	relieve	any	other	Lender	under	the	Facility	of	its	obligations	hereunder;	
provided
	
that	the	Commitments	of	the	Lenders	are	several	and	no	Lender	shall	be	responsible	for	any	other	Lender’s	failure	to	make	Loans
	
as	required.
37


key: chroma:document
string_value:
(b)	
Subject	to	
Section	2.13
	and	
Section	2.21
,	(i)	each	Borrowing	denominated	in	Dollars	shall	be	available	in	the
	
Funding	Office	and	consist	entirely	of	ABR	Loans	or	Term	Benchmark	Loans	bearing	interest	at	the	Adjusted	Term	SOFR	Rate,	(ii)
	
each	Borrowing	denominated	in	Pounds	Sterling	shall	be	available	in	the	Funding	Office	and	consist	entirely	of	SONIA	Loans	and
	
(iii)	each	Borrowing	denominated	in	Euros	shall	be	available	in	the	Funding	Office	and	consist	entirely	of	Term	Benchmark	Loans
	
bearing	interest	at	the	Adjusted	EURIBOR	Rate.		Each	Lender	at	its	option	may	make	any	Loan	by	causing	any	domestic	or	foreign
	
branch	or	Affiliate	of	such	Lender	to	make	such	Loan;	
provided
	that	(i)	any	exercise	of	such	option	shall	not	affect	the	obligation	of
	
the	Borrower	to	repay	such	Loan	in	accordance	with	the	terms	of	this	Agreement	and	(ii)	any	such	domestic	or	foreign	branch	or
	
Affiliate	of	such	Lender	shall	not	be	entitled	to	request	compensation	under	
Section	2.14
	at	the	time	such	Loan	is	made.
(c)	
At	the	commencement	of	each	Interest	Period	for	any	Term	Benchmark	Borrowing,	such	Borrowing	shall	be
	
in	an	aggregate	amount	that	is	an	integral	multiple	of	$1,000,000	(and	not	less	than	$10,000,000)	(in	the	case	of	Euros,	an	integral
	
multiple	of	€1,000,000	and	not	less	than	€10,000,000).		At	the	time	that	each	ABR	Borrowing	is	made,	such	Borrowing	shall	be	in


key: chroma:document
string_value:
an	aggregate	amount	that	is	an	integral	multiple	of	$1,000,000	and	not	less	than	$1,000,000;	
provided
	that	an	ABR	Borrowing	may
	
be	in	an	aggregate	amount	that	is	equal	to	the	entire	unused	balance	of	the	total	Commitments.		At	the	time	that	each	SONIA
	
Borrowing	is	made,	such	Borrowing	shall	be	in	an	aggregate	amount	that	is	an	integral	multiple	of	£1,000,000	and	not	less	than
	
£10,000,000.		Borrowings	of	more	than	one	Type	may	be	outstanding	at	the	same	time;	
provided
	that	there	shall	not	at	any	time	be
	
more	than	a	total	of	10	Borrowings.
(d)	
Notwithstanding	any	other	provision	of	this	Agreement,	the	Borrower	shall	not	be	entitled	to	request,	or	to
	
elect	to	convert	or	continue,	any	Borrowing	if	the	Interest	Period	requested	with	respect	thereto	would	end	after	the	Maturity	Date.
	
(e)	
The	Borrower	may	from	time	to	time	elect	to	increase	the	Commitments	of	the	Facility	in	a	minimum	amount
	
of	$25,000,000	in	respect	of	the	Facility	so	long	as,	after	giving	effect	thereto,	the	aggregate	amount	of	the	Commitments	of	the
	
Facility	does	not	exceed	$7,000,000,000.		The	Borrower	may	arrange	for	any	such	increase	to	be	provided	by	one	or	more	Lenders
	
with	a	Commitment	in	the	Facility	(each	Lender	so	agreeing	to	an	increase	in	its	Commitment,	an	“
Increasing	Lender
”;	it	being
	
understood	and	agreed	that	each	Lender	of	the	Facility	approached	to	provide	any	such	increase	shall	have	the	right,	but	not	the


key: chroma:document
string_value:
obligation,	to	provide	such	increase),	or	by	one	or	more	banks,	financial	institutions	or	other	entities	(each	such	bank,	financial
	
institution	or	other	entity,	an	“
Augmenting	Lender
”),	to	increase	their	existing	Commitments	in	respect	of	the	Facility,	or	extend
	
Commitments	in	respect	of	the	Facility,	as	the	case	may	be;	
provided
	that	(i)	each	Augmenting	Lender,	shall	be	subject	to	the
	
approval	of	the	Borrower	and	the	Administrative	Agent	(not	to	be	unreasonably	withheld	or	delayed)	and	(ii)	(x)	in	the	case	of	an
	
Increasing	Lender,	the	Borrower	and	such	Increasing	Lender	execute	an	agreement	substantially	in	the	form	of	
Exhibit	C
	hereto
	
and	(y)	in	the	case	of	an	Augmenting	Lender,	the	Borrower	and	such	Augmenting	Lender	execute	an	agreement	substantially	in	the
	
form	of	
Exhibit	D
	hereto.		Increases	and	new	Commitments	created	pursuant	to	this	
paragraph	(e)
	shall	become	effective	on	the
	
date	agreed	by	the	Borrower,	the	Administrative	Agent	and	the	relevant	Lenders	with	a	Commitment	in	the	Facility	and	the
	
Administrative	Agent	shall	notify	each	affected	Lender	thereof;	
provided
	that	no	increase	in	the	Commitments	created	pursuant	to
	
this	
paragraph	(e)
	shall	become	effective	less	than	three	(3)	Business	Days	prior	to	the	Maturity	Date.		Notwithstanding	the
	
foregoing,	no	increase	in	the	Commitments	(or	in	the	Commitment	of	any	Lender),	shall	become	effective	under	this	
paragraph	(e)
	
unless,	(i)	on	the	proposed	date	of	the	effectiveness	of	such	increase,	the	conditions	set	forth	in	
Sections	4.02(a)
	and	
(b)


key: chroma:document
string_value:
Sections	4.02(a)
	and	
(b)
	shall	be
	
satisfied	or	waived	by	the	Required	Lenders	with	a	Commitment	in	the	Facility	and	the	Administrative	Agent	shall	have	received	a
	
certificate	to	that	effect	dated	such	date	and	executed	by	an	Authorized	Officer	of	the	Borrower	and	(ii)	the	Administrative	Agent
	
shall	have	received
	
38


key: chroma:document
string_value:
documents	consistent	with	those	delivered	on	the	Effective	Date	under	
Section	4.01
	as	to	the	corporate	power	and	authority	of	the
	
Borrower	to	borrow	hereunder	after	giving	effect	to	such	increase.		On	the	effective	date	of	any	increase	in	the	Commitments	of	the
	
Facility,	(i)	each	relevant	Increasing	Lender	with	a	Commitment	in	the	Facility	and	Augmenting	Lender	with	a	Commitment	in	the
	
Facility	shall	make	available	to	the	Administrative	Agent	such	amounts	in	immediately	available	funds	as	the	Administrative	Agent
	
shall	determine,	for	the	benefit	of	the	other	relevant	Lenders	in	the	Facility,	as	being	required	in	order	to	cause,	after	giving	effect
	
to	such	increase	and	the	use	of	such	amounts	to	make	payments	to	such	other	relevant	Lenders	in	the	Facility,	each	Lender’s
	
portion	of	the	outstanding	Loans	under	the	Facility	of	all	the	Lenders	with	Commitments	in	the	Facility	to	equal	its	Applicable
	
Percentage	of	such	outstanding	Loans	under	the	Facility,	(ii)	the	Lenders	shall	purchase	and	assume	(without	recourse	or	warranty)
	
from	the	Lenders	undivided	participation	interests	in	any	outstanding	LC	Exposure	to	the	extent	necessary	to	ensure	that	after
	
giving	effect	to	any	such	increase	in	the	Commitments	of	the	Facility,	each	Lender	has	outstanding	Loans	and	participation
	
interests	in	outstanding	LC	Exposure	equal	to	its	Applicable	Percentage	and	(iii)	the	Borrower	shall	be	deemed	to	have	repaid	and
	
re-borrowed	all	outstanding	Loans	of	the	Facility	as	of	the	date	of	any	increase	in	the	Commitments	of	the	Facility	(with	such	re-


key: chroma:document
string_value:
borrowing	to	consist	of	the	Types	of	Loans,	with	related	Interest	Periods	if	applicable,	specified	in	a	notice	delivered	by	the
	
Borrower	in	accordance	with	the	requirements	of	
Section	2.03
).		The	deemed	payments	made	pursuant	to	
clause	(iii)
	of	the
	
immediately	preceding	sentence	in	respect	of	any	Term	Benchmark	Loan	or	SONIA	Loan	shall	be	subject	to	indemnification	by	the
	
Borrower	pursuant	to	the	provisions	of	
Section	2.15
	if	the	deemed	payment	occurs	other	than	on	the	last	day	of	the	related	Interest
	
Periods.
		
SECTION	2.03.		
Requests	for	Borrowings
.		To	request	a	Borrowing,	the	Borrower	shall	notify	the	Administrative
	
Agent	of	such	request	by	telephone	(a)	in	the	case	of	an	ABR	Borrowing,	not	later	than	11:00	a.m.,	New	York	City	time,	on	the
	
Business	Day	of	the	proposed	ABR	Borrowing,	(b)	in	the	case	of	a	Term	Benchmark	Borrowing	denominated	in	Dollars,	not	later
	
than	1:00	p.m.,	New	York	City	time,	three	(3)	Business	Days	before	the	date	of	the	proposed	Term	Benchmark	Borrowing,	(c)	in	the
	
case	of	a	SONIA	Borrowing,	not	later	than	1:00	p.m.,	London	time,	five	(5)	Business	Days	before	the	date	of	the	proposed	SONIA
	
Borrowing	and	(d)	in	the	case	of	a	Term	Benchmark	Borrowing	denominated	in	Euros,	not	later	than	1:00	p.m.,	London	time,	three
	
(3)	Business	Days	before	the	date	of	the	proposed	Term	Benchmark	Borrowing.		Each	such	telephonic	Borrowing	Request	shall	be


key: chroma:document
string_value:
irrevocable	and	shall	be	confirmed	promptly	by	hand	delivery	or	facsimile	(or	in	any	other	manner	approved	pursuant	to	
Section
	
9.01(b)
)	to	the	Administrative	Agent	in	the	Funding	Office	of	a	written	Borrowing	Request	in	the	form	of	
Exhibit	E
	hereto	(except	as
	
otherwise	agreed	by	the	Administrative	Agent	and	the	Borrower)	signed	by	the	Borrower.		Each	such	telephonic	and	written
	
Borrowing	Request	shall	specify	the	following	information	in	compliance	with	
Section	2.02
:
(i)	the	aggregate	amount	of	the	requested	Borrowing;
(ii)	
the	date	of	such	Borrowing,	which	shall	be	a	Business	Day;
(iii)	
the	Agreed	Currency	of	the	requested	Borrowing;
(iv)	
whether	such	Borrowing	is	to	be	an	ABR	Borrowing,	a	Term	Benchmark	Borrowing	or	a	SONIA	Borrowing;
(v)	
in	the	case	of	a	Term	Benchmark	Borrowing,	the	initial	Interest	Period	to	be	applicable	thereto,	which	shall	be
	
a	period	contemplated	by	the	definition	of	the	term	“Interest	Period”;	and
	
(vi)	
the	location	and	number	of	the	Borrower’s	account	to	which	funds	are	to	be	disbursed,	which	shall	comply	with
	
the	requirements	of	
Section	2.06
.
39


key: chroma:document
string_value:
If	no	election	as	to	the	Type	of	any	Borrowing	denominated	in	Dollars	in	the	Funding	Office	is	specified,	then	the	requested
	
Borrowing	shall	be	an	ABR	Borrowing.		If	no	Interest	Period	is	specified	with	respect	to	any	requested	Term	Benchmark	Borrowing,
	
then	the	Borrower	shall	be	deemed	to	have	selected	an	Interest	Period	of	one	month’s	duration.		Promptly	following	receipt	of	a
	
Borrowing	Request	in	accordance	with	this	
Section	2.03
,	the	Administrative	Agent	shall	advise	each	Lender	of	the	details	thereof
	
and	of	the	amount	of	such	Lender’s	Loan	to	be	made	as	part	of	the	requested	Borrowing.
		
SECTION	2.04.		
Letters	of	Credit.
		
(a)	
General
.		Subject	to	the	terms	and	conditions	set	forth	herein,	the	Borrower	may	request	the	issuance	of
	
Letters	of	Credit	denominated	in	Dollars	as	the	applicant	thereof	for	the	support	of	its	or	its	Subsidiaries’	obligations,	in	a	form
	
reasonably	acceptable	to	the	Administrative	Agent	and	each	relevant	Issuing	Bank,	at	any	time	and	from	time	to	time	during	the
	
Availability	Period.		In	the	event	of	any	inconsistency	between	the	terms	and	conditions	of	this	Agreement	and	the	terms	and
	
conditions	of	any	Letter	of	Credit	Agreement,	the	terms	and	conditions	of	this	Agreement	shall	control.	Notwithstanding	anything
	
herein	to	the	contrary,	no	Issuing	Bank	shall	have	any	obligation	hereunder	to	issue,	and	shall	not	issue,	any	Letter	of	Credit	the
	
proceeds	of	which	would	be	made	available	to	any	Person	(i)	to	fund	any	activity	or	business	of	or	with	any	Sanctioned	Person,	or	in


key: chroma:document
string_value:
any	Sanctioned	Country,	(ii)	in	any	manner	that	would	result	in	a	violation	of	any	Sanctions	by	any	party	to	this	Agreement	or	(iii)	in
	
any	manner	that	would	result	in	a	violation	of	one	or	more	policies	of	such	Issuing	Bank	applicable	to	letters	of	credit	generally.	An
	
Issuing	Bank	shall	be	under	no	obligation	to	issue	any	Letter	of	Credit	if	any	order,	judgment	or	decree	of	any	Governmental
	
Authority	or	arbitrator	shall	by	its	terms	purport	to	enjoin	or	restrain	such	Issuing	Bank	from	issuing	such	Letter	of	Credit,	or	any
	
law	applicable	to	such	Issuing	Bank	or	any	directive	(whether	or	not	having	the	force	of	law)	from	any	Governmental	Authority	with
	
jurisdiction	over	such	Issuing	Bank	shall	prohibit,	or	direct	that	such	Issuing	Bank	refrain	from,	the	issuance	of	letters	of	credit
	
generally	or	such	Letter	of	Credit	in	particular	or	shall	impose	upon	such	Issuing	Bank	with	respect	to	such	Letter	of	Credit	any
	
restriction,	reserve	or	capital	requirement	(for	which	such	Issuing	Bank	is	not	otherwise	compensated	hereunder)	not	in	effect	on
	
the	Effective	Date,	or	shall	impose	upon	such	Issuing	Bank	any	unreimbursed	loss,	cost	or	expense	which	was	not	applicable	on	the
	
Effective	Date	(for	which	such	Issuing	Bank	is	not	otherwise	compensated	hereunder).	No	Issuing	Bank	shall	have	any	obligation
	
hereunder	to	issue	any	Letter	of	Credit	other	than	a	standby	Letter	of	Credit,	unless	such	Issuing	Bank	shall	so	agree.
(b)


key: chroma:document
string_value:
(b)	
Notice	of	Issuance,	Amendment,	Renewal,	Extension;	Certain	Conditions
.		To	request	the	issuance	of	a	Letter
	
of	Credit	(or	the	amendment,	renewal	or	extension	of	an	outstanding	Letter	of	Credit),	the	Borrower	shall	hand	deliver	or	telecopy
	
(or	transmit	by	electronic	communication,	if	arrangements	for	doing	so	have	been	approved	by	the	applicable	Issuing	Bank)	to	any
	
Issuing	Bank	and	the	Administrative	Agent	(reasonably	in	advance	of	the	requested	date	of	issuance,	amendment,	renewal	or
	
extension,	but	in	any	event	no	less	than	three	(3)	Business	Days)	a	notice	requesting	the	issuance	of	a	Letter	of	Credit,	or
	
identifying	the	Letter	of	Credit	to	be	amended,	renewed	or	extended,	and	specifying	(A)	the	date	of	issuance,	amendment,	renewal
	
or	extension	(which	shall	be	a	Business	Day),	(B)	the	date	on	which	such	Letter	of	Credit	is	to	expire	(which	shall	comply	with
	
Section	2.04(c)
),	(C)	the	Stated	Amount	of	such	Letter	of	Credit,	(D)	the	Borrower	as	the	account	party	and,	if	desired	by	the
	
Borrower,	one	or	more	Subsidiaries	as	additional	account	parties	and	(E)	the	name	and	address	of	the	beneficiary	thereof	and	such
	
other	information	as	shall	be	necessary	to	prepare,	amend,	renew	or	extend	such	Letter	of	Credit.		In	addition,	as	a	condition	to	any
	
such	Letter	of	Credit	issuance,	the	Borrower	shall	have	entered	into	a	continuing	agreement	(or	other	letter	of	credit	agreement)


key: chroma:document
string_value:
for	the	issuance	of	letters	of	credit	and/or	shall	submit	a	letter	of	credit	application,	in	each	case,	as	required	by	the	applicable
	
Issuing	Bank	and	using	such	bank’s	standard	form	(each,	a	“
Letter	of	Credit	Agreement
”).		A	Letter	of	Credit	shall	be	issued,
	
amended,	renewed	or	extended	only	if	(and	upon	issuance,	amendment,	renewal	or	extension	of	each	Letter	of	Credit	the	Borrower
	
shall	be	deemed	to	represent	and	warrant	that),	after
	
40


key: chroma:document
string_value:
giving	effect	to	such	issuance,	amendment,	renewal	or	extension	(i)	(x)	the	aggregate	undrawn	amount	of	all	outstanding	Letters	of
	
Credit	issued	by	an	Issuing	Bank	at	such	time,	
plus
	(y)	the	aggregate	amount	of	all	LC	Disbursements	made	by	such	Issuing	Bank
	
that	have	not	yet	been	reimbursed	by	or	on	behalf	of	the	Borrower	at	such	time	shall	not	exceed	its	Letter	of	Credit	Commitment,
	
(ii)	the	LC	Exposure	shall	not	exceed	the	total	Letter	of	Credit	Commitments,	(iii)	no	Lender’s	Credit	Exposure	shall	exceed	its
	
Commitment	and	(iv)	the	Total	Credit	Exposure	shall	not	exceed	the	total	Commitments.		The	Borrower	may,	at	any	time	and	from
	
time	to	time,	reduce	the	Letter	of	Credit	Commitment	of	any	Issuing	Bank	with	the	consent	of	such	Issuing	Bank;	
provided
	that	the
	
Borrower	shall	not	reduce	the	Letter	of	Credit	Commitment	of	any	Issuing	Bank	if,	after	giving	effect	of	such	reduction,	the
	
conditions	set	forth	in	
clauses	(i)
	through	
(iv)
	above	shall	not	be	satisfied.
(c)	
Expiration	Date
.		Each	Letter	of	Credit	shall	expire	(or	be	subject	to	termination	by	notice	from	an	Issuing
	
Bank	to	the	beneficiary	thereof)	at	or	prior	to	the	close	of	business	on	the	earlier	of	(i)	the	date	one	(1)	year	after	the	date	of	the
	
issuance	of	such	Letter	of	Credit	(or,	in	the	case	of	any	renewal	or	extension	thereof,	one	year	after	the	then-current	expiration	date


key: chroma:document
string_value:
at	the	time	of	such	renewal	or	extension)	and	(ii)	the	date	that	is	five	(5)	Business	Days	prior	to	the	Maturity	Date;	
provided
	that
	
any	Letter	of	Credit	with	a	one-year	tenor	may	provide	for	the	renewal	thereof	for	additional	one-year	periods	(which	shall	in	no
	
event	extend	beyond	the	date	referred	to	in	
clause	(ii)
).
(d)	
Participations
.		By	the	issuance	of	a	Letter	of	Credit	(or	an	amendment	to	a	Letter	of	Credit	increasing	the
	
amount	thereof)	and	without	any	further	action	on	the	part	of	the	applicable	Issuing	Bank	or	the	Lenders,	such	Issuing	Bank	hereby
	
grants	to	each	Lender,	and	each	Lender	hereby	acquires	from	such	Issuing	Bank,	a	participation	in	such	Letter	of	Credit	equal	to
	
such	Lender’s	Applicable	Percentage	of	the	aggregate	amount	available	to	be	drawn	under	such	Letter	of	Credit.		In	consideration
	
and	in	furtherance	of	the	foregoing,	each	Lender	hereby	absolutely	and	unconditionally	agrees	to	pay	to	the	Administrative	Agent,
	
for	the	account	of	the	applicable	Issuing	Bank,	such	Lender’s	Applicable	Percentage	of	each	LC	Disbursement	made	by	such	Issuing
	
Bank	and	not	reimbursed	by	the	Borrower	on	the	date	due	as	provided	in	
Section	2.04(e)
,	or	of	any	reimbursement	payment
	
required	to	be	refunded	to	the	Borrower	for	any	reason.		Each	Lender	acknowledges	and	agrees	that	its	obligation	to	acquire
	
participations	pursuant	to	this	
paragraph	(d)
	in	respect	of	Letters	of	Credit	is	absolute	and	unconditional	and	shall	not	be	affected


key: chroma:document
string_value:
by	any	circumstance	whatsoever,	including	any	amendment,	renewal	or	extension	of	any	Letter	of	Credit	or	the	occurrence	and
	
continuance	of	a	Default	or	reduction	or	termination	of	the	Commitments,	and	that	each	such	payment	shall	be	made	without	any
	
offset,	abatement,	withholding	or	reduction	whatsoever.
(e)	
Reimbursement
.		If	an	Issuing	Bank	shall	make	any	LC	Disbursement	in	respect	of	a	Letter	of	Credit,	the
	
Borrower	shall	reimburse	such	LC	Disbursement	by	paying	to	the	Administrative	Agent	in	Dollars	such	LC	Disbursement,	calculated
	
as	of	the	date	the	Issuing	Bank	made	such	LC	Disbursement	not	later	than	12:00	noon,	New	York	City	time,	on	the	first	(1
st
)
	
Business	Day	immediately	following	the	date	that	such	LC	Disbursement	is	made;	
provided
	that,	if	such	LC	Disbursement	is	not	less
	
than	$1,000,000,	the	Borrower	may,	subject	to	the	conditions	to	borrowing	set	forth	herein,	request	in	accordance	with	
Section
	
2.03
	that	such	payment	be	financed	with	a	Dollar	denominated	ABR	Loan	on	the	date	on	which	such	drawing	is	honored	and	in	an
	
amount	equal	to	the	amount	of	such	drawing	and,	to	the	extent	so	financed,	the	Borrower’s	obligation	to	make	such	payment	shall
	
be	discharged	and	replaced	by	the	resulting	ABR	Borrowing.		If	the	Borrower	fails	to	make	such	payment	when	due,	the
	
Administrative	Agent	shall	notify	each	Lender	of	the	applicable	LC	Disbursement,	the	payment	then	due	from	the	Borrower	in


key: chroma:document
string_value:
respect	thereof	and	such	Lender’s	Applicable	Percentage	thereof.		Promptly	following	receipt	of	such	notice,	each	Lender	shall	pay
	
to	the	Administrative	Agent	its	Applicable	Percentage	of	the	payment	then	due	from	the	Borrower,	in	the	same	manner	as	provided
	
in	
Section	2.06
	with	respect	to	Loans	made	by	such	Lender	(and	
Section	2.06
	shall	apply,	
mutatis	mutandis
,	to	the	payment
	
obligations	of	the	Lenders),	and	the	Administrative	Agent	shall	promptly	pay	to	the	applicable	Issuing	Bank	the
	
41


key: chroma:document
string_value:
amounts	so	received	by	it	from	the	Lenders.		Promptly	following	receipt	by	the	Administrative	Agent	of	any	payment	from	the
	
Borrower	pursuant	to	this	
paragraph	(e)
,	the	Administrative	Agent	shall	distribute	such	payment	to	the	applicable	Issuing	Bank	or,
	
to	the	extent	that	Lenders	have	made	payments	pursuant	to	this	
paragraph	(e)
	to	reimburse	the	applicable	Issuing	Bank,	then	to
	
such	Lenders	and	the	applicable	Issuing	Bank	as	their	interests	may	appear.		Any	payment	made	by	a	Lender	pursuant	to	this
	
paragraph	(e)
	to	reimburse	an	Issuing	Bank	for	any	LC	Disbursement	(other	than	the	funding	of	ABR	Loans	as	contemplated	above)
	
shall	not	constitute	a	Loan	and	shall	not	relieve	the	Borrower	of	its	obligation	to	reimburse	such	LC	Disbursement.
	
(f)	
Obligations	Absolute
.		The	Borrower’s	obligation	to	reimburse	LC	Disbursements	as	provided	in	
Section
	
2.04(e)
	shall	be	absolute,	unconditional	and	irrevocable,	and	shall	be	performed	strictly	in	accordance	with	the	terms	of	this
	
Agreement	under	any	and	all	circumstances	whatsoever	and	irrespective	of	(i)	any	lack	of	validity	or	enforceability	of	any	Letter	of
	
Credit,	any	Letter	of	Credit	Agreement	or	this	Agreement,	or	any	term	or	provision	therein,	(ii)	any	draft	or	other	document
	
presented	under	a	Letter	of	Credit	proving	to	be	forged,	fraudulent	or	invalid	in	any	respect	or	any	statement	therein	being	untrue


key: chroma:document
string_value:
or	inaccurate	in	any	respect,	(iii)	payment	by	an	Issuing	Bank	under	a	Letter	of	Credit	against	presentation	of	a	draft	or	other
	
document	that	does	not	comply	with	the	terms	of	such	Letter	of	Credit	or	(iv)	any	other	event	or	circumstance	whatsoever,	whether
	
or	not	similar	to	any	of	the	foregoing,	that	might,	but	for	the	provisions	of	this	
Section	2.04
,	constitute	a	legal	or	equitable
	
discharge	of,	or	provide	a	right	of	setoff	against,	the	Borrower’s	obligations	hereunder.		Neither	the	Administrative	Agent,	the
	
Lenders	nor	the	Issuing	Banks,	nor	any	of	their	Related	Parties,	shall	have	any	liability	or	responsibility	by	reason	of	or	in
	
connection	with	the	issuance	or	transfer	of	any	Letter	of	Credit	or	any	payment	or	failure	to	make	any	payment	thereunder
	
(irrespective	of	any	of	the	circumstances	referred	to	in	the	preceding	sentence),	or	any	error,	omission,	interruption,	loss	or	delay
	
in	transmission	or	delivery	of	any	draft,	notice	or	other	communication	under	or	relating	to	any	Letter	of	Credit	(including	any
	
document	required	to	make	a	drawing	thereunder),	any	error	in	interpretation	of	technical	terms	or	any	consequence	arising	from
	
causes	beyond	the	control	of	the	Issuing	Banks.		The	parties	hereto	expressly	agree	that,	in	the	absence	of	gross	negligence	or
	
willful	misconduct	on	the	part	of	an	Issuing	Bank	(as	finally	determined	by	a	court	of	competent	jurisdiction	in	a	final	non-
appealable	ruling),	such	Issuing	Bank	shall	be	deemed	to	have	exercised	care	in	each	such	determination.		In	furtherance	of	the


key: chroma:document
string_value:
foregoing	and	without	limiting	the	generality	thereof,	the	parties	agree	that,	with	respect	to	documents	presented	which	appear	on
	
their	face	to	be	in	substantial	compliance	with	the	terms	of	a	Letter	of	Credit,	each	Issuing	Bank	may,	in	its	sole	discretion,	either
	
accept	and	make	payment	upon	such	documents	without	responsibility	for	further	investigation,	regardless	of	any	notice	or
	
information	to	the	contrary,	or	refuse	to	accept	and	make	payment	upon	such	documents	if	such	documents	are	not	in	strict
	
compliance	with	the	terms	of	such	Letter	of	Credit.
(g)	
Disbursement	Procedures
.		Each	Issuing	Bank	shall,	within	the	period	stipulated	by	terms	and	conditions	of
	
the	applicable	Letter	of	Credit,	examine	all	documents	purporting	to	represent	a	demand	for	payment	under	such	Letter	of	Credit.
		
The	applicable	Issuing	Bank	shall	promptly	notify	the	Administrative	Agent	and	the	Borrower	by	telecopy	or	electronic	mail	of	such
	
demand	for	payment	and	whether	such	Issuing	Bank	has	made	or	will	make	an	LC	Disbursement	thereunder;	
provided
	that	any
	
failure	to	give	or	delay	in	giving	such	notice	shall	not	relieve	the	Borrower	of	its	obligation	to	reimburse	such	Issuing	Bank	and	the
	
Lenders	with	respect	to	any	such	LC	Disbursement.
(h)	
Interim	Interest
.		If	an	Issuing	Bank	shall	make	any	LC	Disbursement,	then,	unless	the	Borrower	shall
	
reimburse	such	LC	Disbursement	in	full	on	the	date	such	LC	Disbursement	is	made,	the	unpaid	amount	thereof	shall	bear	interest,


key: chroma:document
string_value:
for	each	day	from	and	including	the	date	such	LC	Disbursement	is	made	to	but	excluding	the	date	that	the	reimbursement	is	due
	
and	payable	at	the	rate	
per	annum
	then	applicable	to	ABR	Loans;	
provided
	that,	if	the	Borrower	fails	to	reimburse	such	LC
	
Disbursement	when	due	pursuant	to	
Section	2.04(e)
,	then	
Section	2.12(e)
	shall	apply.		Interest	accrued
	
42


key: chroma:document
string_value:
pursuant	to	this	
paragraph	(h)
	shall	be	for	the	account	of	the	applicable	Issuing	Bank,	except	that	interest	accrued	on	and	after	the
	
date	of	payment	by	any	Lender	pursuant	to	
Section	2.04(e)
	to	reimburse	such	Issuing	Bank	shall	be	for	the	account	of	such	Lender
	
to	the	extent	of	such	payment.
(i)	
Replacement	of	the	Issuing	Bank
.		(i)	An	Issuing	Bank	may	be	replaced	at	any	time	by	written	agreement
	
among	the	Borrower,	the	Administrative	Agent,	the	replaced	Issuing	Bank	and	the	successor	Issuing	Bank.		The	Administrative
	
Agent	shall	notify	the	Lenders	of	any	such	replacement	of	an	Issuing	Bank.		At	the	time	any	such	replacement	shall	become
	
effective,	the	Borrower	shall	pay	all	unpaid	fees	accrued	for	the	account	of	the	replaced	Issuing	Bank	pursuant	to	
Section	2.11(b)
.
		
From	and	after	the	effective	date	of	any	such	replacement,	(x)	the	successor	Issuing	Bank	shall	have	all	the	rights	and	obligations	of
	
Issuing	Banks	under	this	Agreement	with	respect	to	Letters	of	Credit	to	be	issued	thereafter	and	(y)	references	herein	to	the	term
	
“Issuing	Bank”	shall	be	deemed	to	refer	to	such	successor	or	to	any	previous	Issuing	Banks,	or	to	such	successor	and	all	previous
	
Issuing	Banks,	as	the	context	shall	require.		After	the	replacement	of	an	Issuing	Bank	hereunder,	the	replaced	Issuing	Bank	shall
	
remain	a	party	hereto	and	shall	continue	to	have	all	the	rights	and	obligations	of	an	Issuing	Bank	under	this	Agreement	with


key: chroma:document
string_value:
respect	to	Letters	of	Credit	issued	by	it	prior	to	such	replacement,	but	shall	not	be	required	to	issue	additional	Letters	of	Credit.
(ii)	Subject	to	the	appointment	and	acceptance	of	a	successor	Issuing	Bank,	any	Issuing	Bank	may	resign	as	an
	
Issuing	Bank	at	any	time	upon	thirty	(30)	days’	prior	written	notice	to	the	Administrative	Agent,	the	Borrower	and	the
	
Lenders,	in	which	case,	such	Issuing	Bank	shall	be	replaced	in	accordance	with	
Section	2.06(i)
	above.
(j)	
Cash	Collateralization
.		If	any	Event	of	Default	shall	occur	and	be	continuing,	on	the	Business	Day	that	the
	
Borrower	receives	notice	from	the	Administrative	Agent	or	the	Required	Lenders	(or,	if	the	maturity	of	the	Loans	has	been
	
accelerated,	Lenders	with	LC	Exposure	representing	greater	than	50%	of	the	total	LC	Exposure)	demanding	the	deposit	of	cash
	
collateral	pursuant	to	this	
paragraph	(j)
,	the	Borrower	shall	deposit	in	an	account	with	the	Administrative	Agent,	in	the	name	of	the
	
Administrative	Agent	and	for	the	benefit	of	the	Lenders,	an	amount	in	cash	equal	to	the	LC	Exposure	as	of	such	date,	
plus
	any
	
accrued	and	unpaid	interest	thereon;	
provided
	that	the	obligation	to	deposit	such	cash	collateral	shall	become	effective
	
immediately,	and	such	deposit	shall	become	immediately	due	and	payable,	without	demand	or	other	notice	of	any	kind,	upon	the
	
occurrence	of	any	Event	of	Default	with	respect	to	the	Borrower	described	in	
Section	7.01(h)
	or	
(i)
.		Such	deposit	shall	be	held	by


key: chroma:document
string_value:
.		Such	deposit	shall	be	held	by
	
the	Administrative	Agent	as	collateral	for	the	payment	and	performance	of	the	obligations	of	the	Borrower	under	this	Agreement.
		
The	Administrative	Agent	shall	have	exclusive	dominion	and	control,	including	the	exclusive	right	of	withdrawal,	over	such	account.
		
Other	than	any	interest	earned	on	the	investment	of	such	deposits,	which	investments	shall	be	made	at	the	option	and	sole
	
discretion	of	the	Administrative	Agent	and	at	the	Borrower’s	risk	and	expense,	such	deposits	shall	not	bear	interest.		Interest	or
	
profits,	if	any,	on	such	investments	shall	accumulate	in	such	account.		Moneys	in	such	account	shall	be	applied	by	the
	
Administrative	Agent	to	reimburse	any	Issuing	Bank	for	LC	Disbursements	for	which	it	has	not	been	reimbursed	and,	to	the	extent
	
not	so	applied,	shall	be	held	for	the	satisfaction	of	the	reimbursement	obligations	of	the	Borrower	for	the	LC	Exposure	at	such	time
	
or,	if	the	maturity	of	the	Loans	has	been	accelerated	(but	subject	to	the	consent	of	Lenders	with	LC	Exposure	representing	greater
	
than	50%	of	the	total	LC	Exposure),	be	applied	to	satisfy	other	Obligations.		If	the	Borrower	is	required	to	provide	an	amount	of
	
cash	collateral	hereunder	as	a	result	of	the	occurrence	of	an	Event	of	Default,	such	amount	(to	the	extent	not	applied	as	aforesaid)
	
shall	be	returned	to	the	Borrower	within	three	(3)	Business	Days	after	all	Events	of	Default	have	been	cured	or	waived.
(k)	
Letters	of	Credit	Issued	for	Account	of	Subsidiaries
.		Notwithstanding	that	a	Letter	of	Credit	issued	or


key: chroma:document
string_value:
outstanding	hereunder	supports	any	obligations	of,	or	is	for	the	account	of,	a	Subsidiary,	or	states	that	a	Subsidiary	is	the	“account
	
party,”	“applicant,”	“customer,”	“instructing	party,”
	
43


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string_value:
or	the	like	of	or	for	such	Letter	of	Credit,	and	without	derogating	from	any	rights	of	the	applicable	Issuing	Bank	(whether	arising	by
	
contract,	at	law,	in	equity	or	otherwise)	against	such	Subsidiary	in	respect	of	such	Letter	of	Credit,	the	Borrower	(i)	shall
	
reimburse,	indemnify	and	compensate	the	applicable	Issuing	Bank	hereunder	for	such	Letter	of	Credit	(including	to	reimburse	any
	
and	all	drawings	thereunder)	as	if	such	Letter	of	Credit	had	been	issued	solely	for	the	account	of	the	Borrower	and	(ii)	irrevocably
	
waives	any	and	all	defenses	that	might	otherwise	be	available	to	it	as	a	guarantor	or	surety	of	any	or	all	of	the	obligations	of	such
	
Subsidiary	in	respect	of	such	Letter	of	Credit.		The	Borrower	hereby	acknowledges	that	the	issuance	of	such	Letters	of	Credit	for	its
	
Subsidiaries	inures	to	the	benefit	of	the	Borrower,	and	that	the	Borrower’s	business	derives	substantial	benefits	from	the
	
businesses	of	such	Subsidiaries.
(l)	
Stated	Amount
.		The	Stated	Amount	of	each	Letter	of	Credit	shall	not	be	less	than	Ten	Thousand	Dollars
	
($10,000)	or	such	lesser	amount	as	the	applicable	Issuing	Bank	has	agreed	to.
SECTION	2.05.		
Maturity	Date	Extension
.
(a)	
Requests	for	Extension
.		The	Borrower	may,	by	notice,	in	writing,	to	the	Administrative	Agent	(which	shall
	
promptly	notify	the	Lenders)	during	the	90-day	period	prior	to	each	anniversary	of	the	Effective	Date,	request	that	each	Lender


key: chroma:document
string_value:
extend	such	Lender’s	Maturity	Date	for	an	additional	year	from	the	Maturity	Date	then	in	effect	hereunder	(such	date,	the	“
Existing
	
Maturity	Date
”,	and	such	request,	an	“
Extension	Request
”);	
provided
	that	(1)	no	more	than	one	Extension	Request	may	be	made
	
during	any	twelve-month	period	and	(2)	no	more	than	two	Extension	Requests	may	be	made	after	the	Effective	Date.
(b)	
Lender	Elections	to	Extend
.		Each	Lender,	in	its	sole	discretion,	shall	advise	the	Administrative	Agent
	
whether	or	not	such	Lender	agrees	to	such	extension.		If	a	Lender	agrees	to	such	extension	(an	“
Extending	Lender
”),	it	shall	notify
	
the	Administrative	Agent,	in	writing,	of	its	decision	to	do	so	not	more	than	twenty	(20)	days	after	the	date	of	such	Extension
	
Request.		A	Lender	that	determines	not	to	so	extend	its	Commitment	shall	so	notify	the	Administrative	Agent	promptly	after	making
	
such	determination	and	is	herein	called	a	“
Non-Extending	Lender
”.		If	a	Lender	does	not	give	timely	notice	to	the	Administrative
	
Agent	of	whether	or	not	such	Lender	agrees	to	such	extension,	it	shall	be	deemed	to	be	a	Non-Extending	Lender;	
provided
	that	any
	
Non-Extending	Lender	may,	with	the	consent	of	the	Borrower	and	the	Administrative	Agent	(such	consent	of	the	Administrative
	
Agent	not	to	be	unreasonably	withheld,	conditioned	or	delayed),	subsequently	become	an	Extending	Lender	by	notice	to	the
	
Administrative	Agent	and	the	Borrower.
(c)	
Notification	by	Administrative	Agent


key: chroma:document
string_value:
(c)	
Notification	by	Administrative	Agent
.		The	Administrative	Agent	shall	notify	the	Borrower	promptly	of	each
	
Lender’s	determination	after	the	deadline	set	forth	for	Lender	elections	in	
Section	2.05(b)
.
(d)	
Additional	Commitment	Lenders
.		If	(and	only	if)	the	total	of	the	Commitments	of	the	Lenders	that	have
	
agreed	so	to	extend	their	Maturity	Date	shall	be	more	than	50%	of	the	aggregate	amount	of	the	Commitments	in	effect	immediately
	
prior	to	the	date	of	the	Extension	Request,	the	Borrower	shall	have	the	right,	at	its	own	expense,	to	require	any	Non-Extending
	
Lender	to	transfer	and	assign	without	recourse	(in	accordance	with	and	subject	to	the	restrictions	contained	in	
Section	9.04
)	all	its
	
interests,	rights	and	obligations	under	this	Agreement	to	one	or	more	banks	or	other	financial	institutions	identified	to	the	Non-
Extending	Lender,	which	may	include	any	Lender	(each	an	“
Additional	Lender
”);	
provided
	that	(w)	such	Additional	Lender	shall	be
	
subject	to	the	approval	of	each	Issuing	Bank	and,	if	such	Additional	Lender	is	not	already	a	Lender	hereunder,	the	Administrative
	
Agent	(such	approval	not	to	be	unreasonably	withheld);	(x)	such	assignment	shall	become	effective	as	of	the	date	of	the	extension	of
	
the	Maturity	Date	of	the	Extending	Lenders	as	provided	in	
Section	2.05(e)
	or	any	time	thereafter	on	or	prior	to	the	effective
	
Maturity	Date	of	the	applicable	Non-Extending	Lender;	(y)	the
	
44


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string_value:
Additional	Lender	shall	pay	to	such	Non-Extending	Lender	in	immediately	available	funds	on	the	effective	date	of	such	assignment
	
the	principal	of,	and	interest	accrued	to	the	date	of	payment	on,	the	Loans	made	by	it	hereunder	and	all	other	amounts	accrued	for
	
its	account	or	owed	to	it	hereunder	and	(z)	if	the	assigning	Lender	is	an	Issuing	Bank,	it	shall	have	received	cash	collateral	as
	
required	by	
Section	2.04(j)
	or	it	shall	have	entered	into	other	arrangements	with	the	Borrower	that	are	satisfactory	to	such	Issuing
	
Bank	with	respect	to	any	outstanding	Letters	of	Credit	issued	by	it.		Any	such	assignee’s	initial	Maturity	Date	shall	be	the	Maturity
	
Date	in	effect	for	the	Extending	Lenders	at	the	time	of	such	assignment.	Any	assignee	which	becomes	a	Lender	as	a	result	of	such
	
an	assignment	made	pursuant	to	this	
Section	2.05(d)
	shall	be	deemed	to	have	consented	to	the	applicable	Extension	Request	and,
	
therefore,	shall	not	be	a	Non-Extending	Lender.
(e)	
Minimum	Extension	Requirement
.		If	(and	only	if)	the	total	of	the	Commitments	of	the	Lenders	that	have
	
agreed	so	to	extend	their	Maturity	Date	shall	be	more	than	50%	of	the	aggregate	amount	of	the	Commitments	in	effect	immediately
	
prior	to	the	date	of	the	Extension	Request,	then,	upon	the	Borrower’s	election	and	prompt	notification	to	the	Administrative	Agent
	
prior	to	the	relevant	anniversary	of	the	Effective	Date,	subject	to	the	conditions	set	forth	in	
Section	2.05(f)
,	effective	as	of	the
	
relevant	anniversary	of	the	Effective	Date,	the	Maturity	Date	of	each	Extending	Lender	and	of	each	Additional	Lender	shall	be


key: chroma:document
string_value:
extended	to	the	date	falling	one	year	after	the	Existing	Maturity	Date	(except	that,	if	such	date	is	not	a	Business	Day,	such	Maturity
	
Date	as	so	extended	shall	be	the	immediately	preceding	Business	Day).		In	the	event	of	any	such	extension,	the	Commitment	of	each
	
Non-Extending	Lender	that	has	not	been	replaced	as	provided	in	
Section	2.05(d)
	shall	terminate	on	the	Maturity	Date	in	effect	prior
	
to	any	such	extension	and	the	outstanding	principal	balance	of	all	Loans	and	other	amounts	payable	hereunder	to	such	Non-
Extending	Lender	shall	become	due	and	payable	on	such	Maturity	Date	and	the	total	Commitments	of	the	Lenders	hereunder	shall
	
be	reduced	by	the	Commitments	of	the	Non-Extending	Lenders	so	terminated	on	such	Maturity	Date.
(f)	
Conditions	to	Effectiveness	of	Extensions
.		Notwithstanding	the	foregoing,	the	extension	of	the	Maturity	Date
	
pursuant	to	this	
Section	2.05
	shall	not	be	effective	with	respect	to	any	Lender	unless	(i)	no	Default	or	Event	of	Default	has	occurred
	
and	is	continuing	on	the	date	of	such	extension	and	after	giving	effect	thereto;	and	(ii)	the	representations	and	warranties	of	the
	
Borrower	contained	in	
Article	III	
and	the	other	Loan	Documents	are	true	and	correct	in	all	material	respects	(except	to	the	extent
	
such	representations	and	warranties	are	qualified	by	materiality	in	which	case	such	representations	and	warranties	shall	be	true	in
	
all	respects)	on	and	as	of	the	date	of	the	date	of	such	extension,	except	to	the	extent	that	such	representations	and	warranties


key: chroma:document
string_value:
specifically	refer	to	an	earlier	date,	in	which	case	they	are	true	and	correct	in	all	material	respects	as	of	such	earlier	date,	and
	
except	that	for	purposes	of	this	
Section	2.05(f)
,	the	representations	and	warranties	contained	in	
Section	3.04(a)
	shall	be	deemed	to
	
refer	to	the	most	recent	statements	furnished	pursuant	to	
clause	(a)
	of	
Section	5.01
.		As	a	condition	precedent	to	each	such
	
extension,	the	Borrower	shall	deliver	to	the	Administrative	Agent	a	certificate	dated	as	of	the	date	of	such	extension	and	signed	by
	
a	Responsible	Officer	of	the	Borrower	certifying	as	to	compliance	with	this	
Section	2.05(f)
.	Notwithstanding	anything	to	the
	
contrary	contained	herein,	the	Administrative	Agent	and	the	Borrower	shall	be	permitted	to	amend,	modify	or	supplement	any
	
provision	of	this	Agreement	or	any	other	Loan	Document	to	give	effect	to	the	extension	of	the	Maturity	Date	of	the	Extending
	
Lenders	in	accordance	with	the	terms	of	this	
Section	2.05
.
	
(g)	
Effect	of	Maturity	Date	Extensions
.		If	the	Maturity	Date	in	respect	of	any	tranche	of	Commitments	occurs
	
prior	to	the	expiration	of	any	Letter	of	Credit,	then	(i)	if	one	or	more	other	tranches	of	Commitments	in	respect	of	which	the
	
Maturity	Date	shall	not	have	occurred	are	then	in	effect,	(x)	outstanding	Loans	shall	be	repaid	pursuant	to	
Section	2.10
	on	such
	
Maturity	Date	in	an	amount	sufficient	to	permit	the	reallocation	of	the	LC	Exposure	relating	to	the	outstanding	Letters	of	Credit
	
contemplated	by	
clause	(y)


key: chroma:document
string_value:
contemplated	by	
clause	(y)
	below	and	(y)	such	Letters	of	Credit	shall	automatically	be	deemed	to	have	been	issued	(including	for
	
purposes	of	the	obligations	of	the	Lenders	to	purchase	participations	therein
	
45


key: chroma:document
string_value:
and	to	make	Loans	and	payments	in	respect	thereof	pursuant	to	
Section	2.04(b)
)	under	(and	ratably	participated	in	by	Lenders
	
pursuant	to)	the	Commitments	in	respect	of	such	non-terminating	tranches	up	to	an	aggregate	amount	not	to	exceed	the	aggregate
	
principal	amount	of	the	unutilized	Commitments	thereunder	at	such	time	(it	being	understood	that	(A)	the	participations	therein	of
	
Lenders	under	the	maturing	tranche	shall	be	correspondingly	released	and	(B)	no	partial	face	amount	of	any	Letter	of	Credit	may
	
be	so	reallocated)	and	(ii)	to	the	extent	not	reallocated	pursuant	to	the	immediately	preceding	
clause	(i)
,	but	without	limiting	the
	
obligations	with	respect	thereto,	the	Borrower	shall	100%	cash	collateralize,	back-stop	with	a	satisfactory	letter	of	credit	issued	by
	
a	financial	institution	satisfactory	to	the	applicable	Issuing	Bank	and	the	Administrative	Agent	or	otherwise	collateralize	to	the
	
satisfaction	of	such	Issuing	Bank	and	the	Administrative	Agent	the	then	undrawn	and	unexpired	amount	of	any	such	Letter	of	Credit
	
(without	limiting	the	Borrowers’	obligations	in	respect	of	payments	made	by	an	Issuing	Bank	pursuant	to	a	Letter	of	Credit).
SECTION	2.06.		
Funding	of	Borrowings
.		(a)		Each	Lender	shall	make	each	Loan	to	be	made	by	it	hereunder	on
	
the	proposed	date	thereof	in	the	applicable	currency	by	wire	transfer	of	immediately	available	funds	by	2:00	p.m.,	New	York	City
	
time,	in	respect	of	Loans	made	in	the	Funding	Office,	to	the	account	of	the	Administrative	Agent	most	recently	designated	by	it	for


key: chroma:document
string_value:
such	purpose	by	notice	to	the	Lenders.		The	Administrative	Agent	will	make	such	Loans	available	to	the	Borrower	by	promptly
	
crediting	the	amounts	so	received,	in	like	funds,	to	an	account	of	the	Borrower	maintained	with	the	Administrative	Agent	in	New
	
York	City	or	to	such	other	account	of	the	Borrower	as	may	be	agreed	by	the	Borrower	and	the	Administrative	Agent,	in	each	case
	
designated	by	the	Borrower	in	the	applicable	Borrowing	Request;	
provided
	that	ABR	Loans	made	to	finance	the	reimbursement	of
	
an	LC	Disbursement	as	provided	in	
Section	2.04(e)
	shall	be	remitted	by	the	Administrative	Agent	to	the	relevant	Issuing	Bank.
(b)	
Unless	the	Administrative	Agent	shall	have	received	notice	from	a	Lender	prior	to	the	proposed	date	of	any
	
Borrowing	that	such	Lender	will	not	make	available	to	the	Administrative	Agent	such	Lender’s	share	of	such	Borrowing,	the
	
Administrative	Agent	may	assume	that	such	Lender	has	made	such	share	available	in	the	applicable	currency	on	such	date	in
	
accordance	with	
Section	2.06(a)
	and	may,	in	reliance	upon	such	assumption,	make	available	to	the	Borrower	a	corresponding
	
amount	in	the	applicable	currency.		In	such	event,	if	a	Lender	has	not	in	fact	made	its	share	of	the	applicable	Borrowing	in	the
	
applicable	currency	available	to	the	Administrative	Agent,	then	the	applicable	Lender	and	the	Borrower	severally	agree	to	pay	to
	
the	Administrative	Agent	forthwith	on	demand	such	corresponding	amount	in	the	applicable	currency	with	interest	thereon,	for


key: chroma:document
string_value:
each	day	from	and	including	the	date	such	amount	is	made	available	to	the	Borrower	in	the	applicable	currency	to	but	excluding
	
the	date	of	payment	to	the	Administrative	Agent,	at	(i)	in	the	case	of	such	Lender,	the	greater	of	(x)	the	Federal	Funds	Effective
	
Rate	from	time	to	time	in	effect	and	(y)	the	rate	determined	by	the	Administrative	Agent	in	accordance	with	banking	industry	rules
	
on	interbank	compensation	(including	the	Overnight	Rate	in	the	case	of	Loans	denominated	in	a	Foreign	Currency)	or	(ii)	in	the
	
case	of	the	Borrower,	the	interest	rate	applicable	at	the	time	to	the	Loans	comprising	such	Borrowing.		If	such	Lender	pays	such
	
amount	to	the	Administrative	Agent,	then	such	amount	shall	constitute	such	Lender’s	Loan	included	in	such	Borrowing.
46


key: chroma:document
string_value:
SECTION	2.07.		
Interest	Elections
.		(a)		Each	Borrowing	initially	shall	be	of	the	Type	specified	in	the	applicable
	
Borrowing	Request	and,	in	the	case	of	a	Term	Benchmark	Borrowing,	shall	have	an	initial	Interest	Period	as	specified	in	such
	
Borrowing	Request	(or	as	otherwise	determined	pursuant	to	the	last	paragraph	of	
Section	2.03
),	as	applicable.		Thereafter,	the
	
Borrower	may	elect	to	convert	such	Borrowing	to	a	different	Type	or	to	continue	such	Borrowing	and,	in	the	case	of	a	Term
	
Benchmark	Borrowing,	may	elect	Interest	Periods	therefor,	as	applicable,	in	each	case	as	provided	in	this	
Section	2.07
.		The
	
Borrower	may	elect	different	options	with	respect	to	different	portions	of	the	affected	Borrowing,	in	which	case	each	such	portion
	
shall	be	allocated	ratably	among	the	Lenders	holding	the	Loans	comprising	such	Borrowing,	and	the	Loans	comprising	each	such
	
portion	shall	be	considered	a	separate	Borrowing.
		
(b)	
To	make	an	election	pursuant	to	this	
Section	2.07
,	the	Borrower	shall	notify	the	Administrative	Agent	of	such
	
election	by	telephone	by	the	time	that	a	Borrowing	Request	would	be	required	under	
Section	2.03
	if	the	Borrower	were	requesting
	
a	Borrowing	of	the	Type	resulting	from	such	election	to	be	made	on	the	effective	date	of	such	election.		Each	such	telephonic
	
Interest	Election	Request	shall	be	irrevocable	and	shall	be	confirmed	promptly	by	hand	delivery	or	facsimile	(or	in	any	other
	
manner	approved	pursuant	to	
Section	9.01(b)
)	to	the	Administrative	Agent	of	a	written	Interest	Election	Request	in	the	form	of


key: chroma:document
string_value:
Exhibit	F
	hereto	(except	as	otherwise	agreed	by	the	Administrative	Agent	and	the	Borrower)	signed	by	the	Borrower.
(c)	
Each	telephonic	and	written	Interest	Election	Request	shall	specify	the	following	information	in	compliance
	
with	
Section	2.02
:
(i)	the	Borrowing	to	which	such	Interest	Election	Request	applies	and,	if	different	options	are	being	elected
	
with	respect	to	different	portions	thereof,	the	portions	thereof	to	be	allocated	to	each	resulting	Borrowing	(in	which	case
	
the	information	to	be	specified	pursuant	to	
clauses	(iii)
	and	
(iv)
	below	shall	be	specified	for	each	resulting	Borrowing);
(ii)	the	effective	date	of	the	election	made	pursuant	to	such	Interest	Election	Request,	which	shall	be	a	Business
	
Day;
(iii)	whether	the	resulting	Borrowing	is	to	be	an	ABR	Borrowing,	a	Term	Benchmark	Borrowing	or	a	SONIA
	
Borrowing;	and
(iv)	if	the	resulting	Borrowing	is	a	Term	Benchmark	Borrowing,	the	Interest	Period	to	be	applicable	thereto	after
	
giving	effect	to	such	election,	which	shall	be	a	period	contemplated	by	the	definition	of	the	term	“Interest	Period.”
If	any	such	Interest	Election	Request	requests	a	Term	Benchmark	Borrowing	but	does	not	specify	an	Interest	Period,	then	the
	
Borrower	shall	be	deemed	to	have	selected	an	Interest	Period	of	one	month’s	duration.
(d)	
Promptly	following	receipt	of	an	Interest	Election	Request	in	respect	of	a	Loan,	the	Administrative	Agent
	
shall	advise	each	Lender	of	the	details	thereof	and	of	such	Lender’s	portion	of	each	resulting	Borrowing.
(e)


key: chroma:document
string_value:
(e)	
If	the	Borrower	fails	to	deliver	a	timely	Interest	Election	Request	with	respect	to	a	Term	Benchmark
	
Borrowing	prior	to	the	end	of	the	Interest	Period	applicable	thereto,	then	at	the	end	of	such	Interest	Period,	unless	such	Borrowing
	
is	repaid	as	provided	herein,	such	Borrowing	shall	be	automatically	continued	for	an	Interest	Period	of	one	month.	Notwithstanding
	
any	contrary	provision	hereof,	if	an	Event	of	Default	has	occurred	and	is	continuing	and	the	Administrative	Agent,	at	the	request
	
47


key: chroma:document
string_value:
of	the	Required	Lenders,	so	notifies	the	Borrower,	then,	so	long	as	an	Event	of	Default	is	continuing	(i)	no	outstanding	Borrowing
	
may	be	converted	to	or	continued	as	a	Term	Benchmark	Borrowing	and	(ii)	unless	repaid,	each	Term	Benchmark	Borrowing
	
denominated	in	Dollars	shall	be	converted	to	an	ABR	Borrowing	at	the	end	of	the	Interest	Period	applicable	thereto.
SECTION	2.08.		
Termination	and	Reduction	of	Commitments
.		(a)		Unless	previously	terminated,	the
	
Commitments	shall	terminate	on	the	Maturity	Date.
		
(b)	
The	Borrower	may	at	any	time	terminate,	or	from	time	to	time	reduce,	the	Commitments	under	the	Facility;
	
provided
	that	(i)	each	reduction	of	the	Commitments	shall	be	in	an	amount	that	is	an	integral	multiple	of	$1,000,000	and	not	less
	
than	$10,000,000	and	(ii)	the	Borrower	shall	not	terminate	or	reduce	the	Commitments	if,	after	giving	effect	to	any	concurrent
	
prepayment	of	Loans	in	accordance	with	
Section	2.10
,	(A)	any	Lender’s	Credit	Exposure	would	exceed	its	Commitment	or	(B)	the
	
Total	Credit	Exposure	would	exceed	the	total	Commitments.
(c)	
The	Borrower	shall	notify	the	Administrative	Agent	of	any	election	to	terminate	or	reduce	the	Commitments
	
under	
Section	2.08(b)
	at	least	three	(3)	Business	Days	prior	to	the	effective	date	of	such	termination	or	reduction,	specifying	such
	
election	and	the	effective	date	thereof.		Promptly	following	receipt	of	any	such	notice,	the	Administrative	Agent	shall	advise	the


key: chroma:document
string_value:
applicable	Lenders	of	the	contents	thereof.		Each	notice	delivered	by	the	Borrower	pursuant	to	this	
Section	2.08
	shall	be
	
irrevocable;	
provided
	that	a	notice	of	termination	of	the	Commitments	delivered	by	the	Borrower	may	state	that	such	notice	is
	
conditioned	upon	the	effectiveness	of	other	credit	facilities,	in	which	case	such	notice	may	be	revoked	by	the	Borrower	(by	notice	to
	
the	Administrative	Agent	on	or	prior	to	the	specified	effective	date)	if	such	condition	is	not	satisfied.		Any	termination	or	reduction
	
of	the	Commitments	shall	be	permanent.		Each	reduction	of	the	Commitments	shall	be	made	ratably	among	the	Lenders	in
	
accordance	with	their	respective	Commitments.
	
SECTION	2.09.		
Repayment	of	Loans;	Evidence	of	Debt
.		(a)		The	Borrower	hereby	unconditionally	promises	to
	
pay	to	the	Administrative	Agent	for	the	account	of	each	Lender	the	then	unpaid	principal	amount	of	each	Loan	on	the	Maturity
	
Date.
(b)	
Each	Lender	shall	maintain	in	accordance	with	its	usual	practice	an	account	or	accounts	evidencing	the
	
indebtedness	of	the	Borrower	to	such	Lender	resulting	from	each	Loan	made	by	such	Lender,	including	the	amounts	of	principal
	
and	interest	payable	and	paid	to	such	Lender	from	time	to	time	hereunder.
(c)	
The	Administrative	Agent	shall	maintain	accounts	in	which	it	shall	record	(i)	the	amount	of	each	Loan	made
	
hereunder,	the	Type	and	currency	thereof,	the	Facility	under	which	such	Loan	was	borrowed	and	the	Interest	Period	applicable


key: chroma:document
string_value:
thereto	(if	applicable),	(ii)	the	amount	of	any	principal	or	interest	due	and	payable	or	to	become	due	and	payable	from	the	Borrower
	
to	each	Lender	hereunder	and	(iii)	the	amount	of	any	sum	received	by	the	Administrative	Agent	hereunder	for	the	account	of	the
	
Lenders	and	each	Lender’s	share	thereof.
(d)	
The	entries	made	in	the	accounts	maintained	pursuant	to	
Sections	2.09(b)
	or	
(c)
	shall	be	
prima
	
facie
	
evidence	of	the	existence	and	amounts	of	the	obligations	recorded	therein;	
provided
	that	the	failure	of	any	Lender	or	the
	
Administrative	Agent	to	maintain	such	accounts	or	any	error	therein	shall	not	in	any	manner	affect	the	obligation	of	the	Borrower	to
	
repay	the	Loans	in	accordance	with	the	terms	of	this	Agreement.
(e)	
Any	Lender	may	request	that	Loans	made	by	it	be	evidenced	by	a	promissory	note.		In	such	event,	the
	
Borrower	shall	prepare,	execute	and	deliver	to	such	Lender	a	promissory	note	payable
	
48


key: chroma:document
string_value:
to	such	Lender	(or,	if	requested	by	such	Lender,	to	such	Lender	and	its	registered	assigns)	substantially	in	the	form	of	
Exhibit	G
	
hereto	(except	as	otherwise	agreed	by	the	Administrative	Agent	and	the	Borrower)	(each	such	promissory	note,	a	“
Note
”).
		
Thereafter,	the	Loans	evidenced	by	such	promissory	note	and	interest	thereon	shall	at	all	times	(including	after	assignment
	
pursuant	to	
Section	9.04
)	be	represented	by	one	or	more	promissory	notes	in	such	form	payable	to	the	payee	named	therein	(or,	if
	
such	promissory	note	is	a	registered	note,	to	such	payee	and	its	registered	assigns).
SECTION	2.10.		
Prepayment	of	Loans
.		(a)		The	Borrower	shall	have	the	right	at	any	time	and	from	time	to	time	to
	
prepay	any	Borrowing	in	whole	or	in	part,	subject	to	prior	notice	in	accordance	with	
Section	2.10(b)
.
(b)	
The	Borrower	shall	notify	the	Administrative	Agent	by	telephone	(confirmed	by	electronic	mail	(or	in	any
	
other	manner	provided	for	in	
Section	9.01(b)
))	of	any	prepayment	hereunder	and	(i)	in	the	case	of	prepayment	of	an	ABR
	
Borrowing,	not	later	than	11:00	a.m.,	New	York	City	time,	on	the	date	of	prepayment,	(ii)	in	the	case	of	prepayment	of	a	Term
	
Benchmark	Borrowing	denominated	in	Dollars,	not	later	than	1:00	p.m.,	New	York	City	time,	three	(3)	Business	Days	before	the


key: chroma:document
string_value:
date	of	prepayment,	(iii)	in	the	case	of	prepayment	of	a	SONIA	Borrowing,	not	later	than	1:00	p.m.,	London	time,	five	(5)	Business
	
Days	before	the	date	of	prepayment	and	(iv)	in	the	case	of	prepayment	of	a	Term	Benchmark	Borrowing	denominated	in	Euros,	not
	
later	than	1:00	p.m.,	London	time,	three	(3)	Business	Days	before	the	date	of	prepayment.		Each	such	notice	shall	be	irrevocable
	
and	shall	specify	the	prepayment	date,	the	Facility	under	which	the	prepayment	is	to	be	made	and	the	principal	amount	of	each
	
Borrowing	or	portion	thereof	to	be	prepaid;	
provided
	that,	if	a	notice	of	prepayment	is	given	in	connection	with	a	conditional	notice
	
of	termination	of	the	Commitments	as	contemplated	by	
Section	2.08
,	then	such	notice	of	prepayment	may	be	revoked	if	such	notice
	
of	termination	is	revoked	in	accordance	with	
Section	2.08
.		Promptly	following	receipt	of	any	such	notice	relating	to	a	Borrowing
	
under	the	Facility,	the	Administrative	Agent	shall	advise	the	Lenders	of	the	contents	thereof.		Each	partial	prepayment	of	any
	
Borrowing	shall	be	in	an	amount	that	would	be	permitted	in	the	case	of	an	advance	of	a	Borrowing	of	the	same	Type	as	provided	in
	
Section	2.02
.		Each	prepayment	of	a	Borrowing	under	the	Facility	shall	be	applied	ratably	to	the	Loans	included	in	the	prepaid
	
Borrowing,	except	as	provided	in	
Section	2.20
.	Prepayments	shall	be	accompanied	by	accrued	interest	to	the	extent	required	by
	
Section	2.12
.
(c)


key: chroma:document
string_value:
Section	2.12
.
(c)	
The	Borrower	shall	prepay	the	outstanding	principal	amount	of	Loans	on	any	date	on	which	the	Dollar
	
Amount	of	all	outstanding	Loans	and	LC	Exposure	(after	giving	effect	to	any	other	repayments	or	prepayments	on	such	day)
	
exceeds	the	total	Commitments	then	in	effect	(including	in	each	case,	without	limitation,	solely	as	a	result	of	fluctuation	in
	
Exchange	Rates),	in	the	amount	of	such	excess	and	in	the	applicable	currency;	
provided
,	
however
,	that	if	such	excess	is	solely	as	a
	
result	of	fluctuation	in	Exchange	Rates,	(i)	the	Borrower	shall	not	be	obligated	to	pay	such	amount	until	four	(4)	Business	Days	after
	
notice	from	the	Administrative	Agent	and	(ii)	the	Borrower	shall	not	be	obligated	to	pay	such	amount	unless	such	excess	is	greater
	
than	the	Dollar	Amount	of	an	amount	equal	to	5%	of	the	total	Commitments.		If,	after	giving	effect	to	the	prepayment	of	all
	
outstanding	Loans	pursuant	to	this	
Section	2.10(c)
,	the	aggregate	amount	of	LC	Exposure	exceeds	the	total	Commitments	then	in
	
effect,	the	Borrower	shall	cash	collateralize	LC	Exposure	by	depositing,	pursuant	to	a	cash	collateral	agreement	to	be	entered	into
	
in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent,	cash	with	the	Administrative	Agent	in	an	amount	equal
	
to	the	difference	between	the	amount	of	such	LC	Exposure	and	the	total	Commitments	then	in	effect.		The	Administrative	Agent
	
shall	establish	in	its	name	for	the	benefit	of	the	Lenders	a	collateral	account	into	which	it	shall	deposit	such	cash	to	hold	as


key: chroma:document
string_value:
collateral	security	for	the	LC	Exposure.
SECTION	2.11.		
Fees
.		(a)		The	Borrower	agrees	to	pay	to	the	Administrative	Agent	for	the	account	of	each	Lender
	
a	commitment	fee,	which	shall	accrue	at	the	Applicable	Rate	on	the	daily	unused	amount	of	the	Commitment	of	such	Lender	during
	
the	period	from	and	including	the	Effective
	
49


key: chroma:document
string_value:
Date	to	but	excluding	the	date	on	which	such	Commitment	terminates.		Commitment	fees	accrued	through	and	including	the	last
	
day	of	March,	June,	September	and	December	of	each	year	shall	be	payable	on	the	third	(3
rd
)	Business	Day	following	such	last	day,
	
commencing	on	the	first	such	date	to	occur	after	the	Effective	Date;	
provided
	that	all	such	fees	shall	be	payable	on	the	date	on
	
which	the	Commitments	terminate.		All	commitment	fees	shall	be	computed	on	the	basis	of	a	year	of	365	days	(or	366	days,	as	the
	
case	may	be)	and	shall	be	payable	for	the	actual	number	of	days	elapsed	(including	the	first	day	but	excluding	the	last	day).
(b)	
The	Borrower	agrees	to	pay	(i)	to	the	Administrative	Agent	for	the	account	of	each	Lender	a	participation	fee
	
with	respect	to	its	participations	in	Letters	of	Credit,	which	shall	accrue	at	the	same	Applicable	Rate	used	to	determine	the	interest
	
rate	applicable	to	Term	Benchmark	Loans	on	the	average	daily	amount	of	such	Lender’s	LC	Exposure	(excluding	any	portion
	
thereof	attributable	to	unreimbursed	LC	Disbursements)	during	the	period	from	and	including	the	Effective	Date	to	but	excluding
	
the	later	of	the	date	on	which	such	Lender’s	Commitment	terminates	and	the	date	on	which	such	Lender	ceases	to	have	any	LC
	
Exposure	and	(ii)	to	the	applicable	Issuing	Bank	a	fronting	fee,	which	shall	accrue	at	a	rate	
per	annum
	equal	to	0.125%	on	the
	
average	daily	amount	of	the	LC	Exposure	(excluding	any	portion	thereof	attributable	to	unreimbursed	LC	Disbursements)	during


key: chroma:document
string_value:
the	period	from	and	including	the	Effective	Date	to	but	excluding	the	later	of	the	date	of	termination	of	the	Commitments	and	the
	
date	on	which	there	ceases	to	be	any	LC	Exposure,	as	well	as	such	Issuing	Bank’s	standard	fees	with	respect	to	the	issuance,
	
amendment,	renewal	or	extension	of	any	Letter	of	Credit	or	processing	of	drawings	thereunder.		Participation	fees	and	fronting	fees
	
accrued	through	and	including	the	last	day	of	March,	June,	September	and	December	of	each	year	shall	be	payable	on	the	fifteenth
	
(15
th
)	day	following	such	last	day,	commencing	on	the	first	such	date	to	occur	after	the	Effective	Date;	
provided
	that	all	such	fees
	
shall	be	payable	on	the	date	on	which	the	Commitments	terminate	and	any	such	fees	accruing	after	the	date	on	which	the
	
Commitments	terminate	shall	be	payable	on	demand.		Any	other	fees	payable	to	an	Issuing	Bank	pursuant	to	this	
paragraph	(b)
	
shall	be	payable	within	ten	(10)	days	after	demand.		All	participation	fees	and	fronting	fees	shall	be	computed	on	the	basis	of	a	year
	
of	360	days	and	shall	be	payable	for	the	actual	number	of	days	elapsed	(including	the	first	day	but	excluding	the	last	day).
		
(c)	
The	Borrower	agrees	to	pay	to	the	Administrative	Agent,	for	its	own	account,	fees	payable	in	the	amounts
	
and	at	the	times	separately	agreed	upon	between	the	Borrower	and	the	Administrative	Agent.
(d)	
All	fees	payable	hereunder	shall	be	paid	on	the	dates	due,	in	immediately	available	funds,	to	the


key: chroma:document
string_value:
Administrative	Agent	(or	to	the	applicable	Issuing	Bank,	in	the	case	of	fees	payable	to	it)	for	distribution,	in	the	case	of	commitment
	
fees,	to	the	Lenders.		Fees	paid	shall	not	be	refundable	under	any	circumstances	other	than	any	Administrative	Agent	fees	which
	
shall	be	refunded	(on	a	prorated	basis)	if	the	Administrative	Agent	resigns	for	the	relevant	period	following	such	resignation.
SECTION	2.12.		
Interest
.
		
(a)	
The	Loans	comprising	each	ABR	Borrowing	shall	bear	interest	at	the	Alternate	Base	Rate,	
plus
	the	Applicable
	
Rate	applicable	to	such	Loans.
(b)	
The	Loans	comprising	each	Term	Benchmark	Borrowing	denominated	in	Dollars	shall	bear	interest	at	the
	
Adjusted	Term	SOFR	Rate	for	the	Interest	Period	in	effect	for	such	Borrowing,	
plus
	the	Applicable	Rate	applicable	to	such	Loans.
(c)	
The	Loans	comprising	each	Term	Benchmark	Borrowing	denominated	in	Euros	shall	bear	interest	at	the
	
Adjusted	EURIBOR	Rate	for	the	Interest	Period	in	effect	for	such	Borrowing,	
plus
	the	Applicable	Rate	applicable	to	such	Loans.
		
50


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string_value:
(d)	
The	Loans	comprising	each	SONIA	Borrowing	shall	bear	interest	at	the	Daily	Simple	SONIA	in	effect	for	such
	
Borrowing,	
plus
	the	Applicable	Rate	applicable	to	such	Loans.
(e)	
Notwithstanding	the	foregoing,	if	any	principal	of	or	interest	on	any	Loan	or	any	fee	or	other	amount	payable
	
by	the	Borrower	hereunder	is	not	paid	when	due,	whether	at	stated	maturity,	upon	acceleration	or	otherwise,	such	overdue	amount
	
shall	bear	interest,	after	as	well	as	before	judgment,	at	a	rate	per	annum	equal	to	(i)	in	the	case	of	overdue	principal	of	any	Loan,
	
2.0%,	
plus
	the	rate	otherwise	applicable	to	such	Loan	as	provided	in	the	preceding	
paragraphs	(a)
	through	
(d)
	of	this	
Section	2.12
	
or	(ii)	in	the	case	of	any	other	amount,	2.0%,	
plus
	the	rate	applicable	to	ABR	Loans	in	the	case	of	amounts	denominated	in	Dollars,
	
Euros	or	Pounds	Sterling	as	provided	in	
Section	2.12(a)
.
(f)	
Accrued	interest	on	each	Loan	shall	be	payable	in	arrears	on	each	Interest	Payment	Date	for	such	Loan	and
	
upon	termination	of	the	Commitments;	
provided
	that	(i)	interest	accrued	pursuant	to	
Section	2.12(g)
	shall	be	payable	within	two	(2)
	
Business	Days	after	written	demand	by	the	Administrative	Agent,	(ii)	in	the	event	of	any	repayment	or	prepayment	of	any	Loan
	
(other	than	a	prepayment	of	an	ABR	Loan	prior	to	the	end	of	the	Availability	Period),	accrued	interest	on	the	principal	amount


key: chroma:document
string_value:
repaid	or	prepaid	shall	be	payable	on	the	date	of	such	repayment	or	prepayment	and	(iii)	in	the	event	of	any	conversion	of	any	Term
	
Benchmark	Loan	prior	to	the	end	of	the	current	Interest	Period	therefor,	accrued	interest	on	such	Loan	shall	be	payable	on	the
	
effective	date	of	such	conversion.
(g)	
All	interest	hereunder	shall	be	computed	on	the	basis	of	a	year	of	365	days	(or	366	days,	as	the	case	may	be),
	
except	that	interest	computed	with	respect	to	Term	Benchmark	Loans	shall	be	computed	on	the	basis	of	a	year	of	360	days,	and	in
	
each	case	shall	be	payable	for	the	actual	number	of	days	elapsed	(including	the	first	day	but	excluding	the	last	day).		The	applicable
	
Alternate	Base	Rate,	Adjusted	Term	SOFR	Rate,	the	Adjusted	EURIBOR	Rate	or	the	Daily	Simple	SONIA,	as	applicable,	shall	be
	
determined	by	the	Administrative	Agent,	and	such	determination	shall	be	conclusive	absent	manifest	error.
SECTION	2.13.		
Inability	to	Determine	Rates
.		With	respect	to	any	Term	Benchmark	Loan	or	SONIA	Loan,	subject
	
to	
Section	2.21
,	if:
(a)	the	Administrative	Agent	determines	(which	determination	shall	be	conclusive	and	binding	absent	manifest	error)
	
that:
	
(i)	(A)	if	the	Adjusted	Term	SOFR	Rate	or	Adjusted	EURIBOR	Rate	is	utilized	in	any	calculations	hereunder	or
	
under	any	other	Loan	Document	with	respect	to	any	Obligations,	interest,	fees,	commissions	or	other	amounts,	“Adjusted
	
Term	SOFR	Rate”	or	“Adjusted	EURIBOR	Rate”	cannot	be	determined	pursuant	to	the	definition	thereof	on	or	prior	to	the


key: chroma:document
string_value:
first	day	of	any	Interest	Period	or	(B)	if	the	Daily	Simple	SONIA	is	utilized	in	any	calculations	hereunder	or	under	any	other
	
Loan	Document	with	respect	to	any	Obligations,	interest,	fees,	commissions	or	other	amounts,	the	“Daily	Simple	SONIA”
	
cannot	be	determined	pursuant	to	the	definition	thereof;	or
	
(ii)	with	respect	to	any	such	Loan	denominated	in	a	Foreign	Currency,	a	fundamental	change	has	occurred	in
	
the	foreign	exchange	or	interbank	markets	with	respect	to	such	Foreign	Currency	(including	changes	in	national	or
	
international	financial,	political	or	economic	conditions	or	currency	exchange	rates	or	exchange	controls);	or
	
(b)	with	respect	to	any	Term	Benchmark	Loan	or	any	request	therefor	or	a	conversion	thereto	or	a	continuation
	
thereof,	the	Required	Lenders	determine	(which	determination	shall	be	conclusive	and	binding	absent	manifest	error)	that	deposits
	
in	the	applicable	Agreed	Currency	are	not	being	offered	to
	
51


key: chroma:document
string_value:
banks	in	the	applicable	offshore	interbank	market	for	the	applicable	Agreed	Currency,	amount	or	Interest	Period	of	such	Term
	
Benchmark	Loan,	and	the	Required	Lenders	have	provided	notice	of	such	determination	to	the	Administrative	Agent;	or
	
(c)		the	Required	Lenders	determine	that	for	any	reason	in	connection	with	any	request	for	such	Loan	or	a	conversion
	
thereto	or	a	continuation	thereof	that	(i)	if	the	Adjusted	Term	SOFR	Rate	or	Adjusted	EURIBOR	Rate	is	utilized	in	any	calculations
	
hereunder	or	under	any	other	Loan	Document	with	respect	to	any	Obligations,	interest,	fees,	commissions	or	other	amounts,	the
	
Adjusted	Term	SOFR	Rate	or	Adjusted	EURIBOR	Rate,	as	applicable,	does	not	adequately	and	fairly	reflect	the	cost	to	such	Lenders
	
of	making	or	maintaining,	continuing	or	converting	to	such	Loan	during	the	applicable	Interest	Period	or	(ii)	if	the	Daily	Simple
	
SONIA	is	utilized	in	any	calculations	hereunder	or	under	any	other	Loan	Document	with	respect	to	any	Obligations,	interest,	fees,
	
commissions	or	other	amounts,	the	Daily	Simple	SONIA	does	not	adequately	and	fairly	reflect	the	cost	to	such	Lenders	of	making	or
	
maintaining,	continuing	or	converting	to	such	Loans,	and,	in	the	case	of	
clauses	(i)
	or	
(ii)
,	the	Required	Lenders	have	provided
	
notice	of	such	determination	to	the	Administrative	Agent,
	
then,	in	each	case,	the	Administrative	Agent	will	promptly	so	notify	the	Borrower	and	each	applicable	Lender.		Upon
	
notice	thereof	by	the	Administrative	Agent	to	the	Borrower,	any	obligation	of	the	Lenders	to	make	Term	Benchmark	Loans	or


key: chroma:document
string_value:
SONIA	Loans,	as	applicable,	in	each	such	Agreed	Currency,	and	any	right	of	the	Borrower	to	convert	any	Loan	in	each	such	Agreed
	
Currency	(if	applicable)	to	or	continue	any	Loan	as	a	Term	Benchmark	Loans	or	SONIA	Loan,	as	applicable,	in	each	such	Agreed
	
Currency,	shall	be	suspended	(to	the	extent	of	the	affected	Term	Benchmark	Loans	or	SONIA	Loans	or,	in	the	case	of	Term
	
Benchmark	Loans,	the	affected	Interest	Periods)	until	the	Administrative	Agent	(with	respect	to	
clauses	(b)
	or	
(c)
,	at	the	instruction
	
of	the	Required	Lenders)	revokes	such	notice.		Upon	receipt	of	such	notice,	(i)	the	Borrower	may	revoke	any	pending	request	for
	
Term	Benchmark	Borrowing	of,	conversion	to	or	continuation	of	Term	Benchmark	Loans,	or	a	SONIA	Borrowing	of,	conversion	to	or
	
continuation	of	SONIA	Loans,	in	each	case,	in	the	applicable	Agreed	Currency	and,	failing	that,	(A)	in	the	case	of	any	request	for
	
any	affected	Term	Benchmark	Borrowing	in	Dollars,	if	applicable,	the	Borrower	will	be	deemed	to	have	converted	any	such	request
	
into	a	request	for	an	ABR	Borrowing	or	conversion	to	ABR	Loans	in	the	amount	specified	therein	and	(B)	in	the	case	of	any	request
	
for	any	affected	Term	Benchmark	Borrowing	or	SONIA	Borrowing,	in	each	case,	in	a	Foreign	Currency,	if	applicable,	then	such
	
request	shall	be	ineffective	and	(ii)(A)	any	outstanding	affected	Term	Benchmark	Loans	denominated	in	Dollars,	if	applicable,	will


key: chroma:document
string_value:
be	deemed	to	have	been	converted	into	ABR	Loans	immediately	and	(B)	any	outstanding	affected	Term	Benchmark	Loans	or	SONIA
	
Loans,	in	each	case,	denominated	in	a	Foreign	Currency,	at	the	Borrower’s	election,	shall	either	(I)	be	converted	into	ABR	Loans
	
denominated	in	Dollars	(in	an	amount	equal	to	the	equivalent	thereof	in	Dollars	of	such	Foreign	Currency)	immediately	or,	in	the
	
case	of	Term	Benchmark	Loans,	at	the	end	of	the	applicable	Interest	Period	or	(II)	be	prepaid	in	full	immediately	or,	in	the	case	of
	
Term	Benchmark	Loans,	at	the	end	of	the	applicable	Interest	Period;	
provided
	that,	with	respect	to	any	SONIA	Loan,	if	no	election
	
is	made	by	the	Borrower	by	the	date	that	is	three	(3)	Business	Days	after	receipt	by	the	Borrower	of	such	notice,	the	Borrower	shall
	
be	deemed	to	have	elected	
clause	(I)
	above;	
provided,
	
further
,	that,	with	respect	to	any	Term	Benchmark	Loan,	if	no	election	is
	
made	by	the	Borrower	by	the	earlier	of	(x)	the	date	that	is	three	(3)	Business	Days	after	receipt	by	the	Borrower	of	such	notice	and
	
(y)	the	last	day	of	the	current	Interest	Period	for	the	applicable	Term	Benchmark	Loan,	the	Borrower	shall	be	deemed	to	have
	
elected	
clause	(I)
	above.	Upon	any	such	prepayment	or	conversion,	the	Borrower	shall	also	pay	accrued	interest	on	the	amount	so
	
prepaid	or	converted,	together	with	any	additional	amounts	required	pursuant	to	
Section	2.15
.
		
	
SECTION	2.14.		
Increased	Costs


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string_value:
SECTION	2.14.		
Increased	Costs
.		(a)		If	any	Governmental	Authority	shall	have	in	effect	at	any	time	during	the
	
term	of	this	Agreement	any	reserve,	liquid	asset	or	similar	requirement	with	respect	to	any	category	of	deposits	or	liabilities
	
customarily	used	to	fund	Term	Benchmark	Loans	or	SONIA	Loans,	as	applicable,	or	by	reference	to	which	interest	rates	applicable
	
to	Term	Benchmark	Loans	or
	
52


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string_value:
SONIA	Loans,	as	applicable,	are	determined,	and	the	result	of	such	requirement	shall	be	to	increase	the	cost	to	any	Lender	of
	
making	or	maintaining,	continuing	or	converting	to	any	Term	Benchmark	Loans	or	SONIA	Loans,	as	applicable,	and	such	Lender
	
shall	have	requested,	by	notice	to	the	Borrower	and	the	Administrative	Agent	(which	notice	shall	specify	the	Statutory	Reserve
	
Percentage	applicable	to	such	Lender),	compensation	under	this	
paragraph	(a)
,	then	the	Borrower	will	pay	to	such	Lender	(until	the
	
earlier	of	the	date	such	Lender	shall	advise	the	Borrower	that	such	requirement	is	no	longer	in	effect	or	the	date	such	Lender	shall
	
withdraw	such	request)	amounts	sufficient	to	compensate	such	Lender	for	such	additional	costs	of	making	or	maintaining,
	
continuing	or	converting	to	such	Term	Benchmark	Loans	or	SONIA	Loans,	as	applicable.
(b)	
If	any	Change	in	Law	shall:
(i)	impose,	modify	or	deem	applicable	any	reserve,	special	deposit,	compulsory	loan,	insurance	charge	or
	
similar	requirement	against	assets	of,	deposits	with	or	for	the	account	of,	or	credit	extended	by,	any	Lender	or	Issuing
	
Bank	(except	to	the	extent	covered	by	
Section	2.14(a)
);
		
(ii)	impose	on	any	Lender	or	Issuing	Bank,	the	London	interbank	market	or	any	applicable	market	any	other
	
cost	or	expense	condition	affecting	this	Agreement,	Term	Benchmark	Loans	or	SONIA	Loans,	as	applicable,	made	by	such
	
Lender	or	any	Letter	of	Credit	or	participation	thereon;	or


key: chroma:document
string_value:
(iii)	subject	any	Lender	to	any	Tax	(except	for	(1)	Indemnified	Taxes,	(2)	Taxes	described	in	
clauses	(b)
	through
	
(d)
	of	the	definition	of	“Excluded	Taxes”	and	(3)	Other	Connection	Taxes	imposed	on	net	income,	profits	or	revenue
	
(including	value-added	or	similar	Taxes))	on	its	loans,	loan	principal,	letters	of	credit,	commitments,	or	other	obligations,
	
or	its	deposits,	reserves,	other	liabilities	or	capital	attributable	thereto,	or	that	are	franchise	Taxes	or	branch	profits	Taxes;
and	the	result	of	any	of	the	foregoing	shall	be	to	increase	the	cost	to	such	Lender	of	making	or	maintaining,	continuing	or
	
converting	to	any	Term	Benchmark	Loan	or	SONIA	Loan	(or,	in	the	case	of	
Section	2.14(b)(iii)
,	any	Loan)	or	maintaining	its
	
obligation	to	make	any	such	Loan	or	to	increase	the	cost	to	such	Lender	or	such	Issuing	Bank	or	such	other	Recipient	of
	
participating	in,	issuing	or	maintaining	any	Letter	of	Credit	(including,	without	limitation,	pursuant	to	any	conversion	of	any
	
Borrowing	denominated	in	a	Foreign	Currency	into	a	Borrowing	denominated	in	any	other	Foreign	Currency)	or	to	reduce	the
	
amount	of	any	sum	received	or	receivable	by	such	Lender,	such	Issuing	Bank	or	such	other	Recipient	hereunder	(whether	of
	
principal,	interest	or	otherwise),	then	the	Borrower	will	pay	to	such	Lender,	such	Issuing	Bank	or	such	other	Recipient,	as	the	case


key: chroma:document
string_value:
may	be,	such	additional	amount	or	amounts	as	will	compensate	such	Lender,	such	Issuing	Bank	or	such	other	Recipient,	as	the	case
	
may	be,	for	such	additional	costs	incurred	or	reduction	suffered.
	
(c)	
If	any	Lender	or	Issuing	Bank	determines	that	any	Change	in	Law	regarding	capital	or	liquidity	requirements
	
has	or	would	have	the	effect	of	reducing	the	rate	of	return	on	such	Lender’s	or	the	Issuing	Bank’s	capital	or	on	the	capital	of	such
	
Lender’s	or	Issuing	Bank’s	holding	company,	if	any,	as	a	consequence	of	this	Agreement	or	the	Loans	made	by,	or	participations	in
	
Letters	of	Credit	held	by,	such	Lender,	or	the	Letters	of	Credit	issued	by	such	Issuing	Bank,	to	a	level	below	that	which	such	Lender
	
or	Issuing	Bank	or	such	Lender’s	or	Issuing	Bank’s	holding	company	could	have	achieved	but	for	such	Change	in	Law	(taking	into
	
consideration	such	Lender’s	or	Issuing	Bank’s	policies	and	the	policies	of	such	Lender’s	or	Issuing	Bank’s	holding	company	with
	
respect	to	capital	adequacy	or	liquidity),	then	from	time	to	time	the	Borrower	will	pay	to	such	Lender	or	Issuing	Bank,	as	the	case
	
may	be,	such	additional	amount	or	amounts	as	will	compensate	such	Lender	or	Issuing	Bank	or	such	Lender’s	or	Issuing	Bank’s
	
holding	company	for	any	such	reduction	suffered.
53


key: chroma:document
string_value:
(d)	
A	certificate	of	a	Lender	or	Issuing	Bank	setting	forth	the	amount	or	amounts	necessary	to	compensate	such
	
Lender	or	Issuing	Bank	or	its	holding	company,	as	the	case	may	be,	as	specified	in	
Sections	2.14(a)
,	
(b)
	or	
(c)
	shall	be	delivered	to
	
the	Borrower	and	shall	be	conclusive	and	binding	on	all	parties	hereto	absent	manifest	error.		The	Borrower	shall	pay	such	Lender
	
or	Issuing	Bank,	as	the	case	may	be,	the	amount	shown	as	due	on	any	such	certificate	within	ten	(10)	Business	Days	after	receipt
	
thereof.
		
(e)	
Failure	or	delay	on	the	part	of	any	Lender	or	Issuing	Bank	to	demand	compensation	pursuant	to	this	
Section
	
2.14
	shall	not	constitute	a	waiver	of	such	Lender’s	or	Issuing	Bank’s	right	to	demand	such	compensation;	
provided
	that	the
	
Borrower	shall	not	be	required	to	compensate	a	Lender	or	Issuing	Bank	pursuant	to	this	
Section	2.14
	for	any	increased	costs	or
	
reductions	incurred	more	than	180	days	prior	to	the	date	that	such	Lender	or	Issuing	Bank	notifies	the	Borrower	in	writing	of	the
	
Change	in	Law	giving	rise	to	such	increased	costs	or	reductions	and	of	such	Lender’s	or	Issuing	Bank’s	intention	to	claim
	
compensation	therefor;	
provided
,	
further
,	that	if	the	Change	in	Law	giving	rise	to	such	increased	costs	or	reductions	is	retroactive,
	
then	the	180-day	period	referred	to	above	shall	be	extended	to	include	the	period	of	retroactive	effect	thereof.
SECTION	2.15.		
Break	Funding	Payments


key: chroma:document
string_value:
SECTION	2.15.		
Break	Funding	Payments
.		In	the	event	of	(a)	the	payment	of	any	principal	of	any	Term
	
Benchmark	Loan	other	than	on	the	last	day	of	an	Interest	Period	applicable	thereto	(including	as	a	result	of	an	Event	of	Default),	(b)
	
the	conversion	of	any	Term	Benchmark	Loan	other	than	on	the	last	day	of	the	Interest	Period	applicable	thereto,	(c)	the	failure	to
	
borrow,	convert,	continue	or	prepay	any	Term	Benchmark	Loan	on	the	date	specified	in	any	notice	delivered	pursuant	hereto
	
(regardless	of	whether	such	notice	may	be	revoked	under	
Section	2.10(b)
	and	is	revoked	in	accordance	therewith)	or	(d)	the
	
assignment	of	any	Term	Benchmark	Loan	other	than	on	the	last	day	of	the	Interest	Period	applicable	thereto	as	a	result	of	a	request
	
by	the	Borrower	pursuant	to	
Section	2.19
	(except	that	a	Defaulting	Lender	required	to	assign	its	Loans	under	
Section	2.19(b)
	shall
	
not	be	entitled	to	compensation	under	this	
Section	2.15
	in	connection	with	such	assignment),	then,	in	any	such	event,	the	Borrower
	
shall	compensate	each	Lender	for	the	loss,	cost	and	expense	attributable	to	such	event.		In	the	case	of	a	Term	Benchmark	Loan,	as
	
applicable,	such	loss,	cost	or	expense	to	any	Lender	shall	be	an	amount	equal	to	the	amount	determined	by	such	Lender	to	be	the
	
excess,	if	any,	of	(i)	the	amount	of	interest	which	would	have	accrued	on	the	principal	amount	of	such	Loan	had	such	event	not


key: chroma:document
string_value:
occurred,	at	the	Adjusted	Term	SOFR	Rate	or	Adjusted	EURIBOR	Rate,	as	applicable,	that	would	have	been	applicable	to	such
	
Loan,	for	the	period	from	the	date	of	such	event	to	the	last	day	of	the	then	current	Interest	Period	therefor	(or,	in	the	case	of	a
	
failure	to	borrow,	convert	or	continue,	for	the	period	that	would	have	been	the	Interest	Period	for	such	Loan),	over	(ii)	the	amount
	
of	interest	which	would	accrue	on	such	principal	amount	for	such	period	at	the	interest	rate	which	such	Lender	would	bid	were	it	to
	
bid,	at	the	commencement	of	such	period,	in	the	applicable	currency	of	a	comparable	amount	and	period	from	other	banks	in	the
	
applicable	market.		A	certificate	of	any	Lender	setting	forth	any	amount	or	amounts	that	such	Lender	is	entitled	to	receive	pursuant
	
to	this	
Section	2.15
	shall	be	delivered	to	the	Borrower	and	shall	be	conclusive	absent	manifest	error.		The	Borrower	shall	pay	such
	
Lender	the	amount	shown	as	due	on	any	such	certificate	within	ten	(10)	Business	Days	after	receipt	thereof.
SECTION	2.16.		
Taxes
.		(a)		Any	and	all	payments	by	or	on	account	of	any	obligation	of	the	Borrower	hereunder
	
shall	be	made	free	and	clear	of	and	without	deduction	or	withholding	for	any	Taxes;	
provided
	that,	if	any	Withholding	Agent
	
determines,	in	its	sole	discretion	exercised	in	good	faith,	that	it	is	so	required	to	deduct	or	withhold	Taxes,	then	(i)	such
	
Withholding	Agent	shall	so	deduct	and	withhold	and	shall	pay	the	full	amount	of	deducted	or	withheld	Taxes	to	the	relevant


key: chroma:document
string_value:
Governmental	Authority	in	accordance	with	applicable	law	and	(ii)	if	such	Taxes	are	Indemnified	Taxes	or	Other	Taxes,	the	sum
	
payable	shall	be	increased	as	necessary	so	that	after	making	all	required	deductions	and	withholdings	(including	such	deduction	or
	
withholding	applicable	to	additional	sums	payable	under	this
	
54


key: chroma:document
string_value:
Section	2.16
)	the	Administrative	Agent	or	each	Lender	(as	the	case	may	be)	receives	an	amount	equal	to	the	sum	it	would	have
	
received	had	no	such	deduction	or	withholding	been	made.
(b)	
The	Borrower	shall	pay	to	the	relevant	Governmental	Authority	in	accordance	with	applicable	law,	or	at	the
	
option	of	the	Administrative	Agent	timely	reimburse	it	for,	Other	Taxes.
(c)	
Without	duplication	of	amounts	payable	under	
Sections	2.16(a)
	or	
(b)
,	the	Borrower	shall	indemnify	the
	
Administrative	Agent	and	each	Lender,	within	(ten)	10	Business	Days	after	written	demand	therefor,	for	the	full	amount	of	any
	
Indemnified	Taxes	or	Other	Taxes	paid	by	the	Administrative	Agent	or	such	Lender,	as	the	case	may	be,	on	or	with	respect	to	any
	
payment	by	or	on	account	of	any	obligation	of	the	Borrower	hereunder	(including	Indemnified	Taxes	or	Other	Taxes	imposed	or
	
asserted	on	or	attributable	to	amounts	payable	under	this	
Section	2.16
),	and	any	reasonable	expenses	arising	therefrom	or	with
	
respect	thereto,	whether	or	not	such	Indemnified	Taxes	or	Other	Taxes	were	correctly	or	legally	imposed	or	asserted	by	the
	
relevant	Governmental	Authority.		The	Administrative	Agent	and	each	Lender	will	promptly	notify	the	Borrower	of	any	event	of
	
which	it	has	knowledge,	which	will	entitle	it	to	compensation	pursuant	to	this	
Section	2.16
.		A	certificate	as	to	the	amount	of	such
	
payment	or	liability	delivered	to	the	Borrower	by	a	Lender	(with	a	copy	to	the	Administrative	Agent),	or	by	the	Administrative	Agent


key: chroma:document
string_value:
on	its	own	behalf	or	on	behalf	of	a	Lender,	shall	be	conclusive	absent	demonstrable	error.
(d)	
Each	Lender	shall	severally	indemnify	the	Administrative	Agent,	within	ten	(10)	days	after	demand	therefor,
	
for	any	Taxes	(but,	in	the	case	of	any	Indemnified	Taxes	or	Other	Taxes,	only	to	the	extent	that	the	Borrower	has	not	already
	
indemnified	the	Administrative	Agent	for	such	Taxes	and	without	limiting	the	obligation	of	the	Borrower	to	do	so)	attributable	to
	
such	Lender	and	any	Taxes	attributable	to	such	Lender’s	failure	to	comply	with	the	provisions	of	
Section	9.04(c)
	relating	to	the
	
maintenance	of	a	Participant	Register,	in	either	case,	that	are	paid	or	payable	by	the	Administrative	Agent	in	connection	with	this
	
Agreement	and	any	reasonable	expenses	arising	therefrom	or	with	respect	thereto,	whether	or	not	such	Taxes	were	correctly	or
	
legally	imposed	or	asserted	by	the	relevant	Governmental	Authority.		A	certificate	as	to	the	amount	of	such	payment	or	liability
	
delivered	to	a	Lender	by	the	Administrative	Agent	shall	be	conclusive	absent	manifest	error.		Each	Lender	hereby	authorizes	the
	
Administrative	Agent	to	set	off	and	apply	any	and	all	amounts	at	any	time	owing	to	such	Lender	under	this	Agreement	or	otherwise
	
payable	by	the	Administrative	Agent	to	the	Lender	from	any	other	source	against	any	amount	due	to	the	Administrative	Agent
	
under	this	
paragraph	(d)
.
(e)	
As	soon	as	practicable	after	any	payment	of	Taxes	by	the	Borrower	to	a	Governmental	Authority	pursuant	to
	
this	
Section	2.16


key: chroma:document
string_value:
this	
Section	2.16
,	the	Borrower	shall	deliver	to	the	Administrative	Agent	the	original	or	a	certified	copy	of	a	receipt	issued	by	such
	
Governmental	Authority	evidencing	such	payment,	a	copy	of	the	return	reporting	such	payment	or	other	evidence	of	such	payment
	
reasonably	satisfactory	to	the	Administrative	Agent.
(f)	
The	Administrative	Agent,	each	Lender	and	all	recipients	of	payments	to	be	made	by	or	on	account	of	any
	
obligation	of	the	Borrower	hereunder	that	are	entitled	to	an	exemption	from	or	reduction	of	withholding	or	backup	withholding	Tax
	
with	respect	to	any	payments	under	this	Agreement	shall	deliver	to	the	Borrower	and	the	Administrative	Agent,	on	or	prior	to	the
	
Effective	Date	(or,	as	applicable,	the	date	on	which	such	Lender	becomes	a	Lender	under	this	Agreement)	and	from	time	to	time
	
thereafter	upon	the	reasonable	request	of	the	Borrower	or	the	Administrative	Agent	or	as	otherwise	prescribed	by	applicable	law,
	
such	valid,	properly	completed	and	duly	executed	forms,	certificates,	and	documentation	(including,	as	applicable,	the	applicable
	
U.S.	Tax	Compliance	Certificate,	IRS	Form	W-8ECI,	W-8BEN,	W-8BEN-E,	W-8IMY,	or	IRS	Form	W-9)	prescribed	by	applicable	law
	
or	reasonably	requested	by	the	Borrower	or	the	Administrative	Agent	as	will	permit	such	payments	to	be	made	without	or	at	a
	
reduced	rate	of	withholding.	Any	Lender,	if	reasonably	requested	by	the	Borrower	or	the	Administrative	Agent,	shall	deliver	such
	
other	documentation	prescribed	by	applicable	law	or	reasonably
	
55


key: chroma:document
string_value:
requested	by	the	Borrower	or	the	Administrative	Agent	as	will	enable	the	Borrower	or	the	Administrative	Agent	to	determine
	
whether	or	not	such	Lender	is	subject	to	information	reporting	requirements.		In	addition,	if	a	payment	made	to	a	Lender	under	this
	
Agreement	would	be	subject	to	U.S.	federal	withholding	Tax	imposed	by	FATCA	if	such	Lender	were	to	fail	to	comply	with	the
	
applicable	reporting	requirements	of	FATCA	(including	those	contained	in	Section	1471(b)	or	1472(b)	of	the	Code,	as	applicable),
	
such	Lender	shall	deliver	to	the	Borrower	and	the	Administrative	Agent,	at	the	time	or	times	prescribed	by	law	and	at	such	time	or
	
times	reasonably	requested	by	the	Borrower	or	the	Administrative	Agent,	such	documentation	prescribed	by	applicable	law
	
(including	as	prescribed	by	Section	1471(b)(3)(C)(i)	of	the	Code)	and	such	additional	documentation	reasonably	requested	by	the
	
Borrower	or	the	Administrative	Agent	as	may	be	necessary	for	the	Borrower	or	the	Administrative	Agent	to	comply	with	its
	
obligations	under	FATCA,	to	determine	that	such	Lender	has	complied	with	such	Lender’s	obligations	under	FATCA	or	to	determine
	
the	amount	to	deduct	and	withhold	from	such	payment.		Each	Lender,	the	Administrative	Agent	and	each	recipient	of	payment
	
agrees	that	if	any	form	or	certification	it	previously	delivered	expires	or	becomes	obsolete	or	inaccurate	in	any	respect	(including,
	
for	the	avoidance	of	doubt,	if	the	form	is	inaccurate	because	its	payee	status	changes	from	beneficial	owner	to	intermediary	or	vice


key: chroma:document
string_value:
versa),	it	shall	update	such	form	or	certification	or	promptly	notify	the	Borrower	and	the	Administrative	Agent	in	writing	of	its	legal
	
inability	to	do	so.		Solely	for	purposes	of	this	
Section	2.16(f)
,	“FATCA”	shall	include	any	amendments	made	to	FATCA	after	the	date
	
of	this	Agreement.
(g)	
If	the	Borrower	determines	in	good	faith	that	a	reasonable	basis	exists	for	contesting	any	Indemnified	Tax	or
	
Other	Tax,	the	Administrative	Agent	and	the	relevant	Lender,	as	applicable,	shall	reasonably	cooperate	with	the	Borrower	in	the
	
Borrower’s	challenging	such	Tax	at	the	Borrower’s	expense	if	requested	by	the	Borrower	(it	being	understood	and	agreed	that	none
	
of	the	Administrative	Agent	or	any	of	the	Lenders	shall	have	any	obligation	to	contest,	or	any	responsibility	for	contesting,	any	such
	
Tax).		If	the	Administrative	Agent	or	a	Lender	determines,	in	its	sole	discretion	exercised	in	good	faith,	that	it	has	received	a	refund
	
of	any	Indemnified	Taxes	or	Other	Taxes	as	to	which	it	has	been	indemnified	by	the	Borrower	or	with	respect	to	which	the	Borrower
	
has	paid	additional	amounts	pursuant	to	this	
Section	2.16
,	it	shall	pay	over	such	refund	to	the	Borrower	(but	only	to	the	extent	of
	
indemnity	payments	made,	or	additional	amounts	paid,	by	the	Borrower	under	this	
Section	2.16
	with	respect	to	the	Indemnified
	
Taxes	or	Other	Taxes	giving	rise	to	such	refund),	net	of	all	reasonable	and	documented	out-of-pocket	expenses	of	the	Administrative


key: chroma:document
string_value:
Agent	or	such	Lender	and	without	interest	(other	than	any	interest	paid	by	the	relevant	Governmental	Authority	with	respect	to
	
such	refund);	
provided
	that	the	Borrower,	upon	the	request	of	the	Administrative	Agent	or	such	Lender,	agrees	to	repay	the	amount
	
paid	over	to	the	Borrower	(plus	any	penalties,	interest	or	other	charges	imposed	by	the	relevant	Governmental	Authority)	to	the
	
Administrative	Agent	or	such	Lender	in	the	event	the	Administrative	Agent	or	such	Lender	is	required	to	repay	such	refund	to	such
	
Governmental	Authority.	Notwithstanding	anything	to	the	contrary	in	this	
paragraph	(g)
,	in	no	event	will	the	indemnified	party	be
	
required	to	pay	any	amount	to	an	indemnifying	party	pursuant	to	this	
paragraph	(g)
	the	payment	of	which	would	place	the
	
indemnified	party	in	a	less	favorable	net	after-Tax	position	than	the	indemnified	party	would	have	been	in	if	the	Tax	subject	to
	
indemnification	and	giving	rise	to	such	refund	had	not	been	deducted,	withheld	or	otherwise	imposed	and	the	indemnification
	
payments	or	additional	amounts	with	respect	to	such	Tax	had	never	been	paid.		This	
Section	2.16
	shall	not	be	construed	to	require
	
the	Administrative	Agent	or	any	Lender	to	make	available	its	tax	returns	(or	any	other	information	relating	to	its	taxes	which	it
	
deems	confidential)	to	the	Borrower	or	any	other	Person.
	
(h)	
Each	party’s	obligations	under	this	
Section	2.16
	shall	survive	the	resignation	or	replacement	of	the


key: chroma:document
string_value:
Administrative	Agent	or	any	assignment	of	rights	by,	or	the	replacement	of,	a	Lender,	the	termination	of	the	Commitments	and	the
	
repayment,	satisfaction	or	discharge	of	all	obligations	hereunder.
(i)	
For	purposes	of	this	
Section	2.16
,	the	term	“Lender”	includes	any	Issuing	Bank.
56


key: chroma:document
string_value:
SECTION	2.17.		
Payments	Generally;	Pro	Rata	Treatment;	Sharing	of	Setoffs
.		(a)		The	Borrower	shall	make	each
	
payment	required	to	be	made	by	it	hereunder	(whether	of	principal,	interest	or	fees	or	reimbursements	of	LC	Disbursements,	or	of
	
amounts	payable	under	
Sections	2.14
,	
2.15
	or	
2.16
,	or	otherwise)	prior	to	2:00	p.m.,	New	York	City	time,	in	respect	of	payments	of
	
principal	or	interest	relating	to	Borrowings,	or	in	respect	of	any	fees	payable	under	this	Agreement	on	the	date	when	due,	in
	
immediately	available	funds,	without	setoff	or	counterclaim.		Any	amounts	received	after	such	time	on	any	date	may,	in	the
	
discretion	of	the	Administrative	Agent,	be	deemed	to	have	been	received	on	the	next	succeeding	Business	Day	for	purposes	of
	
calculating	interest	thereon.		All	such	payments	shall	be	made	to	the	Administrative	Agent	at	its	offices	at	the	Funding	Office,	in
	
respect	of	payments	of	principal	or	interest	relating	to	Borrowings,	or	in	respect	of	payments	of	any	fees	under	this	Agreement,	or
	
such	other	office	as	may	be	designated	by	the	Administrative	Agent	by	written	notice	to	the	Borrower	and	the	Lenders,	except
	
payments	to	be	made	directly	to	an	Issuing	Bank	as	expressly	provided	herein		and	except	that	payments	pursuant	to	
Sections	2.14
,
	
2.15
,	
2.16
	and	
9.03
	shall	be	made	directly	to	the	Persons	entitled	thereto.		The	Administrative	Agent	shall	distribute	any	such


key: chroma:document
string_value:
payments	received	by	it	to	each	Lender	according	to	its	ratable	share	(or	other	applicable	share	as	provided	herein)	of	such
	
payments	(or	otherwise	distribute	such	payments	for	the	account	of	any	other	Person	to	the	appropriate	recipient)	promptly
	
following	receipt	thereof.		If	any	payment	hereunder	shall	be	due	on	a	day	that	is	not	a	Business	Day,	the	date	for	payment	shall	be
	
extended	to	the	next	succeeding	Business	Day	(unless,	in	the	case	of	a	payment	of	interest	on	a	Term	Benchmark	Loan,	as
	
applicable,	such	next	succeeding	Business	Day	would	fall	in	the	next	calendar	month,	in	which	case	such	payment	shall	be	due	on
	
the	next	preceding	Business	Day),	and,	in	the	case	of	any	payment	accruing	interest,	interest	thereon	shall	be	payable	for	the
	
period	of	such	extension.		All	payments	hereunder	shall	be	made	in	Dollars;	
provided
	that	any	payment	of	principal	or	interest	of	an
	
ABR	Loan,	Term	Benchmark	Loan,	or	SONIA	Loan,	as	applicable,	shall	be	made	in	the	currency	in	which	the	Loan	is	denominated.
(b)	
At	any	time	that	payments	are	not	required	to	be	applied	in	the	manner	required	by	
Section	7.02
,	if	at	any
	
time	insufficient	funds	are	received	by	and	available	to	the	Administrative	Agent	to	pay	fully	all	amounts	of	principal,	unreimbursed
	
LC	Disbursements,	interest	and	fees	then	due	hereunder,	such	funds	shall	be	applied	(i)	
first
,	towards	payment	of	interest	and	fees
	
then	due	hereunder,	ratably	among	the	parties	entitled	thereto	in	accordance	with	the	amounts	of	interest	and	fees	then	due	to


key: chroma:document
string_value:
such	parties	and	(ii)	
second
,	towards	payment	of	principal	and	unreimbursed	LC	Disbursements	then	due	hereunder,	ratably	among
	
the	parties	entitled	thereto	in	accordance	with	the	amounts	of	principal	and	unreimbursed	LC	Disbursements	then	due	to	such
	
parties
(c)	
If	any	Lender	shall,	by	exercising	any	right	of	setoff	or	counterclaim	or	otherwise,	obtain	payment	in	respect
	
of	any	principal	of	or	interest	on	any	of	its	Loans	or	participations	in	LC	Disbursements	resulting	in	such	Lender	under	the	Facility
	
receiving	payment	of	a	greater	proportion	of	the	aggregate	amount	of	its	Loans	and	participations	in	LC	Disbursements	and
	
accrued	interest	thereon	than	the	proportion	received	by	any	other	Lender	under	the	Facility,	then	the	Lender	receiving	such
	
greater	proportion	shall	purchase	(for	cash	at	face	value)	participations	in	the	Loans	and	participations	in	LC	Disbursements	of
	
other	Lenders	under	the	Facility	to	the	extent	necessary	so	that	the	benefit	of	all	such	payments	shall	be	shared	by	the	Lenders
	
ratably	in	accordance	with	the	aggregate	amount	of	principal	of	and	accrued	interest	on	their	respective	Loans	and	participations
	
in	LC	Disbursements;	
provided
	that	(i)	if	any	such	participations	are	purchased	and	all	or	any	portion	of	the	payment	giving	rise
	
thereto	is	recovered,	such	participations	shall	be	rescinded	and	the	purchase	price	restored	to	the	extent	of	such	recovery,	without
	
interest	and	(ii)	the	provisions	of	this	
paragraph	(c)
	shall	not	be	construed	to	apply	to	any	payment	made	by	the	Borrower	pursuant


key: chroma:document
string_value:
to	and	in	accordance	with	the	express	terms	of	this	Agreement	or	any	payment	obtained	by	a	Lender	as	consideration	for	the
	
assignment	of	or	sale	of	a	participation	in	any	of	its	Loans	or	participations	in	LC	Disbursements	to	any	assignee	or	participant,
	
other	than	to	the	Borrower	or	any	Subsidiary	or	Affiliate	thereof	(as	to	which	the	provisions	of	this	
paragraph	(c)
	shall	apply).		The
	
Borrower	consents	to	the	foregoing	and	agrees,	to	the	extent	it	may
	
57


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string_value:
effectively	do	so	under	applicable	law,	that	any	Lender	acquiring	a	participation	pursuant	to	the	foregoing	arrangements	may
	
exercise	against	the	Borrower	rights	of	setoff	and	counterclaim	with	respect	to	such	participation	as	fully	as	if	such	Lender	were	a
	
direct	creditor	of	the	Borrower	in	the	amount	of	such	participation.
(d)	
Unless	the	Administrative	Agent	shall	have	received	notice	from	the	Borrower	prior	to	the	date	on	which	any
	
payment	is	due	to	the	Administrative	Agent	for	the	account	of	the	Lenders	or	the	Issuing	Banks	hereunder	that	the	Borrower	will
	
not	make	such	payment,	the	Administrative	Agent	may	assume	that	the	Borrower	has	made	such	payment	on	such	date	in
	
accordance	herewith	and	may,	in	reliance	upon	such	assumption,	distribute	to	the	Lenders	or	the	Issuing	Banks,	as	the	case	may
	
be,	the	amount	due.		In	such	event,	if	the	Borrower	has	not	in	fact	made	such	payment,	then	each	of	the	Lenders	or	the	Issuing
	
Banks,	as	the	case	may	be,	severally	agrees	to	repay	to	the	Administrative	Agent	forthwith	on	demand	the	amount	so	distributed	to
	
such	Lender	or	Issuing	Bank	with	interest	thereon,	for	each	day	from	and	including	the	date	such	amount	is	distributed	to	it	to	but
	
excluding	the	date	of	payment	to	the	Administrative	Agent,	at	the	greater	of	(a)	the	applicable	Federal	Funds	Effective	Rate	from
	
time	to	time	in	effect	and	(b)	a	rate	determined	by	the	Administrative	Agent	in	accordance	with	banking	industry	rules	on	interbank
	
compensation	(including	the	Overnight	Rate	in	the	case	of	Loans	denominated	in	Foreign	Currency	other	than	Dollars).
(e)


key: chroma:document
string_value:
(e)	
If	any	Lender	shall	fail	to	make	any	payment	required	to	be	made	by	it	pursuant	to	
Sections	2.06(b)
	or
	
2.17(d)
,	then	the	Administrative	Agent	may,	in	its	discretion	(notwithstanding	any	contrary	provision	hereof),	apply	any	amounts
	
thereafter	received	by	the	Administrative	Agent	for	the	account	of	such	Lender	to	satisfy	such	Lender’s	obligations	under	such
	
Sections	2.06(b)
	and	
2.17(d)
	until	all	such	unsatisfied	obligations	are	fully	paid.
SECTION	2.18.		
Currency	Equivalents
.
		
(a)	
No	later	than	12:00	Noon,	London	time,	on	each	Calculation	Date	with	respect	to	Euros	and	Pounds	Sterling,
	
as	applicable,	the	Administrative	Agent	shall	determine	the	Exchange	Rate	as	of	such	Calculation	Date	with	respect	to	such	Foreign
	
Currency.		The	Exchange	Rates	so	determined	shall	become	effective	on	the	relevant	Calculation	Date	(a	“
Reset	Date
”),	shall
	
remain	effective	until	the	next	succeeding	Reset	Date	and	shall	for	all	purposes	of	this	Agreement	(other	than	
Section	9.16
	and	any
	
other	provision	expressly	requiring	the	use	of	a	current	Exchange	Rate)	be	the	Exchange	Rates	employed	in	converting	any
	
amounts	from	such	Foreign	Currency	to	Dollars.	The	Administrative	Agent	shall	promptly	notify	the	Borrower	and	the	Lenders	of
	
each	determination	of	an	Exchange	Rate	hereunder.
(b)	
No	later	than	5:00	p.m.,	London	time,	with	respect	to	Euros	and	Pounds	Sterling,	as	applicable,	on	each


key: chroma:document
string_value:
Reset	Date,	the	Administrative	Agent	shall	determine	the	aggregate	Dollar	Amount	of	the	Term	Benchmark	Loans	denominated	in
	
Euros	or	SONIA	Loans,	as	applicable,	then	outstanding.
(c)	
If	after	giving	effect	to	any	determination	under	
Section	2.18(b)
	and,	in	each	case,	to	any	borrowings	and
	
prepayments	or	repayments	of	Loans	occurring	on	the	applicable	Reset	Date,	(i)	the	aggregate	outstanding	Dollar	Amount	of	Loans
	
exceeds	the	total	Commitments	then	in	effect	by	5%	or	more	or	(ii)	the	aggregate	outstanding	Dollar	Amount	of	Loans	exceeds	the
	
total	Commitments	then	in	effect	for	a	period	of	ten	(10)	consecutive	Business	Days,	the	Borrower	shall,	within	five	(5)	Business
	
Days	after	receipt	of	notice	thereof	from	the	Administrative	Agent	setting	forth	such	calculation	in	reasonable	detail,	prepay	or
	
cause	to	be	prepaid	outstanding	Loans	in	the	case	of	
clauses	(i)
	or	
(ii)
	above	or	take	other	action	to	the	extent	necessary	to
	
eliminate	any	such	excess.
SECTION	2.19.		
Mitigation	Obligations;	Replacement	of	Lenders
.		(a)		If	any	Lender	requests	compensation	under
	
Section	2.14
,	or	if	the	Borrower	is	required	to	pay	any	Indemnified	Taxes,
	
58


key: chroma:document
string_value:
Other	Taxes	or	additional	amount	to	any	Lender	or	any	Governmental	Authority	for	the	account	of	any	Lender	pursuant	to	
Section
	
2.16
,	then	such	Lender	shall	use	reasonable	efforts	to	designate	a	different	lending	office	for	funding	or	booking	its	Loans
	
hereunder	or	to	assign	its	rights	and	obligations	hereunder	to	another	of	its	offices,	branches	or	affiliates,	if,	in	the	judgment	of
	
such	Lender,	such	designation	or	assignment	(i)	would	eliminate	or	reduce	amounts	payable	pursuant	to	
Section	2.14
	or	
2.16
,	as
	
the	case	may	be,	in	the	future	and	(ii)	would	not	subject	such	Lender	to	any	unreimbursed	cost	or	expense	and	would	not	otherwise
	
be	disadvantageous	to	such	Lender.		The	Borrower	hereby	agrees	to	pay	all	reasonable	and	documented	costs	and	expenses
	
incurred	by	any	Lender	in	connection	with	any	such	designation	or	assignment.	Each	Lender	will	notify	the	Borrower	promptly
	
upon	its	determination	that	an	event	that	is	reasonably	likely	to	result	in	the	Borrower	being	required	to	pay	any	additional	amount
	
pursuant	to	
Sections	2.14
	or	
2.16
	has	occurred,	but	failure	of	any	Lender	to	provide	such	notice	shall	not	affect	such	Lender’s
	
rights	or	the	Borrower’s	obligations	under	such	
Sections	2.14
	and	
2.16
.
(b)	
If	any	Lender	requests	compensation	under	
Section	2.14
,	or	if	the	Borrower	is	required	to	pay	any
	
Indemnified	Taxes,	Other	Taxes	or	additional	amount	to	any	Lender	or	any	Governmental	Authority	for	the	account	of	any	Lender


key: chroma:document
string_value:
pursuant	to	
Section	2.16
,	or	if	any	Lender	becomes	a	Defaulting	Lender	or	a	Non-Consenting	Lender,	then	the	Borrower	may,	at	its
	
sole	expense	and	effort,	upon	notice	to	such	Lender	and	the	Administrative	Agent,	require	such	Lender	to	assign	and	delegate,
	
without	recourse	(in	accordance	with	and	subject	to	the	restrictions	contained	in	
Section	9.04
),	all	its	interests,	rights	and
	
obligations	under	this	Agreement	to	one	or	more	assignees	(which	may	be	one	or	more	Lenders	that	have	agreed	to	accept	such
	
assignment)	that	shall	assume	such	obligations;	
provided
	that	(i)	other	than	in	the	case	of	a	Defaulting	Lender	or	a	Non-Consenting
	
Lender,	the	Borrower	shall	have	received	the	prior	written	consent	of	the	Administrative	Agent	(and	if	a	Commitment	is	being
	
assigned,	the	Issuing	Banks)	to	any	Person	that	is	not	already	a	Lender,	which	consent	shall	not	unreasonably	be	withheld,	(ii)	such
	
Lender	shall	have	received	payment	of	an	amount	equal	to	the	outstanding	principal	of	its	Loans	and	participations	in	LC
	
Disbursements,	accrued	interest	thereon,	accrued	fees	and	all	other	amounts	payable	to	it	hereunder,	from	the	assignee	(to	the
	
extent	of	such	outstanding	principal	and	accrued	interest	and	fees)	or	the	Borrower	(in	the	case	of	all	other	amounts)	and	(iii)	in	the
	
case	of	any	such	assignment	resulting	from	a	claim	for	compensation	under	
Section	2.14
	or	payments	required	to	be	made	pursuant
	
to	
Section	2.16


key: chroma:document
string_value:
to	
Section	2.16
,	such	assignment	will	result	in	a	reduction	in	such	compensation	or	payments.		A	Lender	shall	not	be	required	to
	
make	any	such	assignment	and	delegation	if,	prior	thereto,	as	a	result	of	a	waiver	by	such	Lender	or	otherwise,	the	circumstances
	
entitling	the	Borrower	to	require	such	assignment	and	delegation	cease	to	apply.
			
(c)	
Without	limiting	the	provisions	of	
Section	2.19(b)
,	in	the	event	of	illegality	resulting	solely	from	a	Lender’s
	
own	gross	negligence	as	a	result	of	which	such	Lender	is	unable	to	maintain	its	Commitments	or	make	any	Loans	required	to	be
	
made	by	it	pursuant	to	this	Agreement	(any	such	Lender,	a	“
Non-Funding	Lender
”),	then	such	Non-Funding	Lender	shall	use
	
reasonable	best	efforts	to	find	a	replacement	bank,	financial	institution,	trust,	fund	or	other	entity	(“
Replacement	Lender
”)	to
	
assume	such	Non-Funding	Lender’s	obligations	hereunder.	Upon	finding	such	Replacement	Lender,	and	upon	notice	to	the
	
Borrower	and	the	Administrative	Agent,	such	Non-Funding	Lender	shall	assign	and	delegate,	without	recourse	(in	accordance	with
	
and	subject	to	the	restrictions	contained	in	
Section	9.04
),	all	of	its	interests,	rights	and	obligations	under	this	Agreement	to	such
	
Replacement	Lender,	which	shall	assume	such	obligations.
SECTION	2.20.		
Defaulting	Lenders
.		Notwithstanding	any	provision	of	this	Agreement	to	the	contrary,	if	any
	
Lender	becomes	a	Defaulting	Lender	hereunder,	then	the	following	provisions	shall	apply	for	so	long	as	such	Defaulting	Lender	is	a


key: chroma:document
string_value:
Defaulting	Lender:
(a)	
commitment	fees	shall	cease	to	accrue	on	the	unused	Commitments	of	such	Defaulting	Lender	pursuant	to
	
Section	2.11
;
	
59


key: chroma:document
string_value:
(b)	
the	Commitment	and	Credit	Exposure	of	such	Defaulting	Lender	shall	be	disregarded	for	purposes	of	any
	
determination	of	whether	the	Required	Lenders	have	taken	or	may	take	any	action	hereunder	(including	any	consent	to	any
	
amendment	or	waiver	pursuant	to	
Section	9.02
);	
provided
	that	this	
clause	(b)
	shall	not	apply	in	the	case	of	any	waiver,	amendment
	
or	modification	requiring	the	consent	of	all	Lenders	or	each	Lender	affected	thereby;
	
(c)	
any	amount	payable	to	such	Defaulting	Lender	hereunder	(whether	on	account	of	principal,	interest,	fees	or
	
otherwise	and	including	any	amount	that	would	otherwise	be	payable	to	such	Defaulting	Lender)	shall,	in	lieu	of	being	distributed
	
to	such	Defaulting	Lender,	be	applied	in	the	following	order	of	priority:	(i)	to	the	payment	of	any	amounts	owing	by	such	Defaulting
	
Lender	to	the	Administrative	Agent,	(ii)	to	the	payment	on	a	pro	rata	basis	of	any	amounts	owing	by	such	Defaulting	Lender	to	any
	
Issuing	Bank	hereunder,	(iii)	to	cash	collateralize	the	Issuing	Banks’	LC	Exposure	with	respect	to	such	Defaulting	Lender	in
	
accordance	with	this	
Section	2.20
,	(iv)	to	the	funding	of	any	Loan	in	respect	of	which	such	Defaulting	Lender	has	failed	to	fund	its
	
portion	thereof	as	required	by	this	Agreement,	(v)	if	so	determined	by	the	Administrative	Agent	and	the	Borrower,	to	be	held	in	a
	
deposit	account	and	released	pro	rata	in	order	to	(x)	satisfy	such	Defaulting	Lender’s	potential	future	funding	obligations	with


key: chroma:document
string_value:
respect	to	Loans	under	this	Agreement	and	(y)	cash	collateralize	the	Issuing	Banks’	future	LC	Exposure	with	respect	to	such
	
Defaulting	Lender	with	respect	to	future	Letters	of	Credit	issued	under	this	Agreement,	in	accordance	with	this	
Section	2.20
,	(vi)	to
	
the	payment	of	any	amounts	owing	to	the	Lenders	or	the	Issuing	Banks	as	a	result	of	any	judgment	of	a	court	of	competent
	
jurisdiction	obtained	by	any	Lender	or	Issuing	Bank	against	such	Defaulting	Lender	as	a	result	of	such	Defaulting	Lenders’	breach
	
of	its	obligations	under	this	Agreement,	(vii)	so	long	as	no	Default	or	Event	of	Default	exists,	to	the	payment	of	any	amounts	owing
	
to	the	Borrower	as	a	result	of	any	judgment	of	a	court	of	competent	jurisdiction	obtained	by	the	Borrower	against	such	Defaulting
	
Lender	as	a	result	of	such	Defaulting	Lender’s	breach	of	its	obligations	under	this	Agreement,	and	any	amounts	remaining	after
	
application	thereof	by	the	Administrative	Agent	as	specified	in	this	
paragraph	(c)
	shall	be	distributed	to	such	Defaulting	Lender	or
	
as	otherwise	directed	by	a	court	of	competent	jurisdiction;	
provided
	that,	if	(x)	such	payment	is	a	payment	of	the	principal	amount
	
of	any	Loans	or	LC	Disbursements	in	respect	of	which	such	Defaulting	Lender	has	not	fully	funded	its	appropriate	share	and	(y)
	
such	Loans	were	made	or	the	related	Letters	of	Credit	were	issued	at	a	time	when	the	conditions	set	forth	in	
Article	IV
	were


key: chroma:document
string_value:
Article	IV
	were
	
satisfied	or	waived,	such	payment	shall	be	applied	solely	to	pay	the	Loans	of,	and	LC	Disbursements	owed	to,	all	non-Defaulting
	
Lenders	on	a	pro	rata	basis	prior	to	being	applied	to	the	payment	of	any	Loans	of,	or	LC	Disbursements	owed	to,	such	Defaulting
	
Lender	until	such	time	as	all	Loans	and	funded	and	unfunded	participations	in	the	Borrower’s	obligations	corresponding	to	such
	
Defaulting	Lender’s	LC	Exposure	are	held	by	the	Lenders	pro	rata	in	accordance	with	the	Commitments	without	giving	effect	to
	
clause	(d)
	below.		Any	payments,	prepayments	or	other	amounts	paid	or	payable	to	a	Defaulting	Lender	that	are	applied	(or	held)	to
	
pay	amounts	owed	by	a	Defaulting	Lender	pursuant	to	this	
Section	2.20(c)
	shall	be	deemed	paid	to	and	redirected	by	such
	
Defaulting	Lender,	and	each	Lender	irrevocably	consents	hereto.
(d)	
if	any	LC	Exposure	exists	at	the	time	such	Lender	becomes	a	Defaulting	Lender	then:
(i)	all	or	any	part	of	the	LC	Exposure	of	such	Defaulting	Lender	shall	be	reallocated	among	the	non-Defaulting
	
Lenders	in	accordance	with	their	respective	Applicable	Percentages	but	only	to	the	extent	that	such	reallocation	does	not,
	
as	to	any	non-Defaulting	Lender,	cause	such	non-Defaulting	Lender’s	Credit	Exposure	to	exceed	its	Commitment;
60


key: chroma:document
string_value:
(ii)	if	the	reallocation	described	in	
clause	(i)	
above	cannot,	or	can	only	partially,	be	effected,	the	Borrower	shall
	
within	one	(1)	Business	Day	following	notice	by	the	Administrative	Agent	cash	collateralize	for	the	benefit	of	the	Issuing
	
Banks	only	the	Borrower’s	obligations	corresponding	to	such	Defaulting	Lender’s	LC	Exposure	(after	giving	effect	to	any
	
partial	reallocation	pursuant	to	
clause	(i)
	above)	in	accordance	with	the	procedures	set	forth	in	
Section	2.04(j)
	for	so	long
	
as	such	LC	Exposure	is	outstanding;
(iii)	if	the	Borrower	cash	collateralizes	any	portion	of	such	Defaulting	Lender’s	LC	Exposure	pursuant	to	
clause
	
(ii)
	above,	the	Borrower	shall	not	be	required	to	pay	any	fees	to	such	Defaulting	Lender	pursuant	to	
Section	2.11(b)
	with
	
respect	to	such	Defaulting	Lender’s	LC	Exposure	during	the	period	such	Defaulting	Lender’s	LC	Exposure	is	cash
	
collateralized;
(iv)	if	the	LC	Exposure	of	the	non-Defaulting	Lenders	is	reallocated	pursuant	to	
clause	(i)
	above,	then	the	fees
	
payable	to	the	Lenders	pursuant	to	
Sections	2.11(a)
	and	
(b)
	shall	be	adjusted	in	accordance	with	such	non-Defaulting
	
Lenders’	Applicable	Percentages;	and
(v)	if	all	or	any	portion	of	such	Defaulting	Lender’s	LC	Exposure	is	neither	reallocated	nor	cash	collateralized
	
pursuant	to	
clauses	(i)
	or	
(ii)
	above,	then,	without	prejudice	to	any	rights	or	remedies	of	any	Issuing	Bank	or	any	other


key: chroma:document
string_value:
Lender	hereunder,	all	commitment	fees	that	otherwise	would	have	been	payable	to	such	Defaulting	Lender	(solely	with
	
respect	to	the	portion	of	such	Defaulting	Lender’s	Commitment	that	was	utilized	by	such	LC	Exposure)	and	letter	of	credit
	
fees	payable	under	
Section	2.11(b)
	with	respect	to	such	Defaulting	Lender’s	LC	Exposure	shall	be	payable	to	the	Issuing
	
Banks	until	and	to	the	extent	that	such	LC	Exposure	is	reallocated	and/or	cash	collateralized.
(e)	
so	long	as	such	Lender	is	a	Defaulting	Lender,	no	Issuing	Bank	shall	be	required	to	issue,	amend	or	increase
	
any	Letter	of	Credit,	unless	it	is	satisfied	that	the	related	exposure	and	the	Defaulting	Lender’s	then	outstanding	LC	Exposure	will
	
be	100%	covered	by	the	Commitments	of	the	non-Defaulting	Lenders	and/or	cash	collateral	will	be	provided	by	the	Borrower	in
	
accordance	with	
Section	2.20(d)
,	and	LC	Exposure	related	to	any	newly	issued	or	increased	Letter	of	Credit	shall	be	allocated
	
among	non-Defaulting	Lenders	in	a	manner	consistent	with	
Section	2.20(d)(i)
	(and	such	Defaulting	Lender	shall	not	participate
	
therein)
(f)	
the	Borrower	may,	upon	notice	to	a	Defaulting	Lender	and	the	Administrative	Agent	(which	shall	promptly
	
notify	the	Lenders	thereof),	terminate	the	Commitments	of	such	Defaulting	Lender	and	in	such	event	the	provisions	of	
Section
	
2.20(c)
	will	apply	to	all	amounts	thereafter	paid	by	the	Borrower	for	the	account	of	such	Defaulting	Lender	under	this	Agreement


key: chroma:document
string_value:
(whether	on	account	of	principal,	interest,	fees,	indemnity	or	other	amounts);	
provided
	that	(i)	the	Borrower	may	not	terminate
	
such	Commitments	if	(A)	an	Event	of	Default	has	occurred	or	is	continuing	or	(B)	after	giving	effect	to	such	termination,	as
	
applicable,	(x)	the	Total	Credit	Exposure	would	exceed	the	total	Commitments	or	(y)	the	total	Loans	would	exceed	the	total
	
Commitments	and	(ii)	such	termination	shall	not	be	deemed	to	be	a	waiver	or	release	of	any	claim	the	Borrower,	the	Administrative
	
Agent	or	any	Lender	may	have	against	such	Defaulting	Lender.
(g)	
In	the	event	that	the	Administrative	Agent,	each	Issuing	Bank	and	the	Borrower	agree	that	a	Defaulting
	
Lender	has	adequately	remedied	all	matters	that	caused	such	Lender	to	be	a	Defaulting	Lender,	then,	with	the	consent	of	the
	
Borrower,	the	LC	Exposure	of	the	Lenders	shall	be	readjusted	to	reflect	the	inclusion	of	such	Lender’s	Commitment	and	on	such
	
date	such	Lender	shall	purchase	at	par	such	of	the	Loans	of	the	other	Lenders	or	take	such	other	actions	as	the	Administrative
	
Agent	shall	determine	to	be	necessary	in	order	for	such	Lender	to	hold	such	Loans	in	accordance	with	its	Applicable	Percentage
	
whereupon	such	Lender	will	cease	to	be	a	Defaulting	Lender;	
provided
	that	no
	
61


key: chroma:document
string_value:
adjustments	will	be	made	retroactively	with	respect	to	fees	accrued	or	payments	made	by	or	on	behalf	of	the	Borrower	while	that
	
Lender	was	a	Defaulting	Lender;	and	
provided
,	
further
,	that	except	to	the	extent	otherwise	expressly	agreed	by	the	affected
	
parties,	no	change	hereunder	from	Defaulting	Lender	to	Lender	will	constitute	a	waiver	or	release	of	any	claim	of	any	party
	
hereunder	arising	from	that	Lender’s	having	been	a	Defaulting	Lender.
The	rights	and	remedies	against	a	Defaulting	Lender	under	this	
Section	2.20
	are	in	addition	to	other	rights	and
	
remedies	that	the	Borrower	may	have	against	such	Defaulting	Lender.
	
SECTION	2.21.		
Benchmark	Replacement	Setting
.
		
	
(a)	
Benchmark	Replacement
.
		
(i)	Notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Loan	Document,	upon	the
	
occurrence	of	a	Benchmark	Transition	Event	with	respect	to	any	Benchmark,	the	Administrative	Agent	and	the	Borrower
	
may	amend	this	Agreement	to	replace	such	Benchmark	with	a	Benchmark	Replacement.		Any	such	amendment	with
	
respect	to	a	Benchmark	Transition	Event	will	become	effective	at	5:00	p.m.	(New	York	City	time)	on	the	fifth	(5
th
)	Business
	
Day	after	the	Administrative	Agent	has	posted	such	proposed	amendment	to	all	affected	Lenders	and	the	Borrower	so	long
	
as	the	Administrative	Agent	has	not	received,	by	such	time,	written	notice	of	objection	to	such	amendment	from	Lenders
	
comprising	the	Required	Lenders.		No	replacement	of	a	Benchmark	with	a	Benchmark	Replacement	pursuant	to	this
	
Section	2.21(a)


key: chroma:document
string_value:
Section	2.21(a)
	will	occur	prior	to	the	applicable	Benchmark	Transition	Start	Date.
(ii)	No	Swap	Agreement	shall	constitute	a	“Loan	Document”	for	purposes	of	this	
Section	2.21
.
(b)	
Benchmark	Replacement	Conforming	Changes
.		In	connection	with	the	use,	administration,	adoption	or
	
implementation	of	a	Benchmark	Replacement,	the	Administrative	Agent	will	have	the	right	to	make	Conforming	Changes	from	time
	
to	time	and,	notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Loan	Document,	any	amendments	implementing	such
	
Conforming	Changes	will	become	effective	without	any	further	action	or	consent	of	any	other	party	to	this	Agreement	or	any	other
	
Loan	Document.
(c)	
Notices;	Standards	for	Decisions	and	Determinations
.		The	Administrative	Agent	will	promptly	notify	the	Borrower
	
and	the	Lenders	of	(i)	the	implementation	of	any	Benchmark	Replacement	and	(ii)	the	effectiveness	of	any	Conforming	Changes	in
	
connection	with	the	use,	administration,	adoption	or	implementation	of	a	Benchmark	Replacement.		The	Administrative	Agent	will
	
notify	the	Borrower	of	(x)	the	removal	or	reinstatement	of	any	tenor	of	a	Benchmark	pursuant	to	
Section	2.21(d)
	and	(y)	the
	
commencement	of	any	Benchmark	Unavailability	Period.		Any	determination,	decision	or	election	that	may	be	made	by	the
	
Administrative	Agent	or,	if	applicable,	any	Lender	(or	group	of	Lenders)	pursuant	to	this	
Section	2.21
,	including	any	determination
	
with	respect	to	a	tenor,	rate	or	adjustment	or	of	the	occurrence	or	non-occurrence	of	an	event,	circumstance	or	date	and	any


key: chroma:document
string_value:
decision	to	take	or	refrain	from	taking	any	action	or	any	selection,	will	be	conclusive	and	binding	absent	manifest	error	and	may	be
	
made	in	its	or	their	sole	discretion	and	without	consent	from	any	other	party	to	this	Agreement	or	any	other	Loan	Document,
	
except,	in	each	case,	as	expressly	required	pursuant	to	this	
Section	2.21
.
(d)	
Unavailability	of	Tenor	of	Benchmark
.		Notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Loan
	
Document,	at	any	time	(including	in	connection	with	the	implementation	of	a	Benchmark	Replacement),	(i)	if	any	then-current
	
Benchmark	is	a	term	rate	(including	Term	SOFR	or	EURIBOR)	and
	
62


key: chroma:document
string_value:
either	(A)	any	tenor	for	such	Benchmark	is	not	displayed	on	a	screen	or	other	information	service	that	publishes	such	rate	from
	
time	to	time	as	selected	by	the	Administrative	Agent	in	its	reasonable	discretion	or	(B)	the	regulatory	supervisor	for	the
	
administrator	of	such	Benchmark	has	provided	a	public	statement	or	publication	of	information	announcing	that	any	tenor	for	such
	
Benchmark	is	not	or	will	not	be	representative,	then	the	Administrative	Agent	may	modify	the	definition	of	“Interest	Period”	(or	any
	
similar	or	analogous	definition)	for	any	Benchmark	settings	at	or	after	such	time	to	remove	such	unavailable	or	non-representative
	
tenor	and	(ii)	if	a	tenor	that	was	removed	pursuant	to	
clause	(i)
	above	either	(A)	is	subsequently	displayed	on	a	screen	or
	
information	service	for	a	Benchmark	(including	a	Benchmark	Replacement)	or	(B)	is	not,	or	is	no	longer,	subject	to	an
	
announcement	that	it	is	not	or	will	not	be	representative	for	a	Benchmark	(including	a	Benchmark	Replacement),	then	the
	
Administrative	Agent	may	modify	the	definition	of	“Interest	Period”	(or	any	similar	or	analogous	definition)	for	all	Benchmark
	
settings	at	or	after	such	time	to	reinstate	such	previously	removed	tenor.
(e)	
Benchmark	Unavailability	Period
.		Upon	the	Borrower’s	receipt	of	notice	of	the	commencement	of	a	Benchmark
	
Unavailability	Period	with	respect	to	a	given	Benchmark,	(i)	the	Borrower	may	revoke	any	pending	request	for	Term	Benchmark
	
Borrowing	of,	conversion	to	or	continuation	of	Term	Benchmark	Loans,	or	a	SONIA	Borrowing	of,	conversion	to	or	continuation	of
	
SONIA	Loans,	in	each	case,	to	be	made,	converted	or	continued	during	any	Benchmark	Unavailability	Period	denominated	in	the


key: chroma:document
string_value:
applicable	Agreed	Currency	and,	failing	that,	(A)	in	the	case	of	any	request	for	any	affected	Term	Benchmark	Borrowing	in	Dollars,
	
if	applicable,	the	Borrower	will	be	deemed	to	have	converted	any	such	request	into	a	request	for	an	ABR	Borrowing	or	conversion
	
to	ABR	Loans	in	the	amount	specified	therein	and	(B)	in	the	case	of	any	request	for	any	affected	Term	Benchmark	Borrowing	or
	
SONIA	Borrower,	in	each	case,	in	a	Foreign	Currency,	if	applicable,	then	such	request	shall	be	ineffective	and	(ii)(A)	any
	
outstanding	affected	Term	Benchmark	Loans	denominated	in	Dollars,	if	applicable,	will	be	deemed	to	have	been	converted	into	ABR
	
Loans	immediately	and	(B)	any	outstanding	affected	Term	Benchmark	Loans	or	SONIA	Loans,	in	each	case,	denominated	in	a
	
Foreign	Currency,	at	the	Borrower’s	election,	shall	either	(I)	be	converted	into	ABR	Loans	denominated	in	Dollars	(in	an	amount
	
equal	to	the	equivalent	thereof	in	Dollars	of	such	Foreign	Currency)	immediately	or,	in	the	case	of	Term	Benchmark	Loans,	at	the
	
end	of	the	applicable	Interest	Period	or	(II)	be	prepaid	in	full	immediately	or,	in	the	case	of	Term	Benchmark	Loans,	at	the	end	of
	
the	applicable	Interest	Period;	
provided
	that	with	respect	to	any	SONIA	Loan,	if	no	election	is	made	by	the	Borrower	by	the	date
	
that	is	three	(3)	Business	Days	after	receipt	by	the	Borrower	of	such	notice,	the	Borrower	shall	be	deemed	to	have	elected	
clause	(I)
	
above;	
provided,
	
further


key: chroma:document
string_value:
above;	
provided,
	
further
	that,	with	respect	to	any	Term	Benchmark	Loan,	if	no	election	is	made	by	the	Borrower	by	the	earlier	of	
(x)
	
the	date	that	is	three	(3)	Business	Days	after	receipt	by	the	Borrower	of	such	notice	and	
(y)
	the	last	day	of	the	current	Interest
	
Period	for	the	applicable	Term	Benchmark	Loan,	the	Borrower	shall	be	deemed	to	have	elected	
clause	
(I)
	above.	Upon	any	such
	
prepayment	or	conversion,	the	Borrower	shall	also	pay	accrued	interest	on	the	amount	so	prepaid	or	converted,	together	with	any
	
additional	amounts	required	pursuant	to	
Section	2.15
.		During	a	Benchmark	Unavailability	Period	with	respect	to	any	Benchmark	or
	
at	any	time	that	a	tenor	for	any	then-current	Benchmark	is	not	an	Available	Tenor,	the	component	of	ABR	based	upon	the	then-
current	Benchmark	that	is	the	subject	of	such	Benchmark	Unavailability	Period	or	such	tenor	for	such	Benchmark,	as	applicable,
	
will	not	be	used	in	any	determination	of	ABR.
SECTION	2.22.		
Illegality
.		If	any	Lender	determines	that	any	law	has	made	it	unlawful,	or	that	any	Governmental
	
Authority	has	asserted	that	it	is	unlawful,	for	any	Lender	or	its	applicable	lending	office	to	make,	maintain	or	fund	Loans	whose
	
interest	is	determined	by	reference	to	SONIA,	Daily	Simple	SONIA,	the	EURIBOR	Rate,	the	Adjusted	EURIBOR	Rate,	the	Term
	
SOFR	or	the	Adjusted	Term	SOFR	Rate,	or	to	determine	or	charge	interest	based	upon	SONIA,	Daily	Simple	SONIA,	the	EURIBOR


key: chroma:document
string_value:
Rate,	the	Adjusted	EURIBOR	Rate,	Term	SOFR	or	the	Adjusted	Term	SOFR	Rate,	or,	with	respect	to	any	Term	Benchmark	Loan,
	
any	Governmental	Authority	has	imposed	material	restrictions	on	the	authority	of	such	Lender	to	purchase	or	sell,	or	to	take
	
deposits	of,	any	applicable
	
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string_value:
Agreed	Currency	in	the	applicable	offshore	interbank	market	for	the	applicable	Agreed	Currency,	then,	upon	notice	thereof	by	such
	
Lender	to	the	Borrower	(through	the	Administrative	Agent)	(an	“
Illegality	Notice
”),	(a)	any	obligation	of	such	Lender,	having
	
delivered	an	Illegality	Notice	to	the	Borrower,	to	make	SONIA	Loans	or	Term	Benchmark	Loans,	as	applicable,	shall	be	suspended,
	
and	any	such	Loan	shall	be	made	as	an	ABR	Loan	denominated	in	Dollars	(in	an	amount	equal	to	the	Dollar	Amount	of	such	Foreign
	
Currency)	and	(b)	if	necessary	to	avoid	such	illegality,	the	Administrative	Agent	shall	compute	the	ABR	without	reference	to	
clause
	
(c)
	of	the	definition	of	“Alternate	Base	Rate”,	in	each	case	until	such	affected	Lender	notifies	the	Administrative	Agent	and	the
	
Borrower	that	the	circumstances	giving	rise	to	such	determination	no	longer	exist.		Upon	receipt	of	an	Illegality	Notice,	the
	
Borrower	shall,	if	necessary	to	avoid	such	illegality,	upon	demand	from	such	affected	Lender	(with	a	copy	to	the	Administrative
	
Agent),	prepay	or,	if	applicable,	(i)	convert	all	Term	Benchmark	Loans	of	such	Lender	denominated	in	Dollars	to	ABR	Loans	or	(ii)
	
convert	all	SONIA	Loans	or	Term	Benchmark	Loans	of	such	Lender	denominated	in	an	affected	Foreign	Currency	to	ABR	Loans
	
denominated	in	Dollars	(in	an	amount	equal	to	the	Dollar	Amount	of	such	Foreign	Currency)	(in	each	case,	if	necessary	to	avoid
	
such	illegality,	the	Administrative	Agent	shall	compute	the	ABR	without	reference	to	
clause	(c)


key: chroma:document
string_value:
clause	(c)
	of	the	definition	of	“Alternate	Base
	
Rate”),	(A)	with	respect	to	Term	Benchmark	Loans,	on	the	Interest	Payment	Date	therefor,	if	all	affected	Lenders	may	lawfully
	
continue	to	maintain	such	Term	Benchmark	Loans	to	such	day,	or	immediately,	if	any	Lender	may	not	lawfully	continue	to	maintain
	
such	Term	Benchmark	Loans	to	such	day	or	(B)	with	respect	to	SONIA	Loans,	immediately.		Upon	any	such	prepayment	or
	
conversion,	the	Borrower	shall	also	pay	accrued	interest	on	the	amount	so	prepaid	or	converted,	together	with	any	additional
	
amounts	required	pursuant	to	
Section	2.15
.
Article	III
Representations	and	Warranties
The	Borrower	represents	and	warrants	to	the	Lenders	as	of	the	Effective	Date	and	thereafter	as	of	each	date
	
required	by	
Section	4.02
	that:
	
SECTION	3.01.		
Organization;	Powers
.		Each	of	the	Borrower	and	its	Restricted	Subsidiaries	is	duly	organized,
	
validly	existing	and	in	good	standing	under	the	laws	of	the	jurisdiction	of	its	organization	or	formation,	has	all	requisite	power	and
	
authority	to	carry	on	its	business	as	now	conducted	and	is	qualified	to	do	business	in,	and	is	in	good	standing	in,	every	jurisdiction
	
where	such	qualification	is	required,	except,	in	each	case,	where	the	failure	to	be	so	qualified	and/or	in	good	standing,	individually
	
or	in	the	aggregate,	would	not	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
		
SECTION	3.02.		
Authorization;	Enforceability
.		The	Transactions	are	within	each	Loan	Party’s	corporate	powers


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string_value:
and	have	been	duly	authorized	by	all	necessary	corporate	and,	if	required,	stockholder	action.		This	Agreement	has	been	duly
	
executed	and	delivered	by	the	Borrower	and	constitutes	a	legal,	valid	and	binding	obligation	of	the	Borrower,	enforceable	in
	
accordance	with	its	terms,	subject	to	applicable	bankruptcy,	insolvency,	reorganization,	moratorium	or	other	laws	affecting
	
creditors’	rights	generally	and	subject	to	general	principles	of	equity,	regardless	of	whether	considered	in	a	proceeding	in	equity	or
	
at	law.
SECTION	3.03.		
Governmental	Approvals;	No	Conflicts
.		The	Transactions	(a)	do	not	require	any	consent	or
	
approval	of,	registration	or	filing	with,	or	any	other	action	by,	any	Governmental	Authority,	except	such	as	have	been	obtained	or
	
made	and	are	in	full	force	and	effect,	and	except	where	such	failure	to	obtain	or	make	such	consent,	approval,	registration,	filing	or
	
other	action	would	not	reasonably	be	expected	to	have	a	Material	Adverse	Effect,	(b)	will	not	violate	any	applicable	material	law	or
	
material	regulation	or	any	material	order	of	any	Governmental	Authority,	(c)	will	not	violate	the	charter,	by-laws	or	equivalent
	
organizational	documents	of	the	Borrower	or	any	of	its	Restricted
	
64


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Subsidiaries	that	is	a	Significant	Subsidiary,	(d)	will	not	violate	or	result	in	a	default	under	any	indenture,	agreement	or	other
	
instrument	binding	upon	the	Borrower	or	any	of	its	Restricted	Subsidiaries	or	its	assets,	or	give	rise	to	a	right	thereunder	to	require
	
any	payment	to	be	made	by	the	Borrower	or	any	of	its	Restricted	Subsidiaries,	except	where	any	such	violations	or	defaults	would
	
not,	individually	or	in	the	aggregate,	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect	and	(e)	will	not	result	in	the
	
creation	or	imposition	of	any	Lien	on	any	asset	of	the	Borrower	or	any	of	its	Restricted	Subsidiaries	that	is	a	Significant	Subsidiary.
SECTION	3.04.		
Financial	Statements;	Financial	Condition;	No	Material	Adverse	Change
.		(a)		The	Borrower	has
	
heretofore	furnished	to	the	Lenders	its	consolidated	balance	sheet	and	statements	of	income,	stockholders	equity	and	cash	flows	as
	
of	and	for	the	fiscal	year	ended	December	31,	2021,	reported	on	by	PricewaterhouseCoopers	LLP,	independent	public	accountants.
		
Such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	and	results	of	operations	and	cash	flows	of
	
the	Borrower	and	its	Consolidated	Subsidiaries	as	of	such	dates	and	for	such	periods	in	accordance	with	GAAP.
(b)	
On	the	Effective	Date,	(i)	the	sum	of	the	fair	value	of	the	assets,	at	a	fair	valuation,	of	the	Borrower	and	its


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string_value:
Subsidiaries	(taken	as	a	whole)	will	exceed	their	respective	debts,	(ii)	the	sum	of	the	present	fair	saleable	value	of	the	assets	of	the
	
Borrower	and	its	Subsidiaries	(taken	as	a	whole)	will	exceed	their	respective	debts,	(iii)	the	Borrower	and	its	Subsidiaries	(taken	as
	
a	whole)	have	not	incurred	and	do	not	intend	to	incur,	and	do	not	believe	that	they	will	incur,	debts	beyond	their	ability	to	pay	such
	
debts	as	such	debts	mature	and	(iv)	the	Borrower	and	its	Subsidiaries	(taken	as	a	whole)	will	have	sufficient	capital	with	which	to
	
conduct	their	respective	businesses.		For	purposes	of	this	
Section	3.04(b)
,	“debt”	means	any	liability	on	a	claim,	and	“claim”	means
	
right	to	payment,	whether	or	not	such	a	right	is	reduced	to	judgment,	liquidated,	unliquidated,	fixed,	contingent,	matured,
	
unmatured,	disputed,	undisputed,	legal,	equitable,	secured,	or	unsecured.		The	amount	of	contingent	liabilities	at	any	time	shall	be
	
computed	as	the	amount	that,	in	the	light	of	all	the	facts	and	circumstances	available	at	such	time,	represents	the	amount	that	can
	
reasonably	be	expected	to	become	an	actual	or	matured	liability.
(c)	
Since	December	31,	2021,	there	has	been	no	event,	development	or	circumstance	that	has	had	or	would
	
reasonably	be	expected	to,	individually	or	in	the	aggregate,	have	a	Material	Adverse	Effect.
SECTION	3.05.		
Litigation	and	Environmental	Matters
.		(a)		Other	than	the	Disclosed	Matters,	there	are	no


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actions,	suits	or	proceedings	by	or	before	any	arbitrator	or	Governmental	Authority	pending	against	or,	to	the	knowledge	of	the
	
Borrower,	threatened	against	or	affecting	the	Borrower	or	any	of	its	Restricted	Subsidiaries	(i)	as	to	which	there	is	a	reasonable
	
possibility	of	an	adverse	determination	and	that,	if	adversely	determined,	would	reasonably	be	expected,	individually	or	in	the
	
aggregate,	to	result	in	a	Material	Adverse	Effect	or	(ii)	that	involve	this	Agreement	or	the	Transactions.
(b)	
Neither	the	Borrower	nor	any	of	its	Restricted	Subsidiaries	(i)	has	failed	to	comply	with	any	Environmental
	
Law	or	to	obtain,	maintain	or	comply	with	any	permit,	license	or	other	approval	required	under	any	Environmental	Law,	(ii)	has
	
become	subject	to	any	Environmental	Liability,	(iii)	has	received	notice	of	any	claim	with	respect	to	any	Environmental	Liability	or
	
(iv)	knows	of	any	basis	for	any	Environmental	Liability	except,	in	each	case,	for	the	Disclosed	Matters	and	with	respect	to	any	other
	
matters	that,	individually	or	in	the	aggregate,	would	not	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
SECTION	3.06.		
Compliance	with	Laws	and	Agreements
.		Each	of	the	Borrower	and	its	Restricted	Subsidiaries	is
	
in	compliance	with	all	laws,	regulations	and	orders	of	any	Governmental	Authority	applicable	to	it	or	its	property	and	all	indentures,
	
agreements	and	other	instruments	binding
	
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upon	it	or	its	property,	except	(a)	in	such	instances	where	any	alleged	non-compliance	is	being	contested	in	good	faith	by
	
appropriate	proceedings	diligently	conducted	or	(b)	where	the	failure	to	do	so,	individually	or	in	the	aggregate,	would	not
	
reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.		No	Default	has	occurred	and	is	continuing.
SECTION	3.07.		
Investment	Company	Status
.		The	Borrower	is	not	an	“investment	company”	as	defined	in	the
	
Investment	Company	Act	of	1940.
SECTION	3.08.		
Taxes
.		Each	of	the	Borrower	and	its	Restricted	Subsidiaries	has	timely	filed	or	caused	to	be	filed
	
all	material	Tax	returns	and	reports	required	to	have	been	filed	and	has	paid	or	caused	to	be	paid	all	material	Taxes	required	to
	
have	been	paid	by	it,	except	(a)	Taxes	that	are	being	contested	in	good	faith	by	appropriate	proceedings	and	for	which	the	Borrower
	
or	such	Restricted	Subsidiary,	as	applicable,	has	set	aside	on	its	books	adequate	reserves	with	respect	thereto	in	accordance	with
	
GAAP	or	(b)	to	the	extent	that	the	failure	to	do	so	would	not	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
SECTION	3.09.		
ERISA
.		No	ERISA	Event	has	occurred	or	is	reasonably	expected	to	occur	that,	when	taken
	
together	with	all	other	such	ERISA	Events	for	which	liability	is	reasonably	expected	to	occur,	would	reasonably	be	expected	to,
	
individually	or	in	the	aggregate,	result	in	a	Material	Adverse	Effect.		If	all	of	the	Plans	were	terminated	(disregarding	any	Plans


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with	surpluses),	the	unfunded	liabilities	with	respect	to	the	Plans,	individually	or,	in	the	event	there	is	more	than	one	Plan,	in	the
	
aggregate,	would	not	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
SECTION	3.10.		
Disclosure
.		(a)	No	written	information	furnished	(other	than	projected	financial	information)	by
	
or	on	behalf	of	the	Borrower	to	the	Administrative	Agent	or	any	Lender	in	connection	with	the	negotiation	of	this	Agreement	or
	
delivered	hereunder	(as	modified	or	supplemented	by	other	information	so	furnished)	when	taken	as	a	whole	and	together	with	the
	
Borrower’s	filings	with	the	SEC,	contains	any	untrue	statement	of	a	material	fact	or	omits	to	state	any	material	fact	necessary	in
	
order	to	make	the	statements	contained	therein	taken	as	a	whole,	in	the	light	of	the	circumstances	under	which	they	were	made,
	
not	materially	misleading;	
provided
	that	with	respect	to	projected	financial	information,	the	Borrower	represents	only	that	such
	
information	was	prepared	in	good	faith	based	upon	assumptions	believed	to	be	reasonable	at	the	time	(it	being	understood	that	the
	
actual	results	may	vary	from	the	projected	financial	information).
(b)		As	of	the	Effective	Date,	to	the	knowledge	of	the	Borrower,	the	information	included	in	the	Beneficial
	
Ownership	Certification	provided	on	or	prior	to	the	Effective	Date	to	any	Lender	in	connection	with	this	Agreement	is	true	and
	
correct	in	all	respects.
SECTION	3.11.		
Federal	Regulations
.		No	part	of	the	proceeds	of	any	Loans,	and	no	other	extensions	of	credit


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hereunder,	will	be	used	for	“buying”	or	“carrying”	any	“margin	stock”	within	the	respective	meanings	of	each	of	the	quoted	terms
	
under	Regulation	U	as	now	and	from	time	to	time	hereafter	in	effect	or	for	any	purpose	that	violates	the	provisions	of	the
	
Regulations	of	the	Board.		If	requested	by	any	Lender	or	the	Administrative	Agent,	the	Borrower	will	furnish	to	the	Administrative
	
Agent	and	each	Lender	a	statement	to	the	foregoing	effect	in	conformity	with	the	requirements	of	FR	Form	G-3	or	FR	Form	U-1,	as
	
applicable,	referred	to	in	Regulation	U.
SECTION	3.12.		
Use	of	Proceeds
.		The	proceeds	of	the	Loans	and	Letters	of	Credit	shall	be	used	for	general
	
corporate	purposes	or	for	any	other	purpose	not	prohibited	by	this	Agreement;	
provided
	that	the	Borrower	and	its	Restricted
	
Subsidiaries	shall	not	use,	loan,	contribute,	or	otherwise	make	such	proceeds	available,	directly	or	knowingly	indirectly,	(i)	in
	
furtherance	of	an	offer,	payment,	promise	to	pay	or	authorization	of	the	payment	or	giving	of	money,	or	anything	else	of	value,	to
	
any
	
66


